APC 2010 Annual Report Download - page 280

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Resolutions to be voted on at Extraordinary Meeting
Eleventh resolution
(Statutory changes: the statutory age limit
formembers of the Supervisory Board
is replaced by a restriction to two years
(renewable) of the period of appointment
ofmembers aged over 70)
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings and having
heard the report of the Management Board, decides to modify the
provisions of Article11 of the Company’s articles of association
(dealing with the age limit for members of the Supervisory Board) by:
1°) removing the existing age limit of 74years;
2°) limiting the period of appointment of members aged over 70 to
two years (renewable).
Thus paragraph b of Article11 of the Company’s articles of
association (dealing with the composition of the Supervisory Board)
will henceforth read as follows:
•“Members of the Supervisory Board are appointed for terms of
offi ce of four years (renewable), with the exception of persons
aged 70 or more who are appointed for terms of offi ce of two
years (renewable). Further, when appointment is made of a
member of the Supervisory Board who will reach the age of 70
before the normal end of that appointment, its duration is limited
to the period expiring at the close of the Shareholders’ Meeting
called to approve the previous year’s fi nancial statements and
held in the year during which the said member of the Supervisory
Board will reach the age of 70. That Ordinary Shareholders’
Meeting may then reappoint the said member of the Supervisory
Board for a two year (renewable) term of offi ce.
In the event of the whole Supervisory Board being due for
reappointment, the appointment of half the elected members,
rounded down if necessary, will expire at the end of two years
and that of the other members at the end of four years, based on
a random draw to be performed at the fi rst ensuing meeting of
the Supervisory Board.
•The duties of members of the Supervisory Board cease at the
close of the Ordinary Shareholders’ Meeting called to approve
the previous year’s fi nancial statements and held in the year
during which their appointments expire.
No more than a third of the members of the Supervisory Board
may be aged 70 or more. In the event of this limit being exceeded,
and in the absence of any voluntary resignation of a member of
the Supervisory Board aged 70 or more, the oldest member
of the Supervisory Board shall be deemed to have resigned.
However, should this limit be exceeded as a result of a fall in the
total number of members of the Supervisory Board in offi ce, the
above requirement shall be waived in the event that, within three
months, the departed members are replaced in such a manner
as to enable the number of Supervisory Board members in offi ce
aged 70 or more to be maintained.”
Twelfth resolution
(Statutorychanges:possibility of appointing
athird non-voting member)
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings and having
heard the report of the Management Board, decides to modify the
provisions of Article16 of the Company’s articles of association
(dealing with non-voting members of the Supervisory Board) by
making provision for appointing a third non-voting member.
Thus Article16 of the Company’s articles of association (dealing
with the composition of the Supervisory Board) will henceforth read
as follows:
“The Supervisory Board may designate up to three non-voting
members. They will be convened to and participate in meetings of the
Supervisory Board on a consultative basis. They may participate in
the committees created by the Supervisory Board with the exception
of the Audit Committee. They may be chosen from amongst the
Company’s shareholders, or independently thereof, and receive
remuneration as decided by the Supervisory Board.
Non-voting members are appointed for a maximum period of four
years, subject to the proviso that no more than two non-voting
members may simultaneously hold four year appointments. Non-
voting members appointed for periods in excess of one year may
always have their appointments renewed. Appointments may also
be terminated at any time.”
Thirteenth resolution
(Statutory changes: division by two of the par
value of the Company’s shares)
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings and having heard
the report of the Management Board, decides to divide the par value
of the Company’s shares by two (2), thereby reducing the par value
of each share from eight euros (EUR8) to four euros (EUR4).
The Shareholders’ Meeting notes that said division of shares’ nominal
value, and the correlative attribution of new shares to the Company’s
shareholders, shall be without effect on the rights attached to the
Company’s shares as provided for by its articles of association. The
new shares will retain the same rights as the old shares for which
they are substituted.
The Shareholders’ Meeting decides that all the expense involved in
dividing the shares’ par value shall be borne by the Company.
The Shareholders’ Meeting gives full powers to the Management
Board, including the powers of delegation as provided for by law, to
establish the date on which the division will come into effect, which
will take place after June2011, undertake any adjustments required
as a result of this division, in particular as regards the stock option
and stock grant plans in any form existing as of the date of the
division, modify the Company’s articles of association as required
and carry out all legal fi ling and other formalities required as a result
of this decision.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC278