APC 2010 Annual Report Download - page 281

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
Fourteenth resolution
(Authorisationto(i)increase the capital
byamaximumofEUR800million by issuing
common shares or securities convertible,
redeemable, exchangeable or otherwise
exercisable for common shares of the
Company or one of its subsidiaries, subject
topreemptive subscription rights; or (ii)issue
securities providing for the attribution
ofdebtsecurities,subject to preemptive
subscription rights)
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings, having heard the
report of the Management Board and the Statutory Auditors’ special
report and in accordance with articles L.225-129-2, L.225-132,
L.225-134, L.228-92 and L.228-93 of the French Commercial
Code:
•decides to authorise the Management Board, directly or through
a representative, to (i) increase the Company’s issued share
capital on one or several occasions by issuing, in France or
abroad, common shares or securities convertible, redeemable,
exchangeable or otherwise exercisable for new or existing
common shares in the Company or in any other company in
which it holds more than half of the issued capital either directly
or indirectly (the securities may be denominated ineuros or in any
other currency or any monetary unit determined by reference to a
basket of currencies); or (ii) issue, subject to the same conditions,
securities providing for the attribution of debt securities governed
by the provisions of articles L. 228-91 et seq. of the French
Commercial Code, all the above securities may be paid up in
cash or by capitalising debt;
•decides that this authorisation is given for a period of 26months
from the date of this Shareholders’ Meeting;
•decides that the aggregate par value of shares issued under this
authorisation shall not exceed EUR800million (i.e. approximately
36.8% of the Company’s share capital as of December 31,
2010). This ceiling does not include the par value of any shares
to be issued to preserve, in accordance with the law and any
applicable contractual stipulations, the rights of holders of
marketable securities that give them access to the Company’s
capital, options to subscribe to existing shares or purchase new
shares, or free or performance shares. Share capital increases
carried out on the basis of the sixteenth, seventeenth, eighteenth,
nineteenth and twenty-second resolutions adopted by this
Meeting will be deducted from this amount, regardless of any
adjustments necessary to preserve, in accordance with the law
and any applicable contractual stipulations, the rights of holders
of marketable securities that give them access to the Company’s
capital, options to subscribe to existing shares or purchase
new shares, or free or performance shares. This par value limit
of EUR800million shall not apply to any share capital increases
by means of incorporation of share premium, other reserves,
retained earnings or profi t under the fi fteenth resolution, nor to any
share capital increases reserved for the benefi t of the employees
or corporate offi cers by virtue of the twentieth, twenty-fi rst and
twenty-thirdresolutions adopted by the present Meeting, which
are subject to specifi c resolutions;
•decides that the aggregate par value of marketable securities
that may be issued under this authorisation in accordance with
articles L.228-91 and L.228-92 of the French Commercial Code
is set at EUR3billion or the exchange value of this amount. This
ceiling is common to this resolution and to marketable securities
payable against the Company based on the sixteenth and
nineteenth resolutions adopted by this meeting;
•decides that securities convertible, redeemable, exchangeable
or otherwise exercisable for new or existing common shares
in the Company may notably take the form of debt securities
or be associated with the issue of such securities, or serve as
intermediate securities or equally have subordinated status or
not, or determinable maturities or not;
•decides that holders of existing shares shall have a preemptive
right to subscribe any securities issued pursuant to this resolution;
•decides that the Management Board shall fi x the conditions and
limits subject to which holders of existing shares may exercise
their preemptive right to subscribe any securities issued pursuant
to this resolution, and may institute for their benefi t an additional
right subject to allocation on a proportionate basis up to the
amount of their requests;
•decides that if the above mentioned subscriptions have not
suffi ced to absorb the totality of any issue of shares or other
securities as defi ned above, the Management Board shall be
free to make use of the dispositions provided for under article
L.225-134 of the French Commercial Code and notably, to place
all or part of the unsubscribed securities by means of public
offerings or private placement as provided for by Article411.2
of the French Monetary and Financial Code;
•recognises that this authorisation entails the waiver by
shareholders of their preemptive right to subscribe any common
shares issued on redemption, conversion, exchange or exercise
of share equivalents issued in application of this resolution;
•decides that the Management Board shall have full powers to
implement this authorisation;
•decides that this authorisation shall cancel and replace the
unused portion of the authorisation given in the tenth resolution
of the Shareholders’ Meeting of April23, 2009.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 279
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