APC 2010 Annual Report Download - page 282

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Fifteenth resolution
(Authorisationtoincreasethe Company’s
capital by capitalising reserves, earnings or
additional paid-in capital)
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings, having heard the
report of the Management Board and in accordance with articles
L.225-129-2 and L.225-130 of the French Commercial Code:
•authorises the Management Board to increase the share capital
on one or several occasions by capitalising paid-in capital,
reserves, earnings or other items, the capitalisation of which is
consistent with the application of the law and the Company’s
articles of association, whether by means of the allocation of free
shares or of increasing the par value of the existing shares;
•decides that the aggregate par value of share capital increases
liable to be performed under this authorisation, together with 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, shall
not exceed the amount of the above mentioned reserves, share
premium or profi t existing at the time of each applicable share
capital increase. The limit to which the present authorisation
is subject is an autonomous one that is distinct from the limit
defi ned by the fourteenth resolution;
•decides that the Management Board shall have full powers to
implement this authorisation;
This authorisation is given for a period of twenty-six months from the
date of this Meeting and cancels and replaces the unused portion
of any prior authorisation.
Sixteenth resolution
(Authorisation to (i)increase the capital
by a maximum of EUR217million, by issuing
common shares or securities convertible,
redeemable, exchangeable or otherwise
exercisable for common shares of the
Company or one of its subsidiaries; or (ii)issue
securities providing for the attribution of debt
securities; in both cases, by means of public
offerings and subject to the waiver by existing
shareholders of their 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.225-135,
L.225-136, L.228-92 and L.228-93 of the French Commercial
Code:
•decides to authorise the Management Board, directly or through
a representative and by means of public offering, 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
euro 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.
In accordance with article L.228-93 of the French Commercial
Code, the issue of shares by the Company may occur as a result
of securities issued by companies in which it holds more than
half of the issued capital either directly or indirectly, and which
securities provide access by any means to ordinary shares of the
Company.
This authorisation is given for a period of 26months from the date
of this Meeting;
•decides that the aggregate par value of shares issued under this
authorisation shall not exceed EUR217million (i.e. approximately
10% 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; the EUR217million shall
be taken into account in computing the overall ceiling provided
for in the fourteenth resolution adopted by this Meeting;
•and decides that the aggregate par value of debt securities
issued under this authorisation and in accordance with articles
L.228-91 and L.228-92 of the French Commercial Code shall
not exceed EUR3billion or its foreign currency equivalent. This
ceiling is cumulative with the ceilings specifi ed in the fourteenth
and nineteenth resolutions adopted by the present 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 to suppress existing shareholders preemptive rights of
subscription to these securities which will be issued as provided
for by law on the basis that rights of priority will be instituted for
subscription by existing shareholders as provided for by article
L.225-135 of the French Commercial Code;
•decides that the amount payable to the Company for shares
issued, or liable to be issued, under this authorisation, after taking
account of the price paid for any applicable share subscription
or allocation rights, shall be at least equal to the minimum price
payable under the applicable legal and/or regulatory provisions
as of the date of each issue, whether or not the said shares are
treated as fungible with the Company’s existing shares;
•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;
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC280