APC 2010 Annual Report Download - page 283

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
•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 eleventh resolution of the
Shareholders’ Meeting of April23, 2009.
Seventeenthresolution
(Authorisation to increase the amount of an
initial share issue, with or without preemptive
subscription rights, determined pursuant
to the fourteenth and sixteenth resolutions
respectively where an issue is oversubscribed).
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings and having heard
the report of the Management Board and the Statutory Auditors’
special report, resolves as follows, in accordance with article
L.225-135-1 of the French Commercial Code:
•to authorise the Management Board, for a period of 26months,
directly or through a representative, for each issue determined
pursuant to the fourteenth and sixteenth resolutions adopted by
this Meeting, that the number of common shares and securities
to be issued can be increased by the Management Board in
accordance with statutory and regulatory provisions and within
the ceilings set out in the fi fteenth and seventeenth resolutions
adopted by this Meeting;
•that the Management Board shall have full powers to use this
authorisation and that this authorisation renders ineffective all
prior authorisations with the same purpose.
Eighteenth resolution
(Option to use the authorisation to increase
the capital without preemptive subscription
rights in payment for shares in the case of a
public exchange offer or share equivalents
relating to the shares of other companies)
The Shareholders’ Meeting, acting with the quorum and majority
required for Extraordinary Shareholders’ Meetings and having heard
the report of the Management Board and the Statutory Auditors’
special report, resolves that the capital issues provided for under the
sixteenth resolution adopted by this meeting may, where applicable,
be used in payment for shares of another company tendered to a
public exchange offer in accordance with article L.225-148 of the
French Commercial Code.
Similarly, based on the Statutory Auditor’s report, the Shareholders’
Meeting authorises the Management Board for the same period of
26months, to proceed, within the scope of the authorisation under
the sixteenth resolution, with one or more capital increases up to
a limit of 10% of share capital, in payment for share equivalents
granted to the Company comprising shares or securities, where the
provisions of article L.225-148 do not apply.
In all cases, the amount of the share issues carried out under this
resolution will be deducted from the ceiling provided for under the
sixteenth resolution adopted by this Meeting.
Where necessary, the Shareholders’ Meeting resolves to waive the
preemptive subscription rights of existing shareholders to subscribe
the shares and securities thus issued for the benefi t of the holders
of these shares or securities.
The Shareholders’ Meeting notes that the Management Board shall
have full powers, directly or through a representative, to carry out
the transactions described in this resolution, to increase the capital
and place the increase on record.
Nineteenth Resolution
(Delegation of authority granted to
theManagement Board to decide, with
cancellation of pre-emptive rights and as part
of an offer mentioned in section II of Article
L.411-2 of the French Monetary and Financial
Code to (i) increase the share capital within a
limit of 108 million of par value (5% of capital,
by way of indication) by issuing shares or
any securities granting access to Company
capital or any of its subsidiaries, whose issue
price will be fixed by the Management Board
in themanner determined by the General
Meeting or (ii) issue securities granting rights
to theallocation of debt securities)
The General Meeting, having fulfilled the quorum and majority
requirements required for Extraordinary General Meetings, and
having considered the report of the Management Board and the
special report of the Statutory Auditors, and in accordance with the
provisions of the French Commercial Code, particularly Articles L.
225-127, L. 225-128, L. 225-129, L. 225-129-2 L. 225-135, L. 225-
136, L. L. 228-92 and 228-93, and section II of Article L. 411-2 of
the French Monetary and Financial Code:
1. delegates to the Management Board, with the option to
subdelegate, the authority to decide with cancellation of pre-
emptive rights through an offer referred to in section II of Article
L.411-2 of the French Monetary and Financial Code, in one
or more stages, in the proportions and at the times that it shall
determine, in France, abroad, or on the international market, in
euros or in any other currency or monetary unit established by
reference to several currencies:
(i) the capital increase by the issue of common shares or
securities issued for consideration or at no cost, governed
by Articles L.228-91 et seq. of the French Commercial Code
granting access to the capital of the Company or a company
in which it owns more than half the capital directly or indirectly
(a “Subsidiary”) (either new shares or existing Company
shares) or
(ii) under the same conditions, the issue of securities granting
access to the allocation of debt securities governed by
Articles L. 228-91 et seq. of the French Commercial Code,
with the understanding that the subscription of shares and
other securities may be either in cash or by compensation for
claims;
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 281
8