APC 2010 Annual Report Download - page 284

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
2. decides that the total amount of share capital increases
that may be carried out immediately and/or in the future on
the basis of this resolution, may not exceed a nominal value
of EUR108 million and that this amount is set without regard
to the additional amount of shares to be issued to preserve,
pursuant to the law and, where applicable, the contractual
provisions providing for other cases of adjustment, the rights
of holders of securities granting access to Company capital,
or of stock options or bonus or performance shares, with the
understanding that the amount of EUR108 million is allotted
to the ceiling in the Seventeenth Resolution and the overall
limit of the Fourteenth Resolution adopted by the this General
Shareholders’ Meeting;
–decides that the maximum nominal amount of securities
representing immediate or future Company debt that may be
issued under this delegation in accordance with Articles L.228-
91 and L.228-92 of the French Commercial Code is set at
EUR3 billion euros or the equivalent value of this amount, and
this ceiling is common to the present resolution and securities
representing immediate or future Company debt issued on the
basis of the Fourteenth and Sixteenth Resolutions adopted by
this meeting.
3. sets at 26 months from the date of this General Meeting, the
term of validity of the delegation of power covered by this
resolution;
4. decides to waive the pre-emptive rights to securities covered by
this resolution;
5. acknowledges the fact that this authorisation automatically
entails the waiver by the shareholders of their pre-emptive
right to subscribe to ordinary Company shares to which the
securities to be issued on the basis of this delegation may grant
access;
6. authorises, pursuant to Article L. 225-136 of the French
Commercial Code, the Management Board, to waive the price-
setting condition provided by the laws and regulations in force
when this resolution this use and to freely set the issue price of
ordinary shares or of securities granting access to capital, with
the understanding, however, that the issue price must be at
least equal to the choice of the Management Board:
(i) the weighted average share price on the NYSE Euronext
regulated market in Paris of the shares over a maximum
period of six months preceding the date that the the issue
price is set, or
(ii) the average weighted by volumes on the regulated market
of the NYSE Euronext regulated market in Paris on the day
before the issue price is set, or possibly less, and in both
cases, with a maximum discount of 5%;
7. decides that if the subscriptions do not absorb the entire issue
of shares or securities, the Management Board may limit the
issue to the amount of subscriptions under the conditions
provided by law in effect at the time of use of this delegation;
8. notes that the Management Board has full authority to
implement this delegation of powers.
Twentieth Resolution
(Authorisation granted to the Management
Board to grant stock options to corporate
officers and employees of the Company and
related companies)
The General Meeting, having fulfilled the quorum and majority
requirements required for Extraordinary General Meetings, having
considered the report of the Management Board and the special
report of the Statutory Auditors:
•authorises the Management Board to grant, in one or more
stages, to the benefi t of those whom it shall designate from
among the employees and corporate offi cers of the Company
and the companies or groups linked to it, under the conditions
referred to Article L. 225-180 of the French Commercial Code,
options granting access to the subscription of new Schneider
Electric SA shares or to the purchase of existing shares of the
Company acquired by Schneider Electric SA in the manner
provided by law;
–with the understanding that the subscription or purchase price
on the day that the option is granted shall not be less than the
average share price over the twenty trading days preceding
the date they were granted, with the understanding that the
purchase price may not, moreover, be less than the average
purchase price of the shares held by the Company pursuant to
Articles L.225-208 and L.225-209 of the French Commercial
Code,
–with the understanding that:
(i) the total number of options granted by virtue of this
authorisation and not yet exercised or canceled may not
grant the right to subscribe to or purchase a number of
shares exceeding 1% of capital at the date of this General
Meeting excluding adjustments that may be made to
preserve the rights of benefi ciaries in accordance with the
laws and regulations in force and applicable contractual
provisions and within the 1% limit allocations to members of
the Management Board shall not exceed a annual amount
of 0.03% of capital at the date of this meeting (excluding
adjustments),
(ii) the options have a term of between fi ve and ten years,
(iii) all options granted to members of the Management Board
as part of the the annual long-term incentive plans will be
subject to the achievement of one or more conditions of
performance and that some or all of the options granted to
other benefi ciaries under these terms will be subject to the
achievement of one or more conditions of performance.
This authorisation automatically entails, for the benefi ciaries of stock
options, the express waiver by shareholders of their pre-emptive right
to subscribe to shares to be issued when options are exercised.
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