APC 2010 Annual Report Download - page 285

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
•gives all powers to the Management Board, within the limits set
above, to implement this authorisation, including the authority to:
–determine all terms of operations, determine the conditions
under which and to whom options will be granted and
designate the recipients of options,
–set the validity period of the options, and the date or dates or
periods of exercise of options,
–set the conditions under which the price and number of shares
to be subscribed or purchased may be adjusted to refl ect the
fi nancial transactions made by the Company,
–perform or have performed all acts and formalities required to
make permanent the capital increase or increases pursuant to
this authorisation, amend the bylaws accordingly and generally
do whatever is necessary,
–all pursuant to the laws and regulations in force when the
options are granted.
The General Meeting acknowledges that the Supervisory Board
will establish the conditions for the exercise of options granted to
Management Board members pursuant to Article L.225-185 of the
French Commercial Code.
The Executive Board shall annually inform the General Meeting of the
transactions conducted pursuant to this authorisation.
This authorisation is valid for a maximum term of 38 months from
the date of this meeting. It nullifi es those amounts not used by the
Management Board that were authorised by the General Meeting of
23 April 2009 in its Fourteenth Resolution.
Twenty-First Resolution
(Authorisation given to the Management Board
to proceed with the allocation of bonus shares
(based on existing or future shares) subject,
as necessary, to conditions of performance
for corporate officers and employees of the
Company and the 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, in accordance with Articles L.225-
197-1 and following of the French Commercial Code:
•authorises the Management Board to conduct, in one or more
stages, for employees or certain categories of them that it shall
determine from among the employees and corporate offi cers of
the Company or the companies related to it as defi ned by Article
L. 225-197-2, which meet the conditions set forth in Article
L. 225-197-1 of the French Commercial Code, allocations of
existing or future bonus shares of the Company;
•decides that the Management Board will determine the identity
of the benefi ciaries of the allocations and the conditions and
performance criteria to which shall be subject, where appropriate,
all or part of the shares allocated as part of the annual long-
term incentive plans, with the understanding that 100% of the
shares allocated to members of the Management Board as part
of the annual long-term incentive plans will be subject to the
achievement of one or more conditions of performance;
•decides that the total number of shares allocated may not
represent more than 1.3% of Company capital at the date of this
meeting;
•decides that the shares granted annually to members of the
Management Board pursuant to this authorisation may not
represent a percentage higher than 0.03% of Company capital
at the date of this meeting;
•decides that the allocation of shares to their benefi ciaries
shall be fi nal, subject to the conditions and the achievement
of the performance criteria established, if necessary, by the
Management Board after a vesting period established by the
Management Board. The Management Board has the power to
fi x, in accordance with the provisions of Article L. 225-197-1 of
the French Commercial Code, the duration of vesting and share
retention periods and thus provide for all or part of the shares for
a minimum vesting period of four years with no retention period
except for reasons related to tax and/or corporate obligations
and/or a minimum vesting period of two years with a minimum
retention period of two years;
•decides, notwithstanding the provisions of the above paragraph,
that the fi nal allocation of shares and the ability to transfer them
freely will nevertheless be acquired by a recipient if it were to be
hit by a disability mentioned in Article L.225-197-1 of the French
Commercial Code;
•authorises the Management Board to carry out, if necessary,
during the vesting period, adjustments to the number of shares
related to potential transactions in the capital of the Company so
as to preserve the rights of benefi ciaries;
•notes that this authorisation automatically entails, for the
benefi ciaries of free shares, an express waiver by shareholders
of their pre-emptive right to subscribe for shares to be issued
allocated for free. The corresponding capital increase will
defi nitively be achieved solely by the fi nal allocation of shares to
benefi ciaries;
•fi xes at 38 months, starting today, the validity of this delegation,
which nullifi es, for amounts are not used by the Management
Board, the authorisation granted by the General Meeting of 23
April 2009 in its Fifteenth Resolution.
The meeting delegates all powers to the Management Board,
with power of delegation within the legal limits, to implement this
authorisation, perform all acts, formalities and declarations and
conduct, if necessary, the adjustments related to any transactions
on Company capital, note the capital increase or increases pursuant
to this authorisation, amend the bylaws accordingly and, in general,
do whatever is necessary.
The General Meeting acknowledges that the Supervisory Board will
determine the retention conditions applicable to the shares granted
to the Management Board in accordance with the provisions of
Article L.II 285-197-1 of the French Commercial Code.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 283
8