APC 2010 Annual Report Download - page 286

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Twenty-Second Resolution
(Delegation of authority granted to the
Management Board to carry out capital
increases reserved for employees
participating in the Employee Savings Plan)
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, pursuant to the provisions of
Articles L.3332-1 and following of the French Labor Code and
Articles L.225-129-2, L.225-129-6 and L.225-138-1 of the French
Commercial Code and in accordance with the provisions of that
code:
1. delegates to the Management Board with the option of
subdelegation, for a period of 26 months from the date of this
General Meeting, the power to decide a share capital increase
in one or more stages, at its sole discretion, by issuing shares
or securities granting access to the Company capital reserved
for members of a company savings plan of the Company
and the French or foreign companies related to the Company
under the conditions of Article L. 225-180 of the French
Commercial Code and L.3344-1 of the French Labor Code,
up to a maximum nominal amount of 2% of capital at the date
of implementation of this authorisation, with the understanding
that (i) this limit will be applied to the ceilings mentioned in the
Fourteenth and Sixteenth Resolutions adopted by this meeting
and (ii) this delegation may not be used until 1 August 2011;
2. decides to set the maximum discount offered under the
company savings plan at 20% of the average opening or closing
prices of the Company share on the regulated NYSE Euronext
market in Paris during the twenty trading days preceding the
date of the decision by the Management Board setting the
opening date of subscriptions. However, the General Meeting
explicitly authorises the Management Board to reduce the
discount mentioned above within the legal and regulatory limits,
or not to grant it, in particular to take into account the applicable
regulations in countries where the offer will be implemented;
3. decides that the characteristics of other securities granting
access to Company capital shall be determined by the
Management Board under the conditions fi xed by regulations;
4. decides to cancel in favor of members of a company savings
plan, the pre-emptive rights of shareholders to shares and
securities granting access to capital to be issued pursuant to
this resolution;
5. decides to waive the pre-emptive right to subscribe to shares
to which the securities issued pursuant to this resolution may
grant access;
6. decides that this authorisation cancels starting 31 July 2011
the authorisation given by the General Meeting of 22 April 2010
in its Eighteenth Resolution, for its amounts unused by the
Management Board;
7. the General Assembly acknowledges that the Management
Board has full authority with the option to subdelegate to make
the transactions referred to in this resolution and to make and
note the resulting capital increases.
Twenty-Third Resolution
(Capital increase reserved for a class of
beneficiaries: for employees of foreign group
companies, either directly or through entities
acting on their behalf)
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-
129-2 and L. 225-138 of the French Commercial Code:
1. delegates to the Management Board, with authority to delegate
the powers necessary to effect the increase in one or more
stages, at the times it shall set and in the proportions it shall
determine, the share capital, within the limits of a maximum of
1% of capital at the date of this General Meeting, by issuing
shares or securities granting access to Company capital that
confer the same rights as existing shares, and such issue will
be reserved for persons who meet the requirements of the
category defi ned below, with the understanding that (i) the
ceiling of 1% of capital set above will be applied to the 2%
ceiling set in the Twenty-Second Resolution, but is instead
autonomous and separate from the ceilings in the Fourteenth
and Sixteenth Resolutions adopted by this meeting, (ii) that this
resolution cannot be used until 1 August 2011;
2. decides to waive the pre-emptive rights of shareholders to the
shares or other securities granting access to capital issued
pursuant to this resolution and to reserve the right to subscribe
to one and/or the other category of benefi ciaries who meet
the following characteristics: (i) employees and corporate
offi cers of Groupe Schneider Electric companies related to
the Company under the conditions of Article L. 225-180 of the
French Commercial Code and Article L. 3344-1 of the French
Labor Code that have their headquarters outside France, (ii)
and/or mutual funds or other entities, whether or not they have
legal personality, employee shareholdings invested in securities
of a company whose holders of units or shareholders are
the persons mentioned in (i) of this paragraph; (iii) and/or any
banking institution or subsidiary of such an institution acting at
the request of the Company for the purposes of implementation
of an employee shareholding or savings plan for the benefi t of
the persons mentioned in (i) of this subsection insofar as the use
of subscription of the person authorised under this resolution
would allow employees of subsidiaries located abroad to
benefi t from share ownership or equivalent employee savings
plans in terms of economic benefi t to those enjoyed by other
employees of the Group;
3. decides that the unit price of the shares to be issued pursuant
to this resolution shall be fi xed by the Management Board on
the basis of the share price of the Company on the NYSE
Euronext regulated market in Paris; the issue price will be
determined at the discretion of the Management Board on the
basis of either (i) the fi rst or last trading price of the shares of the
Company during the trading session the day of the decision of
the Management Board fi xing the issue price or (ii ) the average
opening or closing prices of the shares of the Company during
the 20 trading days preceding the date of the decision of the
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC284