APC 2011 Annual Report Download - page 265

2632011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
MANAGEMENT BOARD REPORT
MrThierry Jacquet (age: 47)
Thierry Jacquet holds a master’s degree in Management from
the École Supérieure de Commerce in Grenoble and a degree
from the Grenoble Technology Institute. He studied Electrical
Engineering at the Paul Louis Merlin School and began his
career in 1982 with the Schneider Electric Group as a cable fi tter
for very high voltage work. After a period as a draughtsman, in
1987 he was appointed to the medium voltage technical sales
business where he remained until 1999. After 1995, he was
elected (CFDT - the French Democratic Confederation of Labour)
to the Worker’s Council of Schneider Electric Grenoble and to
the Central Company Committee for Schneider Electric where
he was Chairman of the economic commission from 2003-2006.
Since 2007, he has been a member of the European Company
Committee of Schneider Electric and secretary of this committee
since 2009. Thierry Jacquet is Chairman of the Supervisory Board
of FCPE Schneider Actionnariat and a member of the Supervisory
Board of FCPE Schneider FranceGermany.
Share buybacks - sixteenth resolution -
We request that you renew the authorisation given to the Company
by the General Meeting of April21, 2011 to buy back its shares by
any appropriate method, including through the use of derivatives,
pursuant to the provisions of article L.225-209 of the French
Commercial Code.
The Company buyback programs may have various objectives: to
reduce the issued capital; or to cover plans for stock options or
plans for stock grants; or to permit the conversion of convertible
debt securities; or to carry out external growth transactions and to
ensure an active market for the Company’s shares.
Shares bought back may be cancelled in accordance with the
authorisation given to the Management Board by the twenty-fi fth
resolution adopted by the General Meeting of April21, 2011.
Further information on your Company’s share buyback programmes
is provided on page246 .
You are asked to authorise the Company to buy back shares
representing at most 10% of the issued capital as of the date of
the Meeting (e.g. 54,894,302 shares based on issued capital as at
December31, 2011). The maximum purchase price is set at EUR75.
This authorisation will not be available for use during offer periods.
Extraordinary Meeting
Capital increases restricted to employees
- seventeenth resolution
The General Meeting of April21, 2011 authorised the Management
Board to proceed within the 2% capital limit to issue shares to
employees who are members of the PEE company savings plan
(hereafter: “twenty-third resolution”) as well as to issue shares to
employees from non-French Group companies or to entities created
to represent these employees (hereafter: “twenty-fourth resolution”).
This last resolution aims to allow employee shareholder operations
in certain countries where the PEE plan rules do not easily comply
with the legislation.
Within the scope of these authorisations, the Supervisory Board of
December15, 2011 authorised the Management Board to renew
the annual employee shareholder operation in 2012 within a limit
of 4.9 million shares (almost 0.9% of the capital). This program
will include a non-leveraged and a leveraged plan (x10) restricted
to employees of Group will be offered in 27 countries, excluding
France and the United States, representing 80% ofemployees.
The twenty-third resolution is valid until June 2013, whereas the
twenty-fourth resolution expires in November2012. Therefore, to
allow a new global employee shareholder program in 2013, we
propose a renewal of this authorisation with the same conditions.
The authorisation will not exceed 1% of the capital. They will be
deducted from the ceiling of 2% of the capital set for the issuance
of shares to employees who are members of the PEE plan. Atthe
discretion of the Management Board, the issue price will be based
on either (i)the opening or closing price of the Company’s share
quoted on the trading day the decision of the Management Board
setting the issue price is made, or (ii)the average of the opening
or closing prices quoted for the Company’s shares over the
twenty trading days preceding the decision of the Management
Board setting the issue price under this resolution or under the
twenty- third resolution. The Management Board may apply a
maximum discount of 20% to the reference price. The discount will
be determined by the Management Board taking into consideration
any foreign legal, regulatory or tax provisions that may apply to any
benefi ciary governed by foreign law.
This authorisation cancels and replaces the existing authorisation
from August1, 2012 given in the twenty-fourth resolution for the
amounts remaining unused by July 31, 2012. This authorisation
is valid for a period of 18 months and can only be used from
August1,2012.
Finally, the eighteenth resolution requests the powers necessary to
carry out formalities.