APC 2011 Annual Report Download - page 272

270 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Extraordinary Meeting
SEVENTEENTH RESOLUTION
(Capital increase reserved for a class of
beneficiaries: for employees of non-French
Group companies, either directly or through
entities acting on their behalf)
The Shareholders’ Meeting, acting with the quorum and majority
requirements for Extraordinary Meetings, having considered the
report of the Management Board and the special report of the
Statutory Auditors, pursuant to 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 Shareholders’ 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 adopted by
the Shareholders’ Meeting of April 21, 2011, but is instead
autonomous and separate from the ceilings in the fourteenth
and sixteenth resolutions adopted by Shareholders’ Meeting
of April21, 2011, (ii)that this resolution cannot be used until
August1, 2012;
2. decides to waive the pre-emptive subscription 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 class of benefi ciaries who
meet the following characteristics: (i)employees and corporate
offi cers of Schneider Electric Group 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
Labour 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 unitholders 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
FIFTEENTH RESOLUTION*
(Nomination of a Supervisory Board member
to represent the employee shareholders
pursuant to article11- c of the articles of
association).
The Shareholders’ Meeting, acting with the quorum and majority
requirements for Ordinary Meetings, nominates MrThierry Jacquet
to replace MrClaude Briquet, whose appointment has expired, as
a member of the Supervisory Board representing the employee
shareholders for a period of four years, pursuant to article11- c of
the articles of association, expiring at the close of the Shareholders’
Meeting in 2016 to approve the 2015 fi nancial statement.
* Resolutions twelve to fifteen: pursuant to article11 - c of the
articles of association of the Company, for a single seat of a
member of the Supervisory Board to represent the employee
shareholders to be filled, only the candidate who has obtained the
largest number of votes from present and represented share-
holders will be appointed. Following the recommendation of the
Supervisory Board, the Management Board has approved the
14th resolution, and therefore invites you to vote in favour of this
resolution and to abstain from voting on the 12th, 13th and 15th
resolutions.
SIXTEENTH RESOLUTION
(Authorisation for the Company to buy back
company shares: maximum purchase price
EUR75)
The Shareholders’ Meeting, acting with the quorum and majority
requirements for Ordinary Meeting, having heard the report of
the Management Board authorises the Management Board, in
accordance with article L.225-209 of the French Commercial
Code, to buy back Company shares in order to reduce the capital,
cover plans for stock options or plans for stock grants, or for
securities convertible into shares; to carry out external growth
transactions or to stimulate the market for Company shares under
a liquidityagreement.
•The maximum number of shares that may be acquired pursuant
to this authorisation shall not exceed 10% of the issued share
capital as of the date of this Shareholders’ Meeting (e.g.
54,894,302shares as of December31, 2011).
•The maximum purchase price is set at EUR75. However, if all or
some of the shares acquired pursuant to these conditions are
intended to grant stock options, pursuant to articlesL.225-177
et seq. of the French Commercial Code, the selling price of the
shares in question will be determined in accordance with the legal
provisions governing stock options.
•As a result of the limits above, share buybacks may not exceed a
maximum amount of EUR4,117,072,650.
•The shares may be acquired, disposed, exchanged or transferred
at any time, except when there is a public offering on Schneider
ElectricSA securities, in compliance with current legislation. This
may be done by any appropriate method on the market, over the
counter, or by any means including through block acquisitions
or disposals, the use of put or call options or the use of any
derivative fi nancial instrument.
•Shares acquired may also be cancelled, subject to compliance
with the provisions of articles L.225-204 and L.225-205 of
the French Commercial Code and in accordance with the
twenty- fourth resolution adopted by the General Meeting of
April21, 2011.
•The Management Board may adjust the price(s) set above to take
into account the effect of any of the following: (i)an issue of bonus
shares or increase in the par value of existing shares paid up
by capitalising reserves or earnings, (ii)a stock-split or reverse
stock-split, or (iii)more generally, any transaction affecting equity,
to account for the impact of such transactions on the share price.
Said adjustment will be determined by multiplying the price by the
ratio between the number of shares outstanding before and after
the transaction.
•The Management Board shall have full authorisation to implement
this resolution, directly or through a representative.
•This authorisation will expire at the end of a period of 18months
from the date of this Meeting.