APC 2011 Annual Report Download - page 273

2712011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
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
Management Board fi xing the issue price under this resolution
or fi xing the issue price under the twenty-second resolution
adopted by the Shareholders’ Meeting on April 21, 2011;
the Management Board may fi x the issue price by applying a
maximum discount of 20% to the share price of the Company
shares determined by either of the methods described in (i)and
(ii)of this paragraph, the percentage of this discount applied
to the share price of the Company will be determined by the
relevant Management Board, including legal, regulatory and tax
provisions of foreign law applicable, as the case may be, to any
persons who are benefi ciaries of the issue;
4. decides that the Management Board shall have all powers,
under the conditions provided by law and within the limits set
above, to implement this delegation and determine the list of
benefi ciaries within the categories established by this resolution
and the number of securities to be offered to each of them,
provided that the Management Board may decide that the
capital increase will be realised for the amounts subscribed,
provided that at least 75% of the shares or other securities
granting access to capital offered have been subscribed, and in
particular:
–defi ne the characteristics of the securities to be issued,
setting the issue price, dates, times, terms and conditions of
subscription, payment, delivery and possession of shares and
securities, within legal or regulatory limits,
–note the capital increase, issue shares and other securities
granting access to capital, amend the corresponding bylaws,
–and, more generally, enter into any agreement, in particular for
achieving the successful completion of the proposed issues,
take any measures and carry out all formalities for the issue,
trading and servicing of the securities issued by virtue of this
delegation and the exercise of the rights attached thereto, and
generally do whatever is necessary;
5. decides that this delegation shall nullify as of July31, 2012 the
authorisation given by the Shareholders’ Meeting of April21,
2011 in its twenty-third resolution for its amounts not used by
the Management Board.
The delegation conferred by this resolution shall be valid for a period
of 18months from this Shareholders’ Meeting.
EIGHTEENTH RESOLUTION
(Powers for formalities)
The Shareholders’ Meeting gives full powers to the bearer of a copy
or excerpts of the minutes stating these resolutions to accomplish
all legal and administrative formalities.