APC 2012 Annual Report Download - page 255

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 253
GENERAL PRESENTATION OF SCHNEIDER ELECTRICSA
7
SHAREHOLDERS’ RIGHTS ANDOBLIGATIONS
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2. Shareholders’ rights
andobligations
Annual Shareholders’ Meetings (article23 of the articles of association)**
The procedures for calling and holding General Meetings are
governed by French law.
The meetings are held at the head offi ce or any other address
provided in the call to meeting. When the decision is made to call
a General Meeting, the Management Board may decide to make
all or part of the meeting available for public viewing via video
conferencing or remote transmission.
All shareholders may attend personally or be represented at General
Meetings after providing proof of their identity and share ownership
in accordance with the applicable laws and regulations.
When the decision is made to call a General Meeting, the
Management Board may also decide to allow shareholders to
participate or vote using videoconferencing facilities and/or any
other telecommunication medium allowed under the applicable
legislation.
Remote voting procedures are governed by the applicable laws
and regulations. In particular, shareholders may send proxy and
postal voting forms before General Meetings either on paper or,
if approved by the Management Board and stated in the Meeting
announcement and/or notice, electronically.
When the decision is made to call a General Meeting, the
Management Board may authorize shareholders to fi ll out and
sign these forms electronically through a secure site set up by
the General Meeting organizer using a process that complies with
article 1316-4, paragraph 2, line 1 of the French Civil Code, for
example by entering a login ID and a password.
Proxies or votes submitted electronically before the General
Meeting, as well as the related acknowledgements of receipt, will
be considered irrevocable and binding documents. However, in the
event that shares are sold before the applicable record date (i.e.,
midnight CET three days before the Meeting date), the Company
will cancel or amend, as appropriate, any related proxies or votes
submitted electronically before the General Meeting.
The Chairman of the Supervisory Board chairs the General Meetings.
In his absence, he is replaced by the Vice Chairman or by another
member of the Supervisory Board specifi cally designated for this
purpose by the Supervisory Board. In the event that no Chairman
has been selected, the General Meeting elects its Chairman.
The two shareholders with the largest number of voting rights
present at the meeting or accepting the mission serve as scrutineers.
The meeting committee selects the secretary, who may or may not
be a shareholder.
An attendance sheet is fi lled out in accordance with French law.
Copies or extracts of the Meeting’s minutes are certifi ed either by
the Chairman or Vice Chairman of the Supervisory Board, a member
of the Management Board or the General Meeting secretary.
Voting rights**
1– Double voting rights
(article24 of the articles of association)
Voting rights attached to shares are proportionate to the equity in
the capital they represent, assuming that they all have the same
par value. Each share carries one voting right, unless there are
any unavoidable legal restrictions on the number of voting rights
that may be held by any single shareholder. Notwithstanding the
foregoing, double voting rights are attributed to fully paid-up shares
registered in the name of the same holder for at least two years
prior to the end of the calendar year preceding the one in which
the General Meeting takes place, subject to compliance with the
provisions of the law. In the case of a bonus share issue paid up
by capitalizing reserves, earnings or additional paid-in capital, each
bonus share allotted in respect of shares carrying double voting
rights will also have double voting rights.
The shares are stripped of their double voting rights if they are
converted into bearer shares or transferred, except in the case
of the transfer from one registered holder to another as part of an
inheritance or family gift.
Double voting rights may also be stripped by a decision of the
Extraordinary Shareholders’ Meeting after ratifi cation by a special
meeting of shareholders benefi ting from double voting rights.
The minimum holding period to qualify for double voting rights was
reduced from four to two years by decision of the Combined Annual
and Extraordinary Shareholders’ Meeting of June27, 1995.