APC 2012 Annual Report Download - page 256

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC254
GENERAL PRESENTATION OF SCHNEIDER ELECTRICSA
7SHAREHOLDERS’ RIGHTS ANDOBLIGATIONS
2– Ceiling on voting rights
(article24 of the articles of association)
At the Annual Shareholders’ Meeting, no shareholder may exercise
more than 10% of the total voting rights attached to the Company’s
shares. The 10% ceiling is calculated on the basis of the single voting
rights held directly and proxies held by the shareholder concerned.
If the shareholder holds or represents shares carrying double voting
rights, the limit may be raised to 15%, provided that the 10% ceiling
is exceeded solely by virtue of the double voting rights.
To apply these provisions:
•the total number of voting rights is calculated on the date of
the General Meeting and announced to shareholders when the
General Meeting is called to order;
•the number of voting rights held directly and indirectly include
those attached to shares owned by a shareholder personally,
those attached to shares held by a legal entity over which the
shareholder exercises control, as defi ned in article L.233-3 of
the French Commercial Code, and those attached to shares
assimilated to shares owned, as defi ned by article L.233-7 et
seq. of the French Commercial Code;
•proxies returned to the Company that do not appoint a
representative are subject to the above ceilings. However, these
ceilings do not apply to the Meeting Chairman voting on behalf
of such proxies.
The above ceilings will no longer apply, without it being necessary
to put the matter to the vote at a further Annual and Extraordinary
Meeting, if any individual or legal entity, acting alone or jointly with
one or other individuals or legal entities, acquires or increases its
stake to at least two-thirds of the Company’s capital through a
public tender offer for all the Company’s shares. In this case, the
Management Board will place on record the lifting of the above
ceilings and will amend the articles of association accordingly. The
ceiling on voting rights was approved by the Combined Annual and
Extraordinary Shareholders’ Meeting of June27, 1995.
In accordance with article L.225-96, paragraph 1 of the French
Commercial Code, any amendment to the articles of association
must be approved by the Extraordinary General Meeting, by a
majority of at least two thirds of the voting rights represented by
shareholders in attendance or participating by proxy.
Income appropriation (article26 of the articles of association)
Net income for the year less any losses brought forward from prior
years is appropriated in the following order:
•5% to the legal reserve (this appropriation is no longer required
once the legal reserve represents one tenth of the capital,
provided that further appropriations are made in the case of a
capital increase);
•to discretionary reserves, if appropriate, and to retained earnings;
•to the payment of the balance in the form of a dividend.
The Annual Shareholders’ Meeting may decide to offer shareholders
the opportunity to receive the dividend in cash or in the form of new
shares of common stock.
Dividends not claimed within fi ve years from the date of payment
are forfeited and paid to the State in accordance with the law.
Types of shares (article7 paragraph1 of the articles of association)
Shareholders may elect to hold their shares in registered or bearer form. To establish proof of ownership, the shares must be recorded in the
shareholder’s account in accordance with the procedures and conditions defi ned by current legislation and regulations.
Disclosure thresholds (article7 paragraph2 of the articles of association)
The articles of association stipulate that any individual or legal entity
that owns or controls (as these terms are defi ned in articleL.233-
9 of the French Commercial Code) directly or indirectly, shares or
voting rights representing at least 1% of the total number of shares
or voting rights outstanding, or a multiple thereof, is required
to disclose the total number of shares, voting rights and share
equivalents held directly, indirectly or in concert to the Company
by registered letter with return receipt requested, within fi ve trading
days of the disclosure threshold being crossed. In addition, effective
November 1, 2009 the shareholder must notify the Company, in
the disclosure letter, of the number of existing shares it is entitled
to acquire by virtue of agreements or fi nancial instruments referred
to in pointb) of the third paragraph of articleL.233-7 of the French
Commercial Code and of the number of existing shares covered by
any agreement or fi nancial instrument referred to in pointc) of said
paragraph. Shareholders are also required to notify the Company
if the number of shares or voting rights held falls below one of the
thresholds defi ned above. In the case of failure to comply with
these disclosure obligations, the shares in excess of the disclosure
threshold will be stripped of voting rights at the request of one or
several shareholders owning at least 2.5% of the Company’s capital,
subject to compliance with the relevant provisions of the law. These
disclosure thresholds were approved by the Combined Annual and
Extraordinary Shareholders’ Meetings of June 27, 1995; May 5,
2000 and April23, 2009.