APC 2012 Annual Report Download - page 301

2992012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
FIFTH RESOLUTION
(Approval of an Amendment to the Status of
Mr.Jean-Pascal Tricoire)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, having
heard the Report of the Management Board and the Special Report
of the Statutory Auditors presented under and pursuant to Articles
L.225-88 and L.225-90-1 of the Code of Commerce hereby resolve
to approve the Amendment to the indemnity plan for indemnities
due to Mr. Jean-Pascal Tricoire should his responsibilities terminate
and take note of the information relating to the agreements and
commitments undertaken during the previous fi nancial year relating
to the status of Mr. Jean-Pascal Tricoire and approved by the
Shareholders at a General Meeting thereof.
SIXTH RESOLUTION
(Re-Election of a Member of the Supervisory
Board: Mr.Gérard de La Martinière)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, having
heard the Report of the Management Board, hereby resolve to re-
elect Mr. Gérard de La Martinière for a term of 2 years, expiring
at the close of the General Shareholders’ Meeting held in 2016 to
consider and act on the fi nancial statements for the fi nancial year
ending December 31, 2015.
SEVENTH RESOLUTION
(Authority Granted to the Management Board
to Buy Back Shares of the Company – Maximum
Purchase Price per Share EUR75)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, having
heard the Report of the Management Board, hereby resolve to grant
authority to the Management Board, in accordance with Article
L.225-209 of the Code of Commerce and of European Regulation
n°2273/2003, dated December22, 2003, to acquire shares of the
Company for the purpose:
•of reducing the share capital within the maximum legal limit;
•meeting obligations relating to option plans or other plans involving
awards of shares to employees or offi cers of the Company or a
related or affi liated c ompany ;
•meeting obligations arising under, or in connection with, securities
convertible into shares of the Company;
•undertaking acquisitions and external growth transactions (up to
a limit of 5% of the share capital);
•stimulating the market for the Company’s shares under and
pursuant to a liquidity agreement fi led with and recognized by the
Autorité des marchés fi nanciers; or
•implementing and carrying out any market practice that may be
recognized by law or the Autorité des marchés fi nanciers.
The maximum number of shares that may be acquired under
and pursuant to this authority shall not exceed 10% of the
aggregate number of shares constituting the share capital on the
date of this Shareholders’ Meeting (i.e., for indicative purposes,
55,541,701 shares on the basis of the share capital as of
December31, 2012).
The maximum purchase price shall be EUR75 per share. If,
however, all or part of the shares acquired on and under such terms
and conditions should be used to grant stock options under and
pursuant to Articles L.225-177 et seq. of the Code of Commerce,
the sale price shall then be determined in accordance with legal
provisions relating to options to purchase shares.
As a result of the aforesaid limits, the maximum aggregate amount
of share buy-backs shall not exceed EUR4,165,627,605.
The acquisition, retention, sale, or transfer of such shares may be
made on one or more occasions by any means, in the market, on
a multilateral trading system (MTS/MTF), via a systemic internalizer,
or by individual, person-to-person (over-the-counter) trade in
compliance with applicable law and regulations. Such means
and methods shall include acquisition or sale of blocks, use of
any and all derivative fi nancial instruments traded on a regulated
exchange or directly between individuals (over-the-counter) and the
implementation of option strategies (purchase and sale of put and
call options and any combination thereof, to the exclusion of sale
of put options), in compliance with applicable law and regulations.
The acquired shares may also be cancelled on the terms and
conditions set forth in Articles L.225-204 and L.225-205 of the
Code of Commerce and as provided in the Twentieth Resolution
approved at this General Shareholders’ Meeting.
The Management Board may adjust the prices set forth above in
the event of capitalization of reserves or earnings giving rise either
to an increase in the nominal amount, or par value, of the shares,
or issuance and free awards of shares, in the event of a division
of the nominal amount, or par, value, of the shares (stock split) or
amalgamation of shares (reverse split), and, more generally, in the
event of a transaction involving shareholders’ equity, to account
for the impact of the consequences of such transactions on the
value, or price, of the shares, such price then to be adjusted by a
multiplier coeffi cient equal to the relationship between the number
of shares constituting the share capital prior to the transaction and
such number following such transaction.
Any and all authority is hereby granted to the Management Board
with power to grant delegations of authority to implement and carry
out this Resolution.
The authority and delegations of authority hereby granted to the
Management Board shall also inure to the benefi t of the Board of
Directors in the event of approval of the Eighth Resolution at this
General Shareholders’ Meeting relating to a change in the form of
governance and management.
This authority shall be valid for a maximum of 18months from the
date of this General Shareholders’ Meeting.