APC 2012 Annual Report Download - page 302

300 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
Extraordinary Meeting
EIGHTH RESOLUTION
(Change in Form of Governance
andManagement of the Company
by Adoption ofaBoard of Directors)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to extraordinary shareholder meetings,
having heard the Report of the Management Board, hereby resolve
to adopt a form of governance for the Company, from and after this
Shareholders’ Meeting, as set forth in Articles L.225-17 to L.225-
56 of the Code of Commerce that is structured around a Board of
Directors and a Chief Executive Offi cer or Managing Director, rather
than a Management Board and Supervisory Board.
As a result of the foregoing, the Shareholders hereby resolve to
amend the Company’s Articles of Association as follows, effective
as of the end of this General Shareholders’ Meeting:
I.
(a) In Article1, the fi rst paragraph, shall read: “The Company shall
be organized as a limited c ompany with a Board of Directors”;
(b) In Article 5, 2nd paragraph, the words “Supervisory Board”
shall be replaced by “Board of Directors”;
(c) In Article5, 3rdparagraph, as well as in Article10, the words
“Management Board” shall be replaced by “Board of Directors”.
II. Articles11 to 21 shall be replaced by the following (Articles11
to 16 (new)).
“Article11 Composition of the Board of Directors
1. The Board of Directors has at least three and a maximum of
eighteen members, who shall be individuals. In the event of
a merger, this number may be increased within the limits and
conditions prescribed by law.
Each Director must hold at least two hundred and fi fty shares
during the period he/she is in offi ce.
2. Directors are appointed for four-year terms (renewable).
However, the fi rst Directors who were members of the
Company’s Supervisory Board and who are elected at the
Annual General Shareholders Meeting of April 25, 2013 will
remain on the Board of Directors until the end of their term
as members of the Company’s Supervisory Board, with
the exception of the fi rst Director representing employee
shareholders, who will be elected for a term of four years.
Furthermore, and as an exception to the provision above, the
term given to a person aged 70 or more shall be for two years
(renewable). In addition, when an election is made of a Director
who will reach the age of 70 before the expiry of his/her term,
the length thereof shall be limited to the period expiring at the
close of the Ordinary General Shareholders Meeting called to
approve the previous year’s fi nancial statements and held in
the year during which such Director reaches the age of 70. The
Shareholders may then re-elect such Directors for a two-year
(renewable) term.
In the event that all of the members of the Board of Directors
are to be re-elected, the term of half of the elected Directors,
rounded down if necessary, shall expire at the end of two years,
and the terms of the other members at the end of four years,
based on a random draw to be conducted at a meeting of the
Board of Directors.
The duties of the Directors shall cease at the close of the
Ordinary General Shareholders Meeting called to approve the
previous year’s fi nancial statements and held in the year during
which their terms expire.
No more than a third of the Directors may be aged 70 or more.
In the event this limit should be exceeded, and in the absence
of any voluntary resignation of a Director aged 70 or more, the
oldest Directors shall be deemed to have resigned. However,
should this limit be exceeded as a result of a decrease in the
total number of Directors in offi ce, the above requirement shall
be waived in the event that, within three months, the departed
members are replaced in such a manner as to enable the
number of Directors in offi ce aged 70 or more to be maintained.
3. The Board of Directors shall include one member representing
employee shareholders, who shall be elected by the
shareholders at a General Meeting according to a process
determined by the Board of Directors.
If, however, employees of the c ompany and of related
companies (for purposes of Article L.225-180 of the Code
of Commerce) hold over 3% of the c ompany’s share capital
- as evidenced by the disclosures made in the annual report
in application of Article L.225-102 of the Code of Commerce
- such member shall be elected for a four-year term at the
Ordinary General Shareholders Meeting voting on a motion
tabled by the shareholders described in Article L.225-102 of
the Code of Commerce on the basis set forth in paragraphs (i)
to (iii) below.
(i) The member of the Board of Directors representing
employee shareholders shall take up his/her seat on the
Board of Directors on the date of his/her election at the
general meeting. Where applicable, he/she shall replace an
incumbent member elected on the basis of the conditions set
by the Board of Directors, whose term shall be considered
as having expired. His/her term shall end at the close of
the Ordinary General Shareholders Meeting called during
the fi nal year of the period for which he/she was elected.
However, his/her term shall end ipso jure, and he/she will be
considered as having resigned in the following cases:
–if he/she is no longer i) an employee of the c ompany or a
related c ompany for purposes of Article L.225-180 of the
Code of Commerce, ii) a shareholder or a holder of units in a
mutual fund invested in the c ompany’s shares, iii) a member
of the s upervisory b oard of the mutual fund that proposed him
or her as a candidate, or;
–where, at the end of a fi nancial year, the annual report
prepared by the Board of Directors under and pursuant to
Article L.225-102 of the Code of Commerce discloses that
the shares owned by the employees of the Company and
of related companies for purposes of Article L.225-180
of the Code of Commerce amount to less than 3% of the
Company’s share capital.
(ii) At a General Shareholders Meeting a vote shall be taken on
the list of candidates presented by employee shareholders,
selected as follows:
a) When the voting rights attaching to shares held by the
employees and former employees described in Article
L.225-102 of the Code of Commerce are exercised
by the s upervisory b oard s of mutual funds invested
in the Company’s shares, each of these s upervisory
b oard s shall designate a maximum of two candidates,
selected at their discretion. The s upervisory b oard s
shall be consulted by the Company’s Chief Executive
Offi cer, however, who may decide to consolidate one