APC 2012 Annual Report Download - page 305

3032012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
The Shareholders hereby take due note that the responsibilities
of the members of the Management Board and of the
Supervisory Board shall terminate at the close of this General
Shareholders’ Meeting.
NINTH RESOLUTION
(Further to the (i) 22nd Resolution approved
at the Extraordinary General Shareholders’
Meeting held on April21, 2011 (Capital
Increase Reserved to Employees Participating
in a Company Investment Plan without the
shareholders’ preferential subscription
right) and (ii) the 17thResolution approved
at the Extraordinary General Shareholders’
Meeting held on May3, 2012 (Capital Increase
Reserved to a Class of Beneficiaries: in favor
of employees of foreign companies of the
Group, either directly or via entities acting
on behalf thereof, without the shareholders’
preferential subscription right) granted to the
Management Board to inure to the benefit of
the 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 and subject
to approval of the Eighth Resolution at this General Shareholders’
Meeting, hereby take note that the grants of approvals and
authorizations and delegations of authority heretofore made or
granted to the Management Board under and pursuant to the
resolutions described below shall inure to the benefi t of the Board of
Directors and shall be repeated and reiterated to the extent required
for the benefi t thereof for the time remaining that they have to run:
•Twenty-Second Resolution approved at the Extraordinary
General Shareholders’ Meeting held on April21, 2011, valid for
26months, expiring on June20, 2013 (Capital increase reserved
to employees participating in a Company Investment Plan,
without the shareholders’ preferential subscription right);
•Seventeenth Resolution approved at the Extraordinary General
Shareholders’ Meeting held on May3, 2012, valid for 18months,
expiring on November2, 2013 (Capital increase reserved to a
class of benefi ciaries: in favor of employees of foreign companies
of the Group, either directly, or via entities acting on behalf
thereof, without the shareholders’ preferential subscription right).
TENTH RESOLUTION
(Authority to the Board of Directors (i)to
increase the share capital by an amount up to
EUR800million of nominal, or paid-in, capital
by issuing ordinary shares or any securities
carrying the right to acquire shares, with
the shareholders’ preferential subscription
right, or (ii)to issue securities providing for
the attribution of debt securities, with the
shareholders’ preferential subscription right)
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 and the Special
Report of the Statutory Auditors and in accordance with Articles
L.225-129 to L.225-129-6, L.225-132, L.225-134, L.228-91 to
L.228-93 of the Code of Commerce:
•hereby resolve to authorize the Board of Directors, with the
power to grant subdelegations of authority, to undertake (i) one
or more capital increases by issuing, in the proportions and at the
times it may deem appropriate, in France and/or outside France,
ordinary shares of the Company and any and all other securities
issued with, or without, consideration or carrying the right by
any and all means, immediately and/or in the future, to acquire
ordinary shares of the Company or of a c ompany of which it
owns, directly or indirectly, more than half the share capital, such
securities to be denominated in Euros, or in any other currency or
unit of account fi xed by reference to several currencies, or (ii) by
issuing, on the same terms and conditions, securities providing
for the attribution of debt securities subject to Articles L.228-91
et seq. of the Code of Commerce; provided, however, that (a)
the subscription for shares and other securities may be made
either for cash, or by offset against receivables or claims and
(b) the shares to be issued shall give rise to the same rights as
previously-issued shares, subject to the effective date thereof;
•hereby resolve that the aggregate amount of the capital increases
that may be undertaken immediately and/or in the future on
the basis of this Resolution shall not exceed EUR800million in
nominal amount (or paid-in capital) (i.e., for illustrative purposes,
36% of the share capital as of December 31, 2012), an amount
to which shall be added the additional amount of shares to be
issued, as the case may be, to protect the rights of holders of
securities carrying the right to acquire shares of the Company,
options to subscribe for or purchase shares, or free shares or
performance shares, in accordance with law and contractual
provisions providing for other cases of adjustment. The capital
increases undertaken on the basis of the Eleventh, Twelfth,
Thirteenth, Fifteenth, and Eighteenth Resolutions approved at
this General Shareholders’ Meeting, as well as those undertaken,
if any, on the basis of the Twenty-Second Resolution approved
at the Extraordinary General Shareholders’ Meeting held on
April21, 2011, shall be charged against such amount, without
taking into consideration the adjustments necessary to protect
the rights of holders of securities carrying the right to acquire
shares of the Company, options to subscribe for or purchase
shares, or free shares or performance shares, in accordance
with law and contractual provisions providing for other cases of
adjustment. Such limit of EUR800million in nominal, or paid-in
capital, amount shall not apply to capital increases reserved to
employees or offi cers undertaken under and pursuant to the
Sixteenth, Seventeenth, and Nineteenth Resolutions approved
at this General Shareholders’ Meeting, which are the subject of
specifi c Resolutions;
•hereby resolve that the maximum nominal, or paid-in capital,
amount of the shares carrying the right to receive debt securities
that may be issued under and pursuant to this authorization in
accordance with Articles L.228-91 and L.228-92 of the Code of
Commerce shall be fi xed at EUR3billion, or the equivalent of such
amount in the event of an issue in foreign currency, or in a unit
of account fi xed by reference to several currencies, such limit to
apply to this Resolution and to other securities carrying the right
to debt securities issued on the basis of the Twelfth and Fifteenth
Resolutions approved at this General Shareholders’Meeting;
•hereby resolve that the securities carrying the right to acquire
shares of the Company may consist, among others, of debt
securities or be associated with the issuance of such securities,
permit the issuance thereof as intermediate securities, or take
the form of subordinated securities, or not, with, or without, a
defi nite term;
•hereby resolve that the shareholders shall have a preferential
right to subscribe for and acquire the securities issued under
and pursuant to this authorization, proportional to the amount
of their shares;