APC 2012 Annual Report Download - page 306

304 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
•hereby resolve that the Board of Directors shall fi x the terms and
conditions on which and the limits within which the shareholders
may exercise their right to subscribe for and acquire shares on
a basis that may not be reduced and may grant to shareholders
a preferential right to subscribe for and acquire shares on an
irrevocable entitlement basis (à titre irréductible), which shall be
exercised proportionally to their right and within the limit of their
applications therefor;
•hereby resolve that, if the subscriptions for shares to be issued
on an irrevocable entitlement basis (à titre irréductible) and by
entitlement subject to reduction (à titre réductible), as the case
may be, do not take up the entire issue of shares or securities,
as defi ned hereinabove, the Board of Directors may use the
options made available under Article L.225-134 of the Code of
Commerce and, in particular, place all or part of the shares for
which no subscriptions are received via a public offering or a
private placement in accordance with the terms and conditions
set forth in Article411-2 of the Monetary and Financial Code;
•hereby take note that this authorization shall constitute
automatically and ipse iure a waiver by the shareholders in favor
of the holders of securities that might be issued and carrying the
right to acquire shares of the Company of their preferential right
to subscribe for and acquire the ordinary shares of the Company
which such securities carry the right to acquire;
•hereby resolve that the amount received, or to be received, by
the Company for each of the shares issued, or to be issued,
in connection with the above-described authorization shall be
at least equal to the nominal, or paid-in capital, amount of the
shares on the date of issue of such securities;
•hereby resolve that this authorization shall nullify and render void
the Fourteenth Resolution approved at the Extraordinary General
Shareholders’ Meeting held on April21, 2011, in respect of the
amounts thereof not used by the Management Board;
•hereby resolve that the authorizations and delegations of
authority granted to the Board of Directors under and pursuant
to this authorization shall inure to the benefi t of the Management
Board, should the Eighth Resolution proposed at this General
Shareholders’ Meeting in respect of changing the Company’s
form of governance and management not be approved;
•hereby resolve to fi x at 26months from and after this General
Shareholders’ Meeting the period of validity of this authorization.
ELEVENTH RESOLUTION
(Authority to the Board of Directors to increase
the share capital by capitalizing reserves,
earnings, premiums, or other amounts for
which capitalization may be allowed)
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 in accordance with
Articles L.225-192-2 and L.225-130 of the Code of Commerce:
•hereby resolve to authorize the Board of Directors, with the power
to grant subdelegations of authority, to undertake one or more
capital increases by capitalizing reserves, earnings, premiums, or
other amounts for which capitalization is possible under law and
the Articles of Association through the issuance or awarding of
free shares or increasing the nominal, or paid-in capital, amount
of existing shares, or both;
•hereby resolve that the maximum nominal, or paid-in capital,
amount of capital increases that may be undertaken under
and pursuant to this authorization shall be charged against
the aggregate limit for capital increases of EUR800 million
set forth in the Tenth Resolution proposed at this General
Shareholders’Meeting;
•hereby resolve that the rights giving rise to fractional shares
shall be neither negotiable, nor alienable, and that the shares
corresponding thereto shall be sold. The amounts arising from
the sale shall be paid to the holders of the rights no later than 30
days after the date of registration or recording in their account of
the whole number of shares attributed to them;
•hereby take note that the Board of Directors has full authority to
implement and give effect to this authorization;
•hereby resolve that this authorization shall nullify and render void
the Fifteenth Resolution adopted at the Extraordinary General
Shareholders’ Meeting held on April21, 2011, for the amounts
not used by the Management Board;
•hereby resolve that the authorizations and grants of authority
to made to the Board of Directors under and pursuant to this
authorization shall inure to the benefi t of the Management
Board, should the Eighth Resolution proposed at this General
Shareholders’ Meeting in respect of changing the Company’s
system of governance and management not be approved;
•hereby resolve to fi x at 26months from and after this General
Shareholders’ Meeting the period of validity of this authorization.
TWELFTH RESOLUTION
(Authority to the Board of Directors (i) to
increase the share capital up to a limit of
EUR220million in nominal, or paid-in capital,
amount by issuing ordinary shares of any and all
securities carrying the right to acquire shares
of the Company or any of the subsidiaries
thereof, without the shareholders’ preferential
subscription right, or (ii) to issue securities
providing forthe attribution of debt securities,
in both cases through a public offering, without
the shareholders’ preferential subscription
right. This authorization may be used to pay for
contributions of securities in connection with a
public exchange offer initiated by theCompany)
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.225-135, L.225-136, 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, through
a public offering (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,
or any and all securities carrying the right by any and all means,
immediately and/or in the future, to acquire ordinary shares of
the Company or of any c ompany of which it may own, 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) on the same terms
and conditions, by issuing 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,
and acquisition of, the shares and other securities pay be paid
either in cash, or by offset against receivables or claims, (b) new
shares shall have the same rights as previously-issued shares,
subject to the effective date thereof;