APC 2012 Annual Report Download - page 307

3052012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
•hereby resolve that the issuance of shares by the Company
may result, in accordance with Article L.228-93 of the Code of
Commerce, from securities issued by companies of which it
owns, directly or indirectly, more than half the share capital and
that carry the right, by any and all means, to acquire ordinary
shares of the Company;
•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 EUR220million in
nominal amount (or paid-in capital) (i.e., as an indication, 9.9% of
the share capital as of December 31, 2012), 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, provided, however, that the amount
of EUR220million shall be charged against the aggregate limit
of capital increases of EUR800 million set forth in the Tenth
Resolution approved at this General Shareholders’Meeting;
•hereby resolve that the maximum nominal, or paid-in capital, amount
of the shares providing for the attribution of 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 be apply to this
Resolution and to other securities providing for the attribution of debt
securities issued on the basis of the Tenth 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, in particular, 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’ preferential right to
subscribe for and acquire shares or securities that may be
issued in accordance with applicable law shall not apply thereto,
provided, however, that there shall be instituted in favor of the
shareholders a priority right for a minimum number and/or a
variable number to subscribe therefor in accordance with Article
L.225-135 of the Code of Commerce;
•hereby resolve that the amount received, or to be received, by
the Company for each of the shares issued, or to be issued,
after taking into consideration, in the event of an issue of
warrants to subscribe for, or be attributed shares, the issue
price of such warrants, shall be at least equal to the minimum
price contemplated by applicable law and/or regulations on the
issue date, i.e., presently at the weighted average of the trading
price during the three most-recent trading sessions preceding
the setting of the issue price, possibly reduced by a maximum
discount of 5%, after correction, if appropriate, of such amount
to take account of the effective date;
•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 ordinary shares of the Company which such
securities carry the right to acquire;
•hereby resolve that this authorization may be used to pay for
shares contributed in connection with a public exchange offer
initiated by the Company, within the limits and on the terms
and conditions set forth in Article L.225-148 of the Code of
Commerce;
•hereby resolve that this authorization shall nullify and render void
the Sixteenth Resolution adopted at the Extraordinary General
Shareholders’ Meeting held on April21, 2011, in the amounts
thereof not used by the Management Board;
•hereby resolve that the authorizations and delegations of
authority approved by 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.
THIRTEENTH RESOLUTION
(Authorization to the Board of Directors to
increase the amount of the initial issue, as
approved pursuant to the Tenth and Twelfth
Resolutions, respectively, with or without 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 acting in accordance with
Article L.225-135-1 of the Code of Commerce:
•hereby resolve to authorize the Board of Directors for a period of
26months from and after this General Shareholders’ Meeting,
with the power to grant subdelegations of authority, to decide that,
for each of the issues authorized under and pursuant to the Tenth
and Twelfth Resolutions approved at this General Shareholders’
Meeting the number of ordinary shares and securities to be
issued may be increased by the Board of Directors on the terms
and conditions of law and regulations and up to the limit of the
maximum amounts set forth in the Ten and Twelfth Resolutions,
respectively, approved at this General Shareholders’ Meeting;
•hereby take note that the Board of Directors shall have full
authority to implement and give effect to this authorization;
•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 that this authorization shall nullify and render
void the Seventeenth Resolution approved at the Extraordinary
General Shareholders’ Meeting held on April21, 2011, in respect
of the amounts not used by the Management Board.
FOURTEENTH RESOLUTION
(Authorization to the Board of Directors to
increase the share capital within a limit of 9.9%
of the share capital for the purpose of paying
for contributions in kind)
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 acting in accordance with
ArticleL.225-147 of the Code of Commerce:
•hereby resolve to grant to the Board of Directors the authority
necessary to undertake one or more capital increases, on the
report of the Statutory Auditors, within a limit of 9.9% of the share
capital for the purpose of paying for contributions in kind made