APC 2012 Annual Report Download - page 308

306 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
to the Company and consisting of equity securities or securities
carrying the right to acquire shares, when Article L.225-148 does
not apply;
•hereby resolve that, in any event, the amount of the capital
increases made under and pursuant to this Resolution shall be
charged against the maximum amount of capital increases of
EUR220million set forth in the Twelfth Resolution approved at
this General Shareholders’ Meeting;
•hereby resolve that the Board of Directors shall have full authority,
with the power to grant subdelegations of authority, to implement
and give effect to this authorization, in particular for the purpose of:
–determine any and all terms and conditions of the authorized
transactions and especially appraise the value of the
contributions as well as grant particular benefi ts, as the case
may be,
–fi x the number of shares or securities to be issued as
consideration and payment for the contributions, as well as
the effective date of the securities to be issued,
–make any charge against contribution premiums and, in
particular, those with respect to costs, fees, and expenses
incurred in connection with undertaking the issues,
–record the capital increases resulting therefrom and amending
the Articles of Association accordingly,
–generally take any and all measures that may be useful and
enter into any and all agreements, undertake and carry out
any and all formalities required for admission of the shares
to trading and undertake and carry out any and all required
publication measures for the record;
•hereby resolve that this authorization shall nullify and render void
the Eighteenth Resolution approved at the Extraordinary General
Shareholders’ Meeting held on April21, 2011, in respect of the
amounts 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.
FIFTEENTH RESOLUTION
(Authorization to the Board of Directors to
undertake, through an offering as set forth in II
of Article L.411-2 of the Monetary and Financial
Code, without the shareholders’ preferential
subscription right, (i) a capital increase up to
a limit of EUR110million in nominal, or paid-in
capital, amount (i.e., for illustrative purposes,
4.95% of the share capital) by issuing ordinary
shares or any and all securities carrying the
right to acquire shares of the Company or
any of its subsidiaries the issue price of which
shall be decided by the Board of Directors
in accordance with terms and conditions
determined at a General Shareholders’
Meeting, or (ii) issuing securities providing
forthe attribution of debt securities)
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 the Code of Commerce, in particular Articles L.225-129 to
L.225-129-6, L.225-135, L.225-136, L.228-91 to L.228-93 thereof
and of II of Article L.411-2 of the Monetary and Financial Code:
•hereby resolve to authorize the Board of Directors, with the
power to grant subdelegations of authority, to undertake, through
an offering as set forth in II of Article L.411-2 of the Monetary
and Financial Code, on one or more occasions, without the
shareholders’ preferential subscription right, in the proportion
and at the times that it shall deem appropriate, in France and/or
outside France, either in Euros or in any other currency or unit of
account determined by reference to several currencies:
(i) a capital increase through an issue of ordinary shares or of
securities subject to Articles L.228-91 et seq. of the Code of
Commerce 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 owns or holds, directly or indirectly,
more than half the share capital (a “Subsidiary”) (whether newly
issued or existing shares of the Company are involved), or
(ii) on the same terms and conditions, an issue of 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 or other
securities may be made either for cash, or by offset of receivables
or claims and (b) the new shares will have 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 EUR110million in nominal,
or paid-in capital, amount, to which shall be added the additional
number of shares to be issued 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 EUR110 million shall be charged
against the aggregate limit of capital increases of EUR220million
set forth in the Twelfth Resolution and 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 securities 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 being common to this Resolution and to the
securities providing for the attribution of debt securities issued on
the basis of the Tenth and Twelfth Resolutions approved at this
General Shareholders’ Meeting;
•hereby resolve that there shall be no shareholders’ preferential
subscription right in respect of the securities that are the subject
of this Resolution;
•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 to authorize the Board of Directors, as provided
in Article L.225-136 of the Code of Commerce, to derogate
from the terms and conditions for setting the price set forth in
applicable law and regulations at the time the authority granted
under and pursuant to this Resolution is used and to set freely the