APC 2012 Annual Report Download - page 309

3072012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
price of the ordinary shares or any and all securities carrying the
right to acquire shares, provided, however, that the issue price
shall not be less, at the discretion of the Board of Directors, than:
(i) the weighted average of the trading prices of the shares
on NYSE Euronext in Paris over a maximum period of six
months preceding the date on which the issue price is set, or
(ii) the weighted average trading price by volume of the shares
on NYSE Euronext in Paris on the trading day preceding the
setting of the issue price,
possibly reduced, in both cases, by a maximum discount of 5%.
•hereby resolve that, if the subscriptions do not take up the total
amount of the issue of shares or securities, the Board of Directors
may limit the issue to the amount of the subscriptions therefor on
the terms and conditions provided by law applicable at the time
the authority granted under this authorization is used;
•hereby resolve that this authorization shall nullify and render void
the Nineteenth 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 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.
SIXTEENTH RESOLUTION
(Authorization to the Board of Directors to
make grants of free shares (on the basis of
existing shares or shares to be issued) to
officers and employees of the Company or
of companies affiliated therewith, subject
to performance conditions, as the case may
be, up to a limit of 1.8% of the share capital,
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
Articles L.225-197-1 et seq. of the Code of Commerce:
•hereby resolve to authorize the Board of Directors to make
grants, on one or more occasions to members of the staff or
certain categories thereof that it shall determine from among the
employees of the Company or of companies affi liated therewith
for purposes of Article L.225-197-2, as well as to offi cers who
meet the conditions set forth in Article L.225-197-1 of the Code
of Commerce of free existing shares or shares to be issued of
the Company;
•hereby resolve that the Board of Directors shall determine who
is to benefi t from the grants as well as the terms and conditions
thereof and the performance criteria, if any, to which all or part
of the shares granted under and pursuant to annual long-term
incentive plans shall be subject, provided, however, that 100% of
the shares granted to offi cers of the Company and to members
of the Company’s Executive Committee under and pursuant to
long-term incentive plans shall be subject to meeting one or more
performance goals, and 50% of the shares granted to the other
benefi ciaries, in such connection, shall be subject to meeting one
or more performance goals;
•hereby resolve that the aggregate number of shares granted shall
not amount to more than 1.8% of the Company’s share capital
on the date on which this General Shareholders’ Meeting is
beingheld;
•hereby resolve that the shares granted annually to offi cers of
the Company under and pursuant to this authorization shall not
account for a percentage greater than 0.03% of the Company’s
share capital on the date on which this General Shareholders’
Meeting is being held;
•hereby resolve that the grants of shares to the benefi ciaries
or recipients thereof shall be fi nal, subject to the terms and
conditions and meeting the performance goals established by the
Board of Directors, as the case may be, at the end of a vesting
period set by the Board of Directors. The Board of Directors shall
have the right to set the vesting and lock-up or holding periods, in
accordance with Article L.225-197-1 of the Code of Commerce
and to provide for a minimum vesting period of 4 years for all or a
portion of the shares, without a lock-up or holding period, except
as may be provided or required for tax or health insurance/social
security purposes, and/or a minimum vesting period of 2 years,
with a minimum lock-up or holding period of 2 years;
•hereby resolve, as an exception to the foregoing paragraph,
that fi nal effectiveness of grants of shares and the right to sell
or transfer them freely shall vest, however, in a benefi ciary or
recipient thereof, if he or she should become subject to any of
the cases of disability set forth in Article L.225-197-1 of the Code
of Commerce;
•hereby resolve to authorize the Board of Directors to make
adjustments, as the case may be, during the vesting period to
the number of shares in connection with possible transactions
involving the Company’s share capital, so as to protect and
preserve the rights of the benefi ciaries and recipients;
•hereby take note that this authorization shall constitute
automatically and ipse iure an express waiver by the shareholders
in favor of the benefi ciaries and recipients of free shares of their
preferential right to subscribe for and acquire the shares to be
issued that are awarded on a free basis. The capital increase
corresponding thereto shall be fully and fi nally completed solely
as a result of the fi nal and effective grant of the shares to the
benefi ciaries and recipients thereof;
•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 38 months from and after this General
Shareholders’ Meeting the period of validity of this authorization,
which shall nullify and render void the authorization granted at the
General Shareholders’ Meeting held on April21, 2011, in respect
of the amounts thereof not used by the Management Board.
The Shareholders hereby resolve to grant any and all authority to the
Board of Directors, with the right to grant subdelegations of authority
within the limits provided by law, to implement and give effect to this
authorization, undertake and perform any actions, formalities, and
statements or declarations, make any adjustments, as the case may
be, to any transactions involving the Company’s share capital, record
the increase or increases in share capital completed pursuant to this
authorization, amend the Articles of Association as a result thereof, and
generally do whatever may be necessary.
The Shareholders hereby take due note that the Board of Directors
shall set the terms and conditions of lock-up and holding period
applicable to shares granted to eligible offi cers, in accordance with
Article L.285-197-1 II of the Code of Commerce.