APC 2012 Annual Report Download - page 310

308 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
SEVENTEENTH RESOLUTION
(Authorization to the Board of Directors
to grant to officers and employees of the
Company or of companies affiliated therewith
options to subscribe for or to purchase shares
up to a limit of 0.5% 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:
•hereby resolve to authorize the Board of Directors to grant, on
the terms and conditions set forth in Article L.225-180 of the
Code of Commerce, on one or more occasions, to persons it
may designate from among the members of the staff and offi cers
of the Company and the companies or groupings affi liated
therewith options carrying the right to subscribe for new shares
of Schneider Electric SA or to purchase existing shares of the
Company acquired by Schneider Electric SA on the terms and
conditions provided by law;
–provided, however, that the subscription or purchase price
on the date the option is granted may not be less than the
average trading price quoted during the twenty trading
sessions preceding the date of grant, provided, however,
that the purchase price, furthermore, shall not be less than
80% of the average purchase price of the shares owned by
the Company under and pursuant to Articles L.225-208 and
L.225-209 of the Code of Commerce;
•provided, however, that:
(i) the aggregate number of options granted under and pursuant
to this authorization and not yet exercised may not give rise
to a right to subscribe for, or purchase, a number of shares
greater than 0.5% of the share capital on the date of this
General Shareholders’ Meeting, not taking into consideration
adjustments that might be made to protect the rights of
benefi ciaries or recipients in accordance with law or regulations,
as well as applicable contractual provisions, and that within
such limit of 0.5% the grants to Company offi cers shall not
exceed annually 0.03% of the share capital on the date of this
Shareholders’ Meeting (excluding adjustment),
(ii) the options shall have a term of between fi ve and ten years, and
(iii) the total number of the options granted to offi cers of the
Company and to members of the Company’s Executive
Committee in connection with annual long-term incentive
plans shall be subject to meeting one or more performance
goals, and that 50% of the options granted to the other
benefi ciaries and recipients shall be subject to meeting one or
more performance goals;
•this authorization shall automatically and ipse iure constitute an
express waiver in favor of the benefi ciaries and recipients of the
subscription options by the shareholders of their preferential
right to subscribe for and acquire the shares to be issued as the
options are exercised;
•hereby resolve to grant any and all authority to the Board of
Directors, within the limits set forth hereinabove, to implement
and give effect to this authorization and, in particular:
–to determine any and all terms and conditions of the
transactions, set the terms and conditions on which and
to whom the options shall be granted and designate the
benefi ciaries and recipients of the options,
–set the length of validity of the options, the dates or periods for
exercising the options,
–to determine the terms and conditions on which the price
and number of shares to be acquired by subscription or
purchase may be adjusted to take into consideration fi nancial
transactions undertaken by the Company,
–to carry out, or cause to be carried out, any and all actions
and formalities to make fi nal the capital increase or increases
undertaken under and pursuant to this authorization, amend
the Articles of Association as a result thereof, and generally do
whatever may be necessary,
–all under and subject to the law and regulations applicable on
the date the options are granted.
The Shareholders hereby take note that the Board of Directors,
under and pursuant to Article L.225-185 of the Code of Commerce,
shall set the terms and conditions for exercising the options granted
to the eligible offi cers of the Company.
The Board of Directors each year shall report at the Ordinary General
Shareholders’ Meeting on transactions undertaken in connection
with this authorization.
The Shareholders 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;
This authorization shall remain valid for a maximum of 38months
from and after the date of this General Shareholders’ Meeting.
It shall nullify and render void the authorization granted in the
Twentieth Resolution approved at the General Shareholders’
Meeting held on April 21, 2011, in respect of the amounts
thereunder not used by the Management Board.
EIGHTEENTH RESOLUTION
(Authorization to the Board of Directors
to undertake capital increases reserved to
participants in a Company Investment Plan up
to a limit of 2% 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 in accordance with Articles
L.3332-1 et seq. of the Labor Code and Articles L.225-129-2,
L.225-129-6, and L.225-138-1 of the Code of Commerce and in
accordance with such Code:
•hereby resolve to grant its authority to the Board of Directors, with
the power to grant subdelegations of authority, for a period of
26months from and after the date of this General Shareholders’
Meeting to undertake a capital increase on one or more occasions
at its discretion by issuing shares or securities carrying the right to
acquire shares of the Company, on the terms and conditions set
forth in Article L.225-180 of the Code of Commerce and L.3344-1
of the Labor Code, reserved to participants in an Investment Plan
of the Company and French or non-French companies affi liated
with the Company in a maximum nominal, or paid-in capital,
amount of 2% of the share capital on the date this authorization
is implemented and given effect, provided, however, that (i) such
limit shall be charged against the limits set forth in the Tenth
and Twelfth Resolutions approved at this General Shareholders’