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3092012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
RESOLUTIONS
Meeting (ii) this authorization may be used only from and after
June 21, 2013;
•hereby resolve to set a maximum discount to be offered in
connection with the Company Investment Plan at 20% of an
average of the trading price of the Company’s shares on NYSE
Euronext in Paris during the twenty trading sessions preceding
the date of the action of the Board of Directors or of its authorized
representative setting the date to begin taking subscriptions. The
Shareholders, however, hereby resolve expressly to authorize
the Board of Directors to reduce the above-described discount
within applicable legal and regulatory limits, or not to grant one,
to take account of the law and regulations applicable in countries
where such offer may be implemented and given effect;
•hereby resolve that the characteristics of the other securities
carrying the right to acquire shares of the Company shall be
decided and determined by the Board of Directors on the terms
and conditions set by applicable law and regulations;
•hereby resolve to waive in favor of the participants in a Company
Investment Plan the shareholders’ preferential right to subscribe
for and acquire the shares and securities carrying the right to
acquire shares to be issued under and pursuant to this Resolution;
•hereby resolve to waive the preferential right to subscribe for and
acquire the issued shares to which the securities issued on the
basis of this Resolution may give rise;
•hereby resolve that this authorization shall nullify and render void
from and after June20, 2013, the authorization granted at the
General Shareholders’ Meeting held on April 21, 2011, in the
Twenty-Second Resolution thereof and reiterated in the Nineth
Resolution submitted at this General Shareholders’ Meeting in
respect of the amounts thereof not used by the Management
Board or the Board of Directors, as the case may be;
•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;
•the Shareholders hereby take note that the Board of Directors has
all authority, with the power to grant subdelegations of authority,
to undertake the transactions set forth in this Resolution and to
record and complete the capital increases resulting therefrom.
NINETEENTH RESOLUTION
(Authorization to the Board of Directors to
undertake capital increases reserved to a
class of beneficiaries or recipients: in favor
of employees of foreign companies of the
Group, either directly, or via entities acting on
behalf thereof to offer to employees of foreign
companies of the Group benefits comparable
to those offered to participants in the
Company Investment Plan up to a limit of 1%
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.225-129-2 and L.225-138 of the Code of Commerce:
•hereby resolve to grant to the Board of Directors the authority,
with the power to grant subdelegations of authority, necessary
to undertake increases in the share capital on one or more
occasions, at the times and in the proportions it deems
appropriate up to a maximum of 1% of the share capital on the
date of this General Shareholders’ Meeting by issuing shares or
securities carrying the right to acquire shares of the Company,
having the same rights as previously-issued shares, such issue
to be reserved to persons meeting the characteristics of the class
defi ned hereinabove, provided, however that (i) the 1% limit set
forth above shall be charged against the 2% limit set forth in the
Eighteenth Resolution submitted to this General Shareholders’
Meeting, but, on the other hand is separate and apart from the
limits set forth in the Tenth and Twelfth Resolutions approved at
this General Shareholders’ Meeting, (ii) this authorization may be
used only from and after August 1, 2013;
•hereby resolve to waive the shareholders’ preferential right to
subscribe for and acquire the shares or other securities carrying
the right to acquire shares issued under and pursuant to this
Resolution and to reserve the right to subscribe therefor to one
and/or another class of benefi ciaries or recipients having the
following characteristics: (i) employees and offi cers of companies
of Schneider Electric Group affi liated with the Company on the
terms and conditions set forth in Article L.225-180 of the Code
of Commerce and Article L.3344-1 of the Labor Code and the
registered offi ce of which is located outside France; (ii) and/
or OPCVM mutual investment funds or other entities, with or
without legal personality, of employee shareholders invested in
equity securities of the Company the unitholders or shareholders
of which consist of persons described in (i) of this paragraph;
(iii) and/or any banking institution or affi liate or subsidiary of
such institution acting at the Company’s request for purposes
of implementing and giving effect to a shareholder incentive
or investment or savings plan for the benefi t of the persons
described in (i) of this paragraph, to the extent that subscription
of the person authorized in accordance with this Resolution
would make it possible for employees of subsidiaries located
outside France to benefi t from and take advantage of forms of
shareholder incentive or investment or savings plans equivalent
in terms of economic benefi t to those from which the other
employees of the Group benefi t;
•hereby resolve that the issue price per share of the shares to be
issued under and pursuant to this Resolution shall be decided
by the Board of Directors on the basis of the trading price of the
Company’s shares on NYSE Euronext in Paris; the issue price
shall be determined at the discretion of the Board of Directors on
the basis either (i) of the fi rst or last quoted trading price of the
Company’s shares at the trading session on the date of the action
by the Board of Directors or the authorized representative thereof
setting the issue price, or (ii) of an average of the trading prices
for the Company’s shares during the twenty trading sessions
preceding the date of the action by the Board of Directors or the
authorized representative thereof setting the issue price under
and pursuant to this Resolution or setting the issue price under
and pursuant to the Eighteenth Resolution approved at this
General Shareholders’ Meeting; the Board of Directors may set
the issue price by applying a discount of a maximum of 20% of the
trading price of the Company’s shares determined in accordance
with either of the two methods set forth in clauses (i) and (ii) of
this paragraph, the percentage of such discount applied to the
trading price of the Company’s shares to be determined by the
Board of Directors taking into consideration, among other things,
legal, tax, and regulatory provisions of foreign law applicable, as
the case may be, to the persons benefi ting from the issue;
•hereby resolve that the Board of Directors shall have full authority,
on the terms and conditions provided by law and within the
limits set forth hereinabove, to implement and give effect to
this authorization and determine the list of the benefi ciaries