APC 2012 Annual Report Download - page 312

310 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
and recipients within the classes described in this Resolution
and the number of shares or equity securities to be offered to
each thereof, provided, however, that the Board of Directors
may decide that the capital increase shall be completed for the
amounts subscribed, on the condition that a minimum of 75% of
the shares or other securities carrying the right to acquire shares
offered have been subscribed, as well as, among other things:
–determine the characteristics of the securities to be issued,
decide on the issue price, dates, time periods, terms and
conditions of subscribing therefor, paying the paid-in capital,
or nominal amount, thereof, delivery and effectiveness of the
shares and equity securities, within applicable limits of law
and regulations,
–record and determine the capital increase, undertake the
issuance of the shares and other securities carrying the right to
acquire shares, amend the Articles of Association accordingly,
–and, as a general matter, enter into any agreement, in
particular to ensure the due and punctual completion of the
contemplated issuances, take any and all steps and carry
out and complete any and all formalities useful in connection
with the issue, the listing and fi nancial servicing of the equity
securities issued under and pursuant to this authorization, as
well as the exercise of the rights attaching thereto, and, more
generally, do whatever may be necessary;
•hereby resolve that this authorization shall nullify and render
void from and after August 1, 2013, the authorization granted
at the General Shareholders’ Meeting held on May 3, 2012, in
the Seventeenth Resolution approved thereat and reiterated in
the Nineth Resolution submitted to this General Shareholders’
Meeting in respect of the amounts not used by the Management
Board, or by 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 authorization granted under and pursuant to this Resolution
shall be valid for 18 months from and after this General
Shareholders’ Meeting.
TWENTIETH RESOLUTION
(Authorization to the Board of Directors to
cancel shares of the Company, if any, bought
back, up to a maximum of 10% of the share
capital, on the terms and conditions approved
at the General Shareholders’ Meeting)
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, as provided in Article L.225-209 of the Code of
Commerce, to cancel the Company’s own shares acquired under
and pursuant to authorizations granted at General Shareholders’
Meetings in accordance with Article L.225-209 of the Code of
Commerce, on the following terms and conditions:
•the Board of Directors shall be, and hereby is, authorized to cancel
at its discretion, on one or more occasions over a 24-month
period from and after this General Shareholders’ Meeting, all
or a portion of the shares acquired under and pursuant to the
authorizations to buy back the Company’s own shares up to
a limit of 10% of the share capital and to make corresponding
reductions in the share capital in the amount thereof;
•the difference between the purchase price of the cancelled
shares and the nominal, or paid-in capital, value thereof shall be
charged against the issue premiums thereof and, if necessary,
against the legal reserve up to an amount equal to 10% of the
cancelled share capital;
•the Board of Directors shall, and hereby does, have any and all
necessary authority, with the power to grant subdelegations of
authority, to set the terms and conditions of such cancellation(s),
to carry out and undertake any and all actions, formalities,
statements and declarations for the purpose of cancelling the
shares and making the capital reductions fi nal and amending the
Articles of Association accordingly.
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 be valid for 24 months from and after this
General Shareholders’ Meeting.
Ordinary Meeting
TWENTY-FIRST RESOLUTION
(Election of Mr.Jean-Pascal Tricoire
asaDirector)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, subject
to approval of the Eighth Resolution submitted to this General
Shareholders’ Meeting, hereby resolve to electMr. Jean-Pascal
Tricoire as a Director for a term of 4 years, i.e., until the close of
the General Shareholders’ Meeting to be held in 2017 to consider
and act on the fi nancial statements for the fi nancial year ending
December 31, 2016.
TWENTY-SECOND RESOLUTION
(Election of Mr.Henri Lachmann as a Director)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, subject
to approval of the Eighth Resolution submitted to this General
Shareholders’ Meeting, hereby resolve to elect Mr.Henri Lachmann
as a Director for a term of one year, equal to the time remaining to
run in respect of his term of offi ce as a member of the Supervisory
Board, i.e., until the close of the General Shareholders’ Meeting to
be held in 2014 to consider and act on the fi nancial statements for
the fi nancial year ending December31, 2013.
TWENTY-THIRD RESOLUTION
(Election of Mr.Léo Apotheker as a Director)
The Shareholders, acting on the basis of the quorum and majority
requirements applicable to ordinary shareholder meetings, subject
to approval of the Eighth Resolution submitted to this General
Shareholders’ Meeting, hereby resolve to elect Mr.Léo Apotheker
as a Director for a term of 3 years, equal to the time remaining to
run in respect of his term of offi ce as a member of the Supervisory
Board, i.e., until the close of the General Shareholders’ Meeting to
be held in 2016 to consider and act on the fi nancial statements for
the fi nancial year ending December31, 2015.