APC 2012 Annual Report Download - page 314

312 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8RESOLUTIONS
THIRTY-THIRD RESOLUTION
(Election of Mr.Serge Weinberg 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.Serge Weinberg
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.
THIRTY-FOURTH RESOLUTION*
(Election of a Director Representing Employee
Shareholders )
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. Claude Briquet
as a Director representing employee shareholders, for a term of
4years, i.e., until the close of the General Shareholders’ Meeting
held in 2017 to consider and act on the fi nancial statements for the
fi nancial year ending December31, 2016.
THIRTY-FIFTH RESOLUTION*
(Election of a Director Representing Employee
Shareholders )
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 Ms. Magali Herbaut
as a Director representing employee shareholders, for a term of 4
years, i.e., until the close of the General Shareholders’ Meeting
held in 2017 to consider and act on the fi nancial statements for the
fi nancial year ending December 31, 2016.
THIRTY-SIXTH RESOLUTION*
(Election of a Director Representing Employee
Shareholders )
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. Thierry Jacquet
as a Director representing employee shareholders, for a term of 4
years, i.e., until the close of the General Shareholders’ Meeting
held in 2017 to consider and act on the fi nancial statements for the
fi nancial year ending December31, 2016.
THIRTY-SEVENTH RESOLUTION*
(Election of a Director Representing Employee
Shareholders )
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. Jean-Michel
Vedrine as a Director representing employee shareholders, for a
term of 4 years, i.e., until the close of the General Shareholders’
Meeting held in 2017 to will consider and act on the fi nancial
statements for the fi nancial year ending December31, 2016.
* Resolutions Thirty-Four to Thirty-Seven: in accordance with Article
11-3 of the Company’s Articles of Association, since only one seat
for a member of the Board of Directors representing employee
shareholders is to be fi lled, only the nominee winning the largest
number of votes ofshareholders present in person or by proxy
may be elected. Accordingly, the Management Board, on the
recommendation of theSupervisory Board, approved the 35th
Resolution, and, accordingly, you are requested to vote in favor of
such Resolution and to abstain from voting on the 34th, 36th and
37th Resolutions.
THIRTY-EIGHTH RESOLUTION
(Determination of the Amount of Directors’
Fees to be Awarded to the Board of Directors)
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 set at EUR1,300,000 the
annual amount of d irectors ’ fees to be paid to the Board of Directors.
THIRTY-NINTH RESOLUTION
(Authority for Formalities)
The Shareholders hereby resolve to grant any and all authority to
a bearer of a copy or an abstract of the Minutes recording this
Meeting for the purpose of accomplishing and carrying out any and
all legal and administrative formalities.