APC 2013 Annual Report Download - page 277

INFORMATION ON THE COMPANY AND ITS CAPITAL
SHAREHOLDERS’ RIGHTS AND OBLIGATIONS
Shareholders’ rights 2.
andobligations**
General Meetings (article19 of the articlesof association)**
The procedures for calling and holding General Meetings are article1316-4, paragraph2, line 1 of the French Civil Code, for
governed by French law. example by entering an ID and a password.
The meetings are held at the head office or any other address Proxies or votes submitted electronically before the General
provided in the call to meeting. When the decision is made to call a Meeting, as well as the related acknowledgements of receipt, will
General Meeting, the board of directors may decide to make all or be considered irrevocable and binding documents. However, in the
part of the meeting available for public viewing via video event that shares are sold before the applicable record date (i.e.,
conferencing or remote transmission. midnight CET three days before the meeting date), the company
will cancel or amend, as appropriate, any related proxies or votes
All shareholders may attend personally or be represented at submitted electronically before the General Meeting.
General Meetings after providing proof of their identity and share
ownership in accordance with the applicable laws and regulations. The Chairman of the board of directors chairs the General
Meetings. In his absence, he is replaced by the Vice-chairman or, if
When the decision is made to call a General Meeting, the board of the Vice-chairman is unavailable, by another member of the board
directors may also decide to allow shareholders to participate or of directors specifically designated for this purpose by the Board. If
vote at the General Meetings using videoconferencing facilities none of the above are available, the General Meeting itself selects
and/or any other telecommunication medium allowed under the a Chairman.
applicable legislation.
The two shareholders with the largest number of voting rights
Remote voting procedures are governed by the applicable laws present at the meeting or accepting the mission serve as
and regulations. In particular, shareholders may send proxy and scrutineers.
postal voting forms before General Meetings either on paper or, if
approved by the board of directors and stated in the meeting The meeting committee selects the secretary, who may or may not
announcement and/or notice, electronically. be a shareholder.
When the decision is made to call a General Meeting, the board of An attendance sheet is filled out in accordance with French law.
directors may authorize shareholders to fill out and sign these Copies or extracts of the Meeting's minutes are certified either by
forms electronically through a secure site set up by the General the Chairman or Vice-chairman of the board of directors, a
Meeting organizer using a process that complies with member or the General Meeting secretary.
Voting rights**
Double voting rights 1 –
Double voting rights may also be stripped by a decision of the
Extraordinary Shareholders’ Meeting after ratification by a Special
(article20 of the articlesof association)
General Shareholders’ Meeting of beneficiaries benefiting from
Voting rights attached to shares are proportionate to the equity in double voting rights.
the capital they represent, assuming that they all have the same The minimum holding period to qualify for double voting rights was
nominal value. Each share carries one voting right, unless there are reduced from four to two years by decision of the Combined
unavoidable legal restrictions on the number of voting rights that Annual and Extraordinary Shareholders’ Meeting of June27, 1995.
may be held by any single shareholder. Notwithstanding the
foregoing, double voting rights are attributed to fully paid-up shares
Ceiling on voting rights 2 –
registered in the name of the same holder for at least two years
(article20 of the articlesof association)
7
prior to the end of the calendar year preceding the one in which At the General Meeting, no shareholder may exercise more than
the General Meeting takes place, subject to compliance with the 10% of the total voting rights attached to the company’s shares.
provisions of the law. In the case of a bonus share issue paid up by The 10% ceiling is calculated on the basis of the single voting
capitalizing reserves, earnings or additional issue premiums, each rights held directly and proxies held by the shareholder concerned.
bonus share allotted in respect of shares carrying double voting If the shareholder holds or represents shares carrying double
rights will also have double voting rights. voting rights, the limit may be raised to 15%, provided that the
The shares are stripped of their double voting rights if they are 10% ceiling is exceeded solely by virtue of the double voting rights.
converted into bearer shares or transferred, except in the case of
the transfer from one registered holder to another as part of an
inheritance or family gift.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC