APC 2013 Annual Report Download - page 278

7INFORMATION ON THE COMPANY AND ITS CAPITAL
SHAREHOLDERS’ RIGHTS AND OBLIGATIONS
To apply these provisions: The above ceilings will no longer apply, without it being necessary
to put the matter to the vote again by the Annual and Extraordinary
the total number of voting rights is calculated on the date of the
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Meeting, if any individual or legal entity, acting alone or jointly with
General Meeting and announced to shareholders when the one or other individuals or legal entities, acquires or increases its
General Meeting is called to order; stake to at least two-thirds of the company’s capital through a
the number of voting rights held directly and indirectly include
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public tender offer for all the company’s shares. In this case, the
those attached to shares owned by a shareholder personally, board of directors will place on record the lifting of the above
those attached to shares held by a legal entity over which the ceilings and will amend the articlesof association accordingly. The
shareholder exercises control, as defined in articleL.233-3 of ceiling on voting rights was approved by the Combined Annual and
the French Commercial Code, and those attached to shares Extraordinary Shareholders’ Meeting of June27, 1995.
assimilated to shares owned, as defined by articleL.233-7 et In accordance with articleL.225-96, paragraph1 of the French
seq. of the French Commercial Code; Commercial Code, any amendment to the articlesof association
shareholders’ proxies returned to the company that do not
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must be approved by the Extraordinary General Meeting, by a
appoint a representative are subject to the above ceilings. majority of at least two-thirds of the voting rights represented by
However, these ceilings do not apply to the Meeting Chairman shareholders in attendance or participating by proxy.
voting on behalf of such proxies.
Allocation of income (article22 of the articlesof association)
Net income for the year less any losses brought forward from prior to the payment of the balance in the form of a dividend.
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years is appropriated in the following order: The General Meeting may decide to offer shareholders the
opportunity to receive the dividend in cash or in the form of new
5% to the legal reserve (this appropriation is no longer required
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shares of common stock.
once the legal reserve represents one-tenth of the capital,
provided that further appropriations are made in the case of a Dividends not claimed within five years from the date of payment
capital increase); are forfeited and paid to the State in accordance with the law.
to discretionary reserves, if appropriate, and to retained
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earnings;
Types of shares (article7 paragraph1 of the articlesof association)
Shareholders may elect to hold their shares in registered or bearer form. To establish proof of ownership, the shares must be recorded in
the shareholder’s account in accordance with the procedures and conditions defined by current legislation and regulations.
Disclosure thresholds (article7 paragraph2 of the articlesof association)
The articlesof association stipulate that any individual or legal articleL.233-7 of the French Commercial Code and of the number
entity that owns or controls (as these terms are defined in of existing shares covered by any agreement or financial
articleL.233-9 of the French Commercial Code) directly or instrument referred to in pointc) of said paragraph. Shareholders
indirectly, shares or voting rights representing at least 1% of the are also required to notify the company if the number of shares or
total number of shares or voting rights outstanding, or a multiple voting rights held falls below one of the thresholds defined above.
thereof, is required to disclose the total number of shares, voting In the case of failure to comply with these disclosure obligations,
rights and share equivalents held directly, indirectly or in concert to the shares in excess of the disclosure threshold will be stripped of
the company by registered letter with return receipt requested, voting rights at the request of one or several shareholders owning
within five trading days of the disclosure threshold being crossed. at least 2.5% of the share capital, subject to compliance with the
In addition, effective November1, 2009 the shareholder must relevant provisions of the law. These provisions are from the
notify the company, in the disclosure letter, of the number of Combined Annual and Extraordinary Shareholders’ Meetings of
existing shares it is entitled to acquire by virtue of agreements or June27, 1995; May5, 2000 and April23, 2009.
financial instruments referred to in pointb) of the third paragraph of
276 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC