APC 2013 Annual Report Download - page 303

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
to ratify the co-option of Mr. Jeong Kim and appoint him as
lShare buybacks
director for the outstanding period of the appointment of his
– Sixteenth resolution –
predecessor, namely one year, his curriculum vitae is detailed
We request that you renew the authorization given to the
from page132.
company by the General Meeting of April25, 2013, to buy back
Ms Kopp and Mrs Forgeard, Kim and Thoman are independent its shares by any appropriate method, including through the use
directors. of derivatives, pursuant to the provisions of articleL.225-209 of
If you agree with these proposals, the board of directors will be the French Commercial Code.
29% female, 43% non-French origin or nationality and 64% The company buyback programs may have various objectives: To
independent directors. reduce capital stock, cover stock option plans or other share
In fact, according to your board of directors, in addition to allocations to employees or corporate officers, fulfill obligations
Jean-Pascal Tricoire, Henri Lachmann and Magali Herbaut, who related to convertible bonds, engage in external acquisitions, and
are not independent directors, Gérard de La Martinière and Willy market making as part of a liquidity contract.
Kissling, pursuant to the AFEP/MEDEF code, are no longer Shares bought back may be cancelled under the authorization
counted as independent directors due to their seniority with the (twentieth resolution) adopted by the Annual General Meeting of
board. The other board members are or will be independent April25, 2013.
directors.
Further information on your Company’s share buyback programs
Your board of directors intends to appoint Mr. Léo Apotheker as can be found on page280.
Vice-president/Independent Lead Director, replacing Mr. Henri
Lachmann. It appeared that Léo Apotheker, who joined the board You are asked to authorize the company to buy back shares
in 2007, was the most appropriate person to perform this function representing a maximum of 10% of the issued capital as of the
taking into account his authority with the board, his great date of the Meeting (for reference purposes, 57,921,194 shares
familiarity with new technologies related to digitization and his based on the issued capital on January17, 2014). The maximum
extensive knowledge of global industry. He will bring to the purchase price is set at EUR80. We remind you that this
exercise of his new responsibilities his very strong international authorization may not be used during public offer periods.
experience, as well as his knowledge of the Group that he has
developed in the last two years through close cooperation with
Henri Lachmann.
Extraordinary Meeting
Conversion of the company's corporate form by Legal aspects of the operation
adoption of the European company form
Legal implications of the conversion on the company
(Societas Europaea)
– Seventeenth resolution –
As a European company, Schneider Electric SE will be governed
by European Council Regulation (EC) No.2157/2001 of October8,
Economic aspects of the operation
2001, governing the statutes of European Companies (“SE
Regulation”). Issues not covered by the regulation will be governed
Schneider Electric has experienced major changes over the last by the provisions of the French Commercial Code applicable to
few years. The considerable development and geographical public limited-liability companies, as well as by their articlesof
diversification of the company's activities have raised Schneider association.
Electric to the rank of a fully global group. In light of the foregoing,
The provisions of the French Commercial Code regarding the
Europe, which has become an integrated economic area, has
management and governance of public limited-liability companies
increasingly become a major market for the company and a
are applicable to the S.E.
significant base for its technological innovation and human capital.
Thus, the conversion of Schneider Electric SA into a European
Your board of directors therefore proposes to change the legal
company will have no impact on the organization of its
form of Schneider Electric from that of a French public
governance. The board of directors will remain unchanged, in the
limited-liability company (société anonyme, SA) to a European
same way as its operating procedure and the term of office of its
Company (Societas Europaea, SE). The board of directors has
members. Its internal rules and procedures will not be amended
arrived at the conclusion that this international statute under
due to this change.
French and European law, promulgated by the legislative branch
almost a decade ago and increasingly adopted by businesses in With respect to the organization and the operation of a public
Europe, best reflects the European and international dimension of limited-liability company under French law, the only visible change
Schneider Electric. resulting from the adoption of the SE statute will relate to the voting
of resolutions at the company's Annual Shareholders' General
This statute would enable Schneider Electric to project to all its
Meetings. In effect, pursuant to the provisions of the SE Regulation
stakeholders an image of economic power, as a talent pool, of
for voting at Annual General Meetings of Shareholders, votes cast
technological excellence and of leadership in the sustainable
do not include those attached to shares where a shareholder has
development principles advocated by Europe throughout the
not taken part in the vote, abstained or returned a blank or spoiled
world.
ballot paper. Thus, abstentions, blank and spoiled ballot papers
8
are no longer counted as votes against.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC