APC 2013 Annual Report Download - page 304

8SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Completion of the conversion
The company's registration as a european company, which will
mark its conversion, may only occur after the completion of the
The conversion is regulated by the provisions of the SE Regulation, procedure for employee involvement.
articlesL.225-245-1 and R.229-20 to R.229-22 of the French
Commercial Code and articlesL.2351-1 and following the French The directors and statutory and alternate auditors in office at the
Labor Code transposing directive no. 200186-EC supplementing time of the company's conversion into a European Company will
the statute for a European Company with regard to the continue their appointments until their respective expiry dates.
involvement of employees (“SE Directive”). All authorizations and commitment limits and powers granted to
As per these provisions, a public limited-liability company the Schneider Electric SA board of directors under its form as a
constituted under the laws of a Member State and having its public limited-liability company by the Annual General Meeting of
registered office and head office in the European Union, may only shareholders and in force on the day of implementation will be
transform itself into an SE provided that the two following transferred ipso facto to the board of directors of Schneider
conditions are fulfilled: Electric SA in its new form as a European Company.
it has been the holding company of a subsidiary governed by
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Implications for shareholders
the law of another Member State for at least two years; The conversion has no impact on shareholders, whose liability
it has minimum subscribed capital of EUR120,000.
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remains limited to the contributions made. The number of shares
Your company is a “société anonyme”, a public limited-liability and voting rights remain unchanged. Shares will still be listed on
company under French law with its registered office and head the NYSE Euronext Paris stock exchange.
office in France, with share capital amounting to However, the conversion into a european company will enhance
EUR2,316,847,784 as of January 17, 2014, and the holding the rights of shareholders: One or more shareholders holding at
company for many years now of the Belgian company Cofimines; least 10% of the capital may request the convening of a General
therefore the required conditions are effectively fulfilled. Meeting and set the agenda. We recall however that shareholders
The conversion into a european company does not require the who have (alone or together) at least 0.5% of the capital or voting
winding-up of the company or the creation of a new legal person. It rights may request the recording of new items or draft resolutions
has no impact on the company's term, on its object, on its on the agenda of the General Meeting.
registered office, or on its corporate fiscal year. Similarly, the As soon as by the adoption of the seventeenth resolution you
company's capital and the number of shares remain unchanged. have approved the company's conversion into a European
The approval of the conversion of Schneider Electric SA into a Company with a board of directors and recorded the following in
european company is subject to the approval of the annual the minutes:
shareholders’ meeting and of the relevant bondholders. However, the continuation until their respective expiry dates of the
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the company may optionally override the lack of approval of the appointments of the directors and statutory and alternate
latter by offering to repay the bonds in question. auditors in office at the time of the company's conversion into a
Furthermore, the conversion assumes the completion of the European Company,
procedure relating to the involvement of employees, as set out in the automatic transfer of all of the authorizations and
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articlesL.2351-1 and following of the French Labour Code. To this delegations of competence and powers of the board of directors
end, pursuant to the provisions of the SE Regulation, a Special in its form as a public limited-liability company by all of the
Negotiating Body (SNB) has been created comprising company's General Meetings, to the board of directors under its
representatives of the employees of all direct and indirect new form of European Company,
subsidiaries of Schneider Electric SA and related companies with we ask by the eigteenth and nineteent. resolutions, the
registered offices located in the European Union or in the European approval of the company's corporate name in its new form as a
Economic Area. The negotiations will be carried out within a European Company, namely “Schneider Electric SE”, in addition to
maximum period of 6 months, renewable once, which may result its articlesof association. These articlesof association are
in: repeated from the company's current articlesof association in its
a written agreement on the procedures for the involvement of
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form as a public limited-liability company, with the three changes
employees within the european company; below:
a decision, taken by a double qualified majority, from at least
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the first to indicate that the company no longer has a public
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two Member States provided they represent at least two-thirds limited-liability form, but that of a European company;
of the employees of the participating companies and the the second to specify that it has been transformed into a
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subsidiaries and institutions in question, not to open European company by decision of your Shareholders' Meeting;
negotiations or terminate negotiations already under way and to
apply the regulation regarding information and consultation in the third to change the company name from Schneider Electric
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Member States where the european company employs salaried SA to Schneider Electric SE.
workers;
Implications for employees
an application of subsidiary provisions relating to the committee
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The conversion has no impact on the european company's
of the european company provided for in articlesL.2353-1 and employees, whose employment contracts and all corporate
following the French Labor Code where, at the end of the benefits remain unchanged.
negotiating period specified in articleL.2352-9 of said Code, no
agreement is reached.
302 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC