APC 2013 Annual Report Download - page 305

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Capital increases reserved for employees with
quoted for the company’s shares over the twenty trading days
preceding the decision of the management board or its delegate
cancellation of pre-emptive subscription rights
setting the issue price under the Twentieth Resolution of the
of Shareholders
Shareholders'Meeting. A maximum discount of 20% may be
– Twentieth and twenty-first-resolutions –
applied to the reference stock price. The application of this
discount will be determined by the board of directors, taking into
We remind you that the Combined Annual and Extraordinary consideration, in particular, any foreign legal, regulatory or tax
Shareholders’ Meetings of April25, 2013, authorized the provisions that may apply to any beneficiary governed by foreign
management board, up to a limit of 2% of the capital, to undertake law.
capital increases reserved for employees participating in the
Employees Stock Purchase Plan (Eighteenth Resolution), and to This authorization cancels and replaces as of August1, 2014 the
make capital increases reserved for employees of non-French existing authorization given in the Nineteenth Resolution for the
Group companies or entities set up to purchase shares on behalf amounts remaining unused by July31, 2014. This authorization is
of the employees (Nineteenth Resolution). This last resolution aims valid for a period of 18 months and can only be used from
to permit employee shareholder operations in certain countries August1, 2014.
where the Employee Stock Purchase Plan rules do not easily In addition, under the NRE Act (New Economic Regulations,
comply with national legislation. France), if a company asks shareholders for an authorization for a
As part of these authorizations, the management board of capital increase, a separate resolution must be tabled at each
December17, 2013, decided to renew the annual employee general meeting covering a capital increase to employees who are
shareholder operation in 2014, within a limit of 4.3million shares members of an employee stock purchase plan. In addition, we ask
(almost 0.77% of the capital). This operation which will include a you to renew forthwith the eighteenth resolution. This is the
classical offering and, mainly in the new economies, a leveraged objective of the twentieth resolution.
offer (x 6), will be proposed in 38 countries representing more than The board of directors would have full powers to carry out capital
80% of the Group's employees. increases reserved for employees enrolled in the company Savings
The Nineteenth Resolution expires in October2014. Therefore, to Plan up to the equivalent of 2% of the company’s capital. Under
allow a new global employee shareholder program in 2015, we the new authorization, whereby it is noted that the maximum
propose a renewal of this authorization under the same conditions. discount at which the shares could be offered is set at 20%.
This is the objective of the twenty-first resolution.This authorization, which requires the waiver by shareholders of
We remind you that the authorization will not exceed 1% of the their pre-emptive subscription rights in favor of employees enrolled
capital. The issues to be carried out will be deducted from the in a Company Savings Plan, will nullify, with effect from July 1,
ceiling of 2% of the capital set for the issuance of shares to 2014, the current authorization passed by the Shareholders’
employees who are members of the Employee Stock Purchase Meeting of April 25, 2013 in its eighteenth resolution. This
Plan. At the discretion of the board of directors, the issue price will authorization is valid for a period of 26months.
be based on either (i) the opening or closing price of the Finally, by the twenty second resolution, we request the powers
company’s shares quoted on the trading day on which the necessary to carry out formalities.
decision of the management board or its delegate setting the issue
price is made, or (ii) the average of the opening and closing prices
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC