APC 2013 Annual Report Download - page 315

SHAREHOLDERS’ MEETING
RESOLUTIONS
TWELTH RESOLUTION
undertaking external growth transactions (up to a limit of 5% of
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the share capital);
(Renewal of a directorship: Ms Cathy Kopp)
stimulating the market for the company’s shares under and
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The Shareholders' Meeting, acting in accordance with the quorum pursuant to a liquidity agreement filed with and recognized by
and majority requirements for ordinary meetings, hereby resolves the Autorité des Marchés Financiers; or
to re-elect MsCathy Kopp for a term of 4 years, expiring at the implementing and carrying out any market practice that may be
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close of the General Meeting to be held in 2018 to review the recognized by law or the AMF.
financial statements for the financial year ending Sunday,
The maximum number of shares that may be acquired under and
December31, 2017.
pursuant to this authority shall not exceed 10% of the aggregate
THIRTHEENTH RESOLUTION
number of shares constituting the share capital on the date of this
General Meeting (i.e., for indicative purposes, 57,921,194 shares
(Renewal of a directorship: Mr Henri Lachmann)
on the basis of the share capital as of January17, 2014).
The maximum purchase price shall be EUR80 per share. However,
The Shareholders' Meeting, acting in accordance with the quorum if all or some of the shares acquired pursuant to these conditions
and majority requirements for ordinary meetings, hereby resolves are intended to grant stock options, pursuant to
to re-elect MrHenri Lachmann for a term of 2 years, expiring at the articlesL.225-177 et seq. of the French Commercial Code, the
close of the General Meeting to be held in 2016 to review the selling price of the shares in question will be determined in
financial statements for the financial year ending Thursday, accordance with the legal provisions governing stock options.
December31, 2015.
As a result of the aforesaid limits, the maximum aggregate amount
FOURTEENTH RESOLUTION
of share buy-backs shall not exceed EUR4,633,695,520.
The acquisition, retention, sale, or transfer of such shares may be
(Renewal of a directorship: Mr Richard Thoman)
performed on one or more occasions by any means, in the market,
on a multilateral trading system (MTF), via a systemic internalizer,
The Shareholders' Meeting, acting in accordance with the quorum
or directly between individuals in compliance with applicable law
and majority requirements for ordinary meetings, hereby resolves
and regulations. Such means and methods shall include
to re-elect MrRichard Thoman for a term of 2 years, expiring at the
acquisition or sale of blocks, use of any and all derivative financial
close of the General Meeting to be held in 2016 to review the
instruments traded on a regulated exchange or directly between
financial statements for the financial year ending Thursday,
individuals (over-the-counter) and the implementation of option
December31, 2015.
strategies (purchase and sale of put and call options and any
FIFTEENTH RESOLUTION
combination thereof, to the exclusion of sale of put options), in
compliance with applicable law and regulations.
(Ratification of the co-option of Mr Jeong Kim
Shares acquired may also be canceled, subject to compliance with
and appointment as director)
the provisions of articlesL.225-204 and L.225-205 of the French
Commercial Code and in accordance with the twentieth resolution
The Shareholders' Meeting, acting in accordance with the quorum adopted by the General Meeting of April25, 2013.
and majority requirements for ordinary meetings, hereby ratifies the
co-option on October24, 2013, of Mr Jeong Kim and appoints The board of directors may adjust the prices set forth above in the
him as Director for a period of one year, expiring at the close of the event of the capitalization of reserves or earnings giving rise either
Annual General Meeting held in 2015 to review the financial to an increase in the par value of the shares, or to the issuance
statements for the financial year ending December 31, 2014. and free awards of shares, in the event of a division of the par
value of the shares (stock split) or amalgamation of shares (reverse
SIXTEENTH RESOLUTION
split), and, more generally, in the event of a transaction involving
shareholders’ equity, to account for the impact of the
(Authority granted to the board of directors to
consequences of such transactions on the value of the shares,
buy back Company shares – maximum purchase
such price then to be adjusted by a multiplier coefficient equal to
price per share EUR80)
the relationship between the number of shares constituting the
share capital prior to the transaction and such number following
The General Meeting, acting in accordance with the quorum and such transaction.
majority requirements for ordinary meetings, having heard the Any and all authority is hereby granted to the board of directors
board of directors' report, hereby authorizes the board of directors, with power to grant delegations of authority to implement and carry
pursuant to articleL.225-209 of the French Commercial Code and out this Resolution.
of European Regulation no.2273/2003, dated December22,
2003, to acquire the company's shares for the purpose of: The authorizations and delegations granted to the board of
directors pursuant to this resolution will be used by the board of
reducing the share capital within the maximum legal limit;
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directors in case of adoption of the seventeenth resolution
meeting obligations relating to option plans or other plans
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concerning the company's conversion into a European Company.
involving awards of shares to employees or officers of the This authority shall be valid for a maximum of 18 months from the
company or an associated company; date of this General Meeting.
meeting obligations arising under, or in connection with,
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securities convertible into shares of the company;
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC