APC 2013 Annual Report Download - page 316

8SHAREHOLDERS’ MEETING
RESOLUTIONS
Extraordinary meeting
SEVENTEENTH RESOLUTION
company's articlesof association in its new form as well as the
provisions of the French Commercial Code relating to European
(Approval of the conversion of the corporate
Companies.
form of the company by adoption of the
After noting that, pursuant to article12§2 of the aforesaid
European company “Societas Europaea” form
Regulation, the European Company may not be registered unless
and the draft terms of conversion and
an agreement on arrangements for employee involvement has
recognition of the retention of the unchanged
been concluded as provided for in articlesL.2351-1 and following
board of directors, auditors and of the
of the French Labor Code; these negotiations may result in (i) a
authorizations granted to the board of directors
written agreement determining the arrangements for the
by the General Meeting)
involvement of employees in the European Company, or (ii) a
decision, taken by the majority set out in articleL.2353-1 and
The General Meeting, acting in accordance with the quorum and following of the French Labor Code, not to start negotiations or
majority requirements for ordinary meetings, after hearing: terminate already started negotiations and to apply the regulation
the draft terms of conversion for the company into a European
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on information and consultation in the Member States where the
Company drafted by the board of directors on February19, company has employees, or (iii) the application of subsidiary
2014, and filed at the Registry of the Nanterre Commercial Court provisions relating to the European Company's committee
February 20, 2014; provided for in articlesL.2353-1 and following of the French Labor
Code where, at the end of the negotiation period specified in
the board of directors' report justifying and explaining the legal
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articleL.2352-9 of said Code, no agreement has been reached.
and economic aspects of the company's conversion and
indicating the implications of the adoption of the European Resolves, subject to the approval of the Bondholders in respect of
Company statute for shareholders and for employees; the bond issues below: ISIN FR0011072859 USD Variable Rate
July 2014, ISIN FR0010526178 5.375% January 2015, ISIN
the report of Mr Olivier Peronnet, conversion auditor appointed
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FR0010922542 2.875% July 2016, ISIN FR0011149186 0.849%
by order of the Presiding Judge of the Nanterre Commercial
JPY November 2016, ISIN FR0011158666 0.8463% JPY
Court on February 25, 2014;
December 2016, ISIN FR0011075183 3.75% July 2018, ISIN
after duly noting that the company meets the conditions required FR0011119460 3.50% January 2019, ISIN FR0010922534
under the provisions of Council Regulation EC no.2157/2001 of 3.625% July 2020, ISIN FR0011561000 2.50% September 2021,
October8, 2001 regarding the European Company statute, and in BNP variable issued in July 2008,(i) to approve the conversion of
particular those specified in articles2§4 and 37 of said Regulation, the corporate form of the Company into a European Company
as well as in articleL.225-245-1 of the French Commercial Code, (Societas Europaea) with a board of directors and approve the
relating to the conversion of a public limited-liability company into a draft terms of conversion prepared by the board of directors and
European Company; duly note that this conversion of the company into a European
and after duly noting that: Company at the Nanterre Trade and Companies Registry which
will occur at the end of negotiations relating to the involvement of
the conversion into a European Company requires neither the
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employees, and (ii) to grant full powers to the board of directors to
winding-up of the company nor the creation of a new legal waive the benefit of all or part of the conditions linked to the
person; approval of the draft terms of conversion by the aforesaid
the duration of the company, its objectives and its registered
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Bondholders and (iii) to grant full powers to the board of directors
office are not changed; to take all decisions and fulfill all formalities required for the
the company's capital remains set at the same sum and at the
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registration of the company as a European Company.
same number of shares with a par value of EUR4 each; that said
EIGHTEENTH RESOLUTION
shares will remain listed on the NYSE Euronext Paris regulated
market;
(Approval of the corporate name of the company
the appointments of the directors and statutory and alternate
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in its new form as a European Company)
auditors in office at the time of the company's conversion into a
European Company will continue until their respective expiry The General Meeting, acting in accordance with the quorum and
dates; majority requirements of an extraordinary General Meeting, after
all the authorizations and delegations of competence and
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hearing the board of directors' report, resolves, subject to the
powers that were and will be granted to the board of directors in passing of the seventeenth and nineteenth resolutions that as as
its form as a public limited-liability company by all of the the final completion of the company's conversion into a European
company's General Meetings, and in force on the day of the Company, the initials “SA” at the end of the company's current
completion of the company's conversion into a European corporate name will be replaced by the initials “SE” in accordance
Company, will be, on the date of said completion, automatically with the provisions of article11 of Council Regulation EC
transferred to the board of directors under its new form of no.2157/2001 of October8, 2001, regarding the European
European Company; Company statute. The company's corporate name will become
the duration of the ongoing financial year will not be modified
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Schneider Electric SE.
owing to the adoption of the European Company statute and This change will be reflected in the company's articlesof
the financial statements for said financial year will be prepared, association under its new European Company form.
presented and audited under the conditions set forth in the
314 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC