APC 2013 Annual Report Download - page 317

SHAREHOLDERS’ MEETING
RESOLUTIONS
NINETEENTH RESOLUTION
report of the statutory auditors, pursuant to the provisions of
Articles L.3332-1 and following of the French Labor Code and
(Approval of the company's articles of
Articles L. 225-129-2, L.225-129-6, L.225-138-1 AND L.228-92 of
association in its new European Company form)
the French Commercial Code and in accordance with the
provisions of that code:
As a result of the company's decision to convert into a European
Company, the General Meeting, acting in accordance with the delegates to the board of directors the authority, with the power
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quorum and majority requirements for an extraordinary General to sub-delegate of authority, for a period of twenty-sixmonths
Meeting, after hearing the board of directors' report, as well as the from and after the date of this General Shareholders’ Meeting to
draft articlesof association of Schneider Electric SE, resolves, undertake a capital increase on one or more occasions at its
subject to the adoption of the Seventeenth and Eighteenth discretion by issuing shares or securities carrying the right to
resolutions, to amend as follows, the company's articlesof acquire shares of the company, on the terms and conditions set
association, in order to insert therein the provisions of European forth in Article L.225-180 of the Code of Commerce and
and French law applicable to European companies: L.3344-1 of the Labor Code, reserved to participants in a
Company Investment Plan and French or non-French
in article1:
companies affiliated with the company in a maximum par value,
the 1st paragraph which states that “The company shall be(i)
or paid-in capital, amount of 2% of the share capital on the date
organized as a public limited-liability company with a board
this authorization is implemented and given effect, provided,
of directors” is replaced by the paragraph below: “the
however, (i) that such limit shall be charged against the limits set
company shall be organized as a European company with a
forth in the Tenth and Twelfth Resolutions approved at the
board of directors”;
General Shareholders’ Meeting of April 25, 2013 and (ii) this
the 2nd paragraph which states that “Created on December2(ii)
authorization may be used only from and after July 1, 2014;
and 4, 1871, it continues to exist among the owners of the
hereby resolve to set a maximum discount to be offered in
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shares comprising its share capital, as indicated in article6
connection with the company Investment Plan at 20% of an
hereafter, after merger with SCHNEIDERSA, a company
average of the trading price of the company’s shares on NYSE
which itself absorbed its industrial subsidiary created on
Euronext in Paris during the twenty trading sessions preceding
October21, 1836, as a limited partnership and transformed
the date of the action of the board of directors or of its
into a public limited-liability company on May31, 1966, and
authorized representative setting the date to begin taking
taking over its name” is completed by the following words:
subscriptions. The Shareholders, however, hereby resolve
“and converted into a European company by decision of the
expressly to authorize the board of directors to reduce the
ordinary and extraordinary annual general meeting of May 6,
above-described discount within applicable legal and regulatory
2014”;
requirements, or not to grant one, to take account of the law
the other provisions of article1 remain unchanged;(iii)
and regulations applicable in countries where such offering may
in article3: the single paragraph which states “the corporate name be implemented and given effect;
shall be: Schneider Electric SA” is replaced by: “the corporate hereby resolve that the characteristics of the other securities
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name shall be: Schneider Electric SE”. carrying the right to acquire shares of the company shall be
decided and determined by the board of directors on the terms
The Shareholders' Meeting approves the company's articlesof
and conditions set by applicable law and regulations;
association in its new European Company form. These articlesof
association will take effect as of the final completion of the hereby resolve to waive in favor of the participants in a Company
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company's conversion into a European company, i.e. on the date Investment Plan the shareholders’ pre-emptive subscription
of its registration at the Nanterre Trade and Companies Registry. rights to subscribe for and acquire the shares and securities
carrying the right to acquire shares to be issued pursuant to this
A copy of Schneider Electric SE's articlesof association is Resolution;
attached to the minutes of this meeting.
acknowledges that this authorization entails a waiver by law to
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TWENTIETH RESOLUTION
pre-emptive subscription rights to shares to which the securities
issued on the basis of this resolution may carry the right to
(Authorization to the board of directors to
acquire;
undertake capital increases reserved to
decides that this authorization cancels, effective July 1, 2014,
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participants in a Company Investment Plan up to
the authorization given by the Shareholders’ Meeting of April 25,
a limit of 2% of the share capital, without the
2013 in its Eighteenth Resolution, for its amounts unused by the
shareholders’ pre-emptive subscription rights)
board of directors;
the Shareholders hereby take note that the board of directors
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The Shareholders’ Meeting, having fulfilled the quorum and has all authority, with the authority to subdelegate of authority,
majority requirements required for Extraordinary Meetings, having to undertake the transactions set forth in this resolution and to
considered the report of the board of directors and the special record and complete the capital increases resulting therefrom.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC