APC 2013 Annual Report Download - page 318

8SHAREHOLDERS’ MEETING
RESOLUTIONS
TWENTY FIRST RESOLUTION
in favor of the holders of securities that might be issued and
carrying the right to acquire shares of the company of their
(Authorization given to the board of directors to
pre-emptive right to subscribe for ordinary shares of the
undertake capital increases reserved to a class
company which such securities carry the right to acquire;
of beneficiaries: in favor of employees of foreign
hereby resolves that the amount payable to the company for all
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companies of the Group, either directly, or via
shares issued, or liable to be issued, pursuant to this Resolution
entities acting on behalf thereof, or entities
shall be decided by the board of directors on the basis of the
acting to offer to employees of foreign
trading price of the company’s shares on NYSE Euronext in
companies of the Group benefits comparable to
Paris; the issue conditions shall be determined at the discretion
those offered to participants in the company
of the board of directors on the basis either (i) of the first or last
Investment Plan up to a limit of 1% of the share
quoted trading price of the company’s shares at the trading
capital, without the shareholders’ preferential
session on the date of the decision by the board of directors or
the authorized representative thereof setting the issue
subscription right)
conditions, or (ii) of an average of the trading prices for the
The Shareholders' Meeting, acting in accordance with the quorum company’s shares during the twenty trading sessions preceding
and majority requirements for extraordinary shareholder meetings, the date of the decision by the board of directors or the
having heard the board of directors' report and the statutory authorized representative thereof setting the issue conditions
auditors' special report, and in accordance with under and pursuant to this Resolution or setting the issue price
articlesL.225-129-1, L.225-138 and L.228-92 and seq. of the under and pursuant to the Twentieth Resolution approved by
French Commercial Code: the Annual Shareholders’ Meeting of May 6, 2014; the board of
directors may set the issue conditions by applying a discount of
delegates to the board of directors the authority, with the power
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a maximum of 20% of the trading price of the company’s shares
to grant sub-delegations of authority, necessary to undertake determined in accordance with either of the two methods set
increases in the share capital on one or more occasions, at the forth in clauses (i) and (ii) of this paragrap:, the percentage of
times and in the proportions it deems appropriate up to a such discount applied to the trading price of the company’s
maximum of 1% of the share capital on the date of this Annual shares to be determined by the board of directors taking into
General Meeting, by issuing shares or securities providing consideration, among other things, legal, tax, and regulatory
access to the capital of the company, having the same rights as provisions of foreign law applicable, as the case may be, to the
previously issued shares, such issue to be reserved to persons persons benefiting from the issue;
meeting the characteristics of the class defined hereinafter,
provided, however that (i) the 1% limit set forth above shall be
hereby resolves that the board of directors shall have full
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charged against the 2% limit set forth in the Twentieth
authority, on the terms and conditions provided by law and
Resolution of the Shareholders' Meeting of May 6, 2014, but,
within the limits set forth hereinabove, to implement and give
which on the other hand is separate and apart from the limits set
effect to this authorization and determine the list of the
forth in the Tenth and Twelfth Resolutions approved at the same
beneficiaries and recipients within the classes described in this
Shareholders' Meeting of April 25, 2013, (ii) this authorization
Resolution and the number of shares or equity securities to be
offered to each thereof, provided, however, that the board of
may be used only from and after August1, 2014;
directors may decide that the capital increase shall be completed
hereby resolves to waive the preferential right of shareholders to
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for the amounts subscribed, on the condition that a minimum of
subscribe for and acquire the shares or other securities
75% of the shares or other securities providing access to capital
providing access to the capital issued pursuant to this
offered have been subscribed, as well as, among other things:
Resolution and to reserve the right to subscribe therefor to one
determine the characteristics of the securities to be issued,
–
and/or another class of beneficiaries with the following
decide on the issue price, dates, time periods, terms and
characteristics: (i) Employees and officers of companies of the
conditions of subscribing therefor, paying the paid-in capital,
Schneider Electric Group affiliated with the company on the
or nominal amount, thereof, delivery and effectiveness of the
terms and conditions set forth in articleL.225-180 of the French
shares and equity securities, within the applicable limits of
Commercial Code and articleL.3344-1 of the French Labor
law and regulations,
Code and the registered office of which is located outside
record and determine the capital increase, undertake the
–
France; (ii) and/or OPCVM mutual investment funds or other
issuance of the shares and other securities carrying the right
entities, with or without legal personality, of employee
to acquire shares, amend the Articles of Association
shareholders invested in equity securities of the company the
accordingly,
unitholders or shareholders of which consist of persons
and, as a general matter, enter into any agreement, in
–
described in (i) of this paragraph; (iii) and/or any banking
particular to ensure the due and punctual completion of the
institution or affiliate or subsidiary of such institution acting at the
contemplated issuances, take any and all steps and carry
company’s request for the purposes of implementing and giving
out and complete any and all formalities useful in connection
effect to a shareholder incentive or investment or savings plan
with the issue, the listing and financial servicing of the equity
for the benefit of the persons described in (i) of this paragraph,
securities issued under and pursuant to this authorization,
to the extent that subscription of the person authorized in
as well as the exercise of the rights attaching thereto, and,
accordance with this Resolution would make it possible for
more generally, do whatever may be necessary;
employees of subsidiaries located outside France to benefit from
and take advantage of forms of shareholder incentive or
resolves that this delegation shall nullify as of August1, 2014, the
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investment or savings plans equivalent in terms of economic
authorization given by the General Meeting of April25, 2013, in
benefit to those from which the other employees of the Group
its Nineteenth resolution for its amounts not used by the board of
benefit;
directors.
The authorization granted under and pursuant to this Resolution
hereby take note that this authorization shall constitute
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shall be valid for 18 months from and after this General Meeting.-
automatically and by law an express waiver by the shareholders
316 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC