APC 2013 Annual Report Download - page 321

SHAREHOLDERS’ MEETING
STATUTS
Part II. Registered capital – shares
Article6
as well as the number of existing shares covered by any
agreement or financial instrument referred to in point c) of the third
The registered capital of the company is set at paragraph of this article. This disclosure requirement shall also
2,316,847,784euros divided, as of September2, 2011 into apply when the percentage of the share capital or voting rights falls
579,211,946 fully paid up shares with a nominal value of 4euros. below the thresholds stipulated above. In the case of failure to
comply with these disclosure rules, at the request of one or several
The registered capital was increased: shareholders together representing at least 2.5% of the company's
to the sum of FF6,364,233,100 in application of a decision taken
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capital, made at a General Shareholders Meeting, the undisclosed
by the Extraordinary General Meeting of June27, 1995 shares will be stripped of voting rights, subject to the conditions
approving the merger of the company with SCHNEIDER SA by set down by law.
taking over SCHNEIDER SA and ordering that the shareholders The company may, subject to the conditions laid down by the legal
receive 122,175,958 shares with a nominal value of FF 50 in and regulatory provisions in force, ask that any information relating
payment for their contribution; to its shareholders or those holding shares giving an immediate or
to the sum of FF6,890,007,300 in application of a decision taken
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future right to vote, their identity and the number of shares they
by the Extraordinary General Meeting of June10, 1997 hold be given to any organization or authorized intermediary.
approving the merger of the company with MERLIN GERIN and
In the case of failure by shareholders or their bank or broker to
TELEMECANIQUE by taking them over them and ordering that
make the disclosures required in the above paragraph, the
the TELEMECANIQUE shareholders receive 117,840 shares
undisclosed shares may be stripped of voting and dividend rights,
with a nominal value of FF 50 in payment for their contribution.
temporarily or permanently, in accordance with the provisions of
to the sum of 1,921,198,912euros in application of a decision
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the law.
of August7, 2001 taken by the Chairman of the board of
directors, acting within the framework of the decisions of the
Article8
board of directors of June7 and June11, 2001, to increase the
capital so as to remunerate the shareholders of the company
Legrand who contributed their shares to the public exchange Shares in the company are freely negotiable and transferable.
offer initiated by Schneider Electric SA on the capital of the
Article9
company Legrand. This capital increase corresponds to the
issuance of 43,755,369 shares with a nominal value of 8euros
so as to remunerate the shareholders of Legrand who Each share confers rights to a share in the ownership of the
contributed their shares to the principal public offer, to the company's assets, to a share in the profits and the liquidation
issuance of 27,389,408 shares with a nominal value of 8euros bonus. This share is in proportion to the number of shares in
so as to remunerate the shareholders of Legrand who existence, taking into account, where appropriate, of redeemed
contributed their ordinary shares to the subsidiary public offer, to and unredeemed capital, whether paid up or not, of the nominal
the issuance of 13,096,278 shares with a nominal value of value of the shares and rights to shares in different categories.
8euros so as to remunerate the shareholders of Legrand who
contributed their priority dividend shares to the public exchange All the shares which now or in the future make up the registered
offer. capital shall always be included for taxation purposes.
Consequently all taxes and dues that, for whatever reason, may,
Article7
by virtue of the reimbursement of the share capital, fall due for
some shares only, either during the existence of the company or
upon its liquidation, shall be divided up between all the shares
The shares may be registered shares or bearer shares as the making up the capital during such reimbursement or
shareholder wishes. The ownership of both types is acquired by reimbursements, so that all current or future shares confer on their
the shareholders' names being entered on the register according owners, while taking into consideration where appropriate the
to the terms and conditions required by the legal and regulatory nominal unredeemed value of the shares and rights to shares in
provisions in force. different categories, the same effective advantages by giving them
When a shareholder, whether a corporate entity or individual, the right to receive the same net sum.
increases its direct or indirect interest, within the meaning of Whenever it is necessary to hold several shares to exercise a right,
articleL.233-9 of the French Commercial Code to 1% or more of single shares or groups consisting of a number lower than that
the company's capital or voting rights, or any multiple thereof, the required give their owners no rights over the company. In this
shareholder concerned shall notify the company, within five 5 situation it is up to individual shareholders to organize groupings of
trading days of the threshold being crossed, by registered letter the number of shares required.
with return receipt requested, of the total number of shares, share
equivalents and voting rights that it controls, either alone (directly
Article10
or indirectly) or in concert. In addition, as of November1, 2009, the
shareholder shall notify the company, in the disclosure letter, of the
number of existing shares it is entitled to acquire by virtue of All sums remaining due on shares payable in cash are called up by
agreements or financial instruments referred to in point b) of the the board of directors.
third paragraph of articleL.233-7 of the French Commercial Code
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC