APC 2013 Annual Report Download - page 325

SHAREHOLDERS’ MEETING
STATUTS
Censors are appointed for a maximum of four years. However, appointments renewed. Their terms may be terminated at any
there shall not be more than two Censors appointed for four years. moment.
Censors appointed for more than one year may have their
Part IV. Auditors
Article18
The General Shareholders Meeting appoints incumbent and deputy auditors in conformity with the conditions prescribed by law.
Part V. General shareholders Meetings
Article19
The board appoints a secretary to the Meeting, who is not required
to be a shareholder.
General shareholders Meetings are called and run in conformity As required by law, a register of attendance is kept.
with the conditions prescribed by law.
Copies or extracts of the minutes of the Meeting may validly be
Meetings are held at the company’s registered office or at any signed by the Chairman of the board of directors, the
other place specified in the notice of meeting. The board may Vice-chairman of the board of directors, or by the Secretary to the
decide, when each meeting is called, to organize the public Meeting.
retransmission of all or part of the meeting by videoconference
and/or using teletransmission techniques.
Article20
All shareholders may attend a General Shareholders Meeting, in
person or by proxy, after providing proof of identity and share The Ordinary and Extraordinary General Meetings of shareholders,
ownership in accordance with applicable laws and regulations. subject to the conditions of quorum and majority laid down by the
When the decision is made to call a General Meeting, the board of provisions that respectively govern them, exercise the powers
directors may also decide to allow shareholders to participate or conferred on them by law.
vote at General Meetings using videoconferencing facilities and/or The voting rights conferred by the shares are in proportion to the
any other telecommunication medium allowed under applicable capital they represent at equal nominal value. Each capital share or
legislation. dividend share confers the right to one vote except where
Remote voting procedures are governed by applicable laws and compulsory legal provisions limit the number of votes a
regulations. In particular, shareholders may send proxy and mail shareholder may have.
ballot forms before General Shareholders Meetings either in paper The provisions of the previous paragraph are subject to the
form or, if approved by the board of directors and stated in the following exceptions:
Meeting Announcement and/or Notice, electronically.
fully paid-up shares entitle their owners to double votes.1/
When the decision is made to call a General Shareholders Meeting,
Shareholders claiming this right must, at the end of the
the board of directors may authorize shareholders to fill out and
calendar year before the date of the Meeting in question,
sign these forms electronically through a secure site set up by the
have been registered for at least two years under the
General Meeting organizer using a process that complies with
conditions prescribed by law. Furthermore, in the event of an
applicable laws and regulations and consisting of a username and
increase in capital by capitalization of reserves, profits or
password.
share premiums, the right to a double vote is conferred, as
Proxies or votes submitted electronically before the General
soon as they are issued, on registered shares allocated free
Meeting, as well as the related acknowledgements of receipt, will
by virtue of existing shares held to which this right is
be considered irrevocable and binding documents. However, in the
attached;
event that shares are sold before the applicable record date (i.e., at
at shareholders meetings, no shareholder may exercise,2/
midnight CET three days before the Meeting date), the company
either in person or through a proxy, by virtue of single voting
will cancel or amend, as appropriate, any related proxies or votes
rights conferred by the shares he/she holds directly and
submitted electronically before the General Shareholders Meeting.
indirectly and by virtue of the proxy votes entrusted to
Meetings shall be chaired by the Chairman of the board of
him/her, more than 10% of the total number of the voting
directors or in his absence by the Vice-chairman, or in his absence
rights conferred by shares in the company. However, if a
by a member of the board of directors specially appointed for that
shareholder also holds double voting rights directly or
purpose by the board of directors. If no such member is appointed
indirectly and/or as proxy, the limit set may be exceeded
by the board of directors, the Meeting shall elect its own Chairman.
taking into consideration only the resulting additional voting
rights, without the total voting rights thereby held exceeding
The two shareholders present who hold the largest number of
15% of the total number of the voting rights conferred by the
votes and who accept shall act as scrutineers.
shares in the company.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC