APC 2013 Annual Report Download - page 326

8SHAREHOLDERS’ MEETING
STATUTS
In order to apply the above provisions: The limitations set out above become null and void, without the
need for an Extraordinary General Meeting of shareholders to vote
the total number of voting rights allowed are calculated as of the
l
a new decision, once an individual or legal entity, either alone or
date of the General Shareholders Meeting and announced to the together with one or more individuals or legal entities, holds at least
shareholders at the beginning of such General Shareholders two-thirds of the total number of shares in the company following a
Meeting; public procedure to exchange or acquire all of the shares in the
the number of voting rights held directly and indirectly are
l
company. The board of directors takes note of this nullity and
understood to include those conferred by shares held personally undertakes the formalities necessary to change the Memorandum
by a shareholder, those conferred by shares held by a legal and Articlesof Association of the company.
entity controlled by a shareholder as defined by articleL.233-3 The limitations set out in the above paragraphs have no effect
of the Commercial Code, and those shares that are assimilated when calculating the total number of voting rights, including double
to the shares owned, as defined by the provisions of voting rights conferred by shares in the company that must be
articlesL.2337 et seq. of the Code; taken into consideration when applying legal, regulatory or
all shareholder’s proxy forms returned to the company without
l
statutory provisions creating special obligations with reference to
any indication of the person appointed as proxy will be subject the number of voting rights existing in the company or the number
to the above limitations. These limitations shall not, however, of shares conferring a right to vote.
apply to the chairperson of the Meeting using votes by virtue of
such proxies.
Part VI. Company accounts and allocation of profits
Article21
plus profits carried over, is available to General Shareholders
Meetings of the shareholders. The board of directors may carry
The company’s accounting period lasts one year starting on forward all or part of this sum, allocate it to general or special
1January and ending on 31December. reserve funds or distribute it to the shareholders as a dividend.
Article22
In addition, the General Meeting of shareholders may decide to
distribute sums taken from the optional reserves, either to provide
or top up a dividend, or as a one-off distribution. In this event, the
The net income for each financial year, after deduction of operating decision must expressly state from which reserves the sums are be
expenses and the company’s other charges, including all taken.
amortizations and provisions, constitutes the net profits or losses The General Meeting of shareholders has the power to award each
for the financial year. shareholder the choice of opting for payment of dividends in
The nets profits for each financial year, minus any losses from shares or cash subject to the terms and conditions laid down by
previous years, are first subject to a 5% deduction to constitute the law.
legal reserve. This deduction ceases to be compulsory when such The reserve, contingency and sinking funds, together with share
reserve reaches a sum equal to one tenth of the registered capital. and contribution premiums, may, irrespective of the purpose for
It comes back into force when, for whatever reason, the legal which they were originally allocated, be allocated for any purpose
reserve drops below this figure. and be used in particular to fund the legal reserve, to amortize and
The distributable income composed of the profits for the financial buy back shares or be distributed among the shareholders, as
year, less losses from previous years and the above deduction, decided by the Ordinary General Shareholders Meeting.
Part VII. Winding-up – liquidation
Article23
Upon the expiry of the company or in the event of an early winding-up, a General Shareholders Meeting will decide what type of liquidation
is appropriate and appoint one or more liquidators whose powers it will determine and who will operate as prescribed by law.
324 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC