APC 2014 Annual Report Download - page 277

INFORMATION ON THE COMPANY AND ITS CAPITAL
SHAREHOLDERS’ RIGHTS AND OBLIGATIONS**
Shareholders’ rights 2.
andobligations
General Meetings (article19 of the articlesof association)
This section is included in the Chairman's report to the board of directors.
General Meetings are called and run in conformity with the Meeting organizer using a process that complies with applicable
conditions prescribed by law. laws and regulations (paragraph 2 of article 1316 of the French civil
code) and consisting of a username and password.
Meetings are held at the Company’s head office or at any other
place specified in the notice of meeting. The board of directors Proxies or votes so submitted electronically before the General
may decide, when each meeting is called, to organize the public Meeting, as well as the related acknowledgements of receipt, will
retransmission of all or part of the meeting by videoconference be considered irrevocable and binding documents. However, in the
and/or using teletransmission techniques. event that shares are sold before the applicable record date (i.e.,
midnight Paris time two days before the meeting date), the
All shareholders may attend meetings, in person or by proxy, after Company will cancel or amend, as appropriate, any related proxy
providing proof of identity and share ownership in accordance with or electronic votes submitted before the General Meeting.
applicable laws and regulations.
Meetings shall be chaired by the Chairman of the board of
When the decision is made to call a General Meeting, the board of directors or in his absence by the Vice-Chairman, or in his absence
directors may also decide to allow shareholders to participate or by a member of the board of directors specially appointed for that
vote at General Meetings using videoconferencing facilities and/or purpose by the board of directors. If no such member is appointed
any other telecommunication medium allowed under applicable by the board of directors, the meeting shall elect its own Chairman.
legislation.
The two shareholders present who hold the largest number of
Remote voting procedures are governed by applicable laws and votes and who accept shall act as scrutineers.
regulations. In particular, shareholders may send proxy and mail
ballot forms before General Meetings either in paper form or, if The board appoints a secretary, who is not required to be a
approved by the board of directors and stated in the meeting shareholder.
announcement and/or notice, electronically. As required by law, a register of attendance is kept.
When the decision is made to call a General Meeting, the board of Copies or extracts of the meeting’s minutes are certified either by
directors may authorize shareholders to fill out and sign these the Chairman or Vice-Chairman of the board of directors, or the
forms electronically through a secure site set up by the General General Meeting’s secretary.
Voting rights
This section is included in the Chairman's report to the board of directors.
Double voting rights (article20 of the 1–
registered shares allocated freely by virtue of existing shares held
to which this right is attached.
articlesof association)
The shares are stripped of their double voting rights if they are
Voting rights attached to shares are proportionate to the equity in converted into bearer shares or transferred, except in the case of
the capital they represent, assuming that they all have the same the transfer from one registered holder to another as part of an
nominal value. Each capital share or dividend share confers the inheritance or family gift.
right to one vote except where compulsory legal provisions limit the
number of votes a shareholder may have. Notwithstanding the Double voting rights may also be stripped by a decision of the
foregoing, double voting rights are attributed to fully paid-up shares Extraordinary Annual Shareholders’ Meeting after ratification by a
registered in the name of the same holder for at least two years Special Annual Shareholders’ Meeting of beneficiaries benefiting
prior to the end of the calendar year preceding the one in which from double voting rights.
the General Meeting takes place, subject to compliance with the
7
The minimum holding period to qualify for double voting rights was
provisions of the law. In the case of a capital increase by reduced from four to two years by decision of the Combined
capitalizing reserves, earnings or additional issue premiums, the Annual and Extraordinary Shareholders’ Meeting of June27, 1995.
right to a double vote is conferred, as soon as they are issued, on
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC