APC 2014 Annual Report Download - page 278

7INFORMATION ON THE COMPANY AND ITS CAPITAL
SHAREHOLDERS’ RIGHTS AND OBLIGATIONS**
Ceiling on voting rights (article20 of the 2–
assimilated to shares owned, as defined by articleL.233-7 et
seq. of the French Commercial Code;
articlesof association)
shareholders’ proxies returned to the Company that do not
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At the General Meeting, no shareholder may exercise, in person or appoint a representative are subject to the above ceilings.
through a proxy, more than 10% of the total voting rights attached However, these ceilings do not apply to the meeting Chairman
to the Company’s shares. The 10% ceiling is calculated on the voting on behalf of such proxies.
basis of the single voting rights held directly and proxies held by The above ceilings will no longer apply, without it being necessary
the shareholder concerned. to put the matter to the vote again by the Extraordinary
If the shareholder holds or represents shares carrying double Shareholders’ Meeting, if any individual or legal entity, acting alone
voting rights, the limit may be raised to 15%, provided that the or jointly with one or other individuals or legal entities, acquires or
10% ceiling is exceeded solely by virtue of the double voting rights. increases its stake to at least two-thirds of the Company’s capital
through a public tender or exchange offer for all the Company’s
To apply these provisions:
shares. The board of directors takes note of this nullity and
the total number of voting rights is calculated on the date of the
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undertakes the formalities necessary to amend the articlesof
General Meeting and announced to shareholders when the association. The ceiling on voting rights was approved by the
General Meeting is opened; Combined Annual and Extraordinary Shareholders’ Meeting of
the number of voting rights held directly and indirectly include
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June27, 1995.
those attached to shares owned by a shareholder personally, In accordance with articleL.225-96, paragraph1 of the French
those attached to shares held by a legal entity over which the Commercial Code, any amendment to the articlesof association
shareholder exercises control, as defined in articleL.233-3 of must be approved by the Extraordinary Shareholders’ Meeting, by
the French Commercial Code, and those attached to shares a majority of at least two-thirds of the voting rights represented by
shareholders in attendance or participating by proxy.
Allocation of income (article22 of the articlesof association)
Net income for the year less any losses brought forward from prior to the payment of the balance in the form of a dividend.
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years is appropriated in the following order: The General Meeting may decide to offer shareholders the
opportunity to receive the dividend in cash or in the form of new
5% to the legal reserve (this appropriation is no longer required
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shares.
once the legal reserve represents one-tenth of the capital,
provided that further appropriations are made in the case of a Dividends not claimed within five years from the date of payment
capital increase); are forfeited and paid to the government, in accordance with the
to discretionary reserves, if appropriate, and to retained
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law.
earnings;
Holding of shares (article7 paragraph1 of the articlesof association)
Shareholders may elect to hold their shares in registered or bearer form. To establish proof of ownership, the shares must be recorded in
the shareholder’s account in accordance with the procedures and conditions defined by current legislation and regulations.
Disclosure thresholds (article7 paragraph2 of the articlesof association)
The articlesof association stipulate that any individual or legal articleL.233-7 of the French Commercial Code and of the number
entity that owns or controls (as these terms are defined in of existing shares covered by any agreement or financial
articleL.233-9 of the French Commercial Code) directly or instrument referred to in pointc) of said paragraph. Shareholders
indirectly, shares or voting rights representing at least 1% of the are also required to notify the Company if the number of shares or
total number of shares or voting rights outstanding, or a multiple voting rights held falls below one of the thresholds defined above.
thereof, is required to disclose the total number of shares, voting In the case of failure to comply with these disclosure obligations,
rights and share equivalents held directly, indirectly or in concert to the shares in excess of the disclosure threshold will be stripped of
the Company by registered letter with return receipt requested, voting rights at the request of one or several shareholders owning
within five trading days of the disclosure threshold being crossed. at least 2.5% of the share capital, subject to compliance with the
In addition, effective November1, 2009 the shareholder must relevant provisions of the law. These provisions are from the
notify the Company, in the disclosure letter, of the number of Combined Annual and Extraordinary Shareholders’ Meetings of
existing shares it is entitled to acquire by virtue of agreements or June27, 1995; May5, 2000 and April23, 2009.
financial instruments referred to in pointb) of the third paragraph of
276 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC