APC 2014 Annual Report Download - page 304

8SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Gregory Spierkel holds a Bachelor of Commerce degree from the buy back its shares by any appropriate method, including through
University of Carleton (Ottawa), an MBA from Georgetown the use of derivatives, pursuant to the provisions of
University, and has completed the Advanced Manufacturing articleL.225-209 of the French Commercial Code.
Program at INSEAD. The company buyback programs may have various objectives: to
Mr.Spierkel will be an Independent Director, holding 1,000 reduce capital stock, cover stock option plans or other share
Schneider Electric SE shares. allocations to employees or corporate officers, fulfill obligations
related to convertible bonds, engage in external acquisitions, and
Ms. Betsy Atkins and Mr. Jeong Kim are Independent Directors. market making as part of a liquidity contract.
Mr. Gérard de La Martinière is not an independent director within
the meaning of the AFEP/MEDEF corporate governance Shares bought back may be canceled as part of the authorization
guidelines for listed companies because he has more than 12 adopted by this Annual Shareholders’ Meeting (Twenty-second
years of service on the board. You can find their biographies on Resolution).
pages 126 to 133 of the registration document. We remind you that under the authorization given by the Annual
If you approve these proposals, the board of directors will include Shareholders’ Meeting of May6, 2014, Schneider Electric has
31% women directors, 50% directors of non-French origin or repurchased 5.99million shares in order to offset the dilution
nationality, and 71% independent directors. resulting from capital increases reserved for employees
performance share plans and the exercise of stock options.
Your board of directors considers that in addition to Jean-Pascal
Tricoire, Henri Lachmann and Magali Herbaut, who represents Schneider Electric has announced that it will buy-back its own
employee shareholders, Willy Kissling and Gérard de La Martinière shares in an amount of EUR1 to EUR1.5billion over the period
do not qualify as independent directors. Furthermore, under the 2015-2016.
AFEP/MEDEF guidelines. They have lost that status due to their Further information on your Company’s share buyback programs
long years of service on the board. The other board members are can be found on page 280.
or will be independent directors. You are asked to authorize the company to buy back shares
Share buybacks– Thirteenth Resolution
representing a maximum of 10% of the issued capital as of the
date of the Meeting (indicatively, 58,469,114 shares based on the
issued capital as of December31, 2014). The maximum purchase
We request that you renew the authorization given to the price is set at EUR90. We remind you that this authorization may
Company by the Annual Shareholders’ Meeting of May6, 2014 to not be used during public offer periods.
Extraordinary Meeting
Authorization of the board of directors to carry
contributed to the Company as part of a “scheme of arrangement”
under British law. The scheme of arrangement became effective on
out a capital increase with or without
January17, 2014, raising the Company’s share capital as of
preferential subscription rights of
January20, 2014 from EUR2,241,377,048 to EUR2,316,847,784
shareholders– Fourteenth to Nineteenth
through the issue of 17,332,758 new shares with a EUR4 par
Resolutions
value, representing approximately 3.1% of the Company’s share
capital. These shares were admitted upon issuance to trading on
We hereby submit to you resolutions to renew existing compartment A of Euronext Paris.
authorizations to increase the Company’s capital.
These authorizations expire in June2015. The board of directors
You have previously authorized the board of directors to issue also proposes, in accordance with the French Commercial Code
shares, shares with equity warrants, convertible bonds, (articleL.225-129-2), to renew these authorizations to undertake
stand-alone equity warrants and other share equivalents, with or capital increases with or without preferential subscription rights for
without preferential subscription rights. the same amounts and for the same period of 26months. The
We remind you that the board of directors used the authorization total amount of the issues authorized remains unchanged at
given by the Annual Shareholders’ Meeting of April25, 2013 in its 200million shares, i.e., 34% of the share capital.
Fourteenth Resolution to compensate the Invensys securities
302 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC