APC 2014 Annual Report Download - page 305

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
The board of directors may not, without prior authorization of the the same price. It also remains subject to the applicable ceilings
Annual Shareholders’ Meeting, make use of any of these mentioned above.
authorizations during a public offering. Eighteenth Resolution authorizes the board of directors to issue
In the Fourteenth Resolution, you are asked to authorize the shares or share equivalents, within the limit of 9.8% of the share
board of directors to issue, in France or abroad, common shares capital, i.e., 230million shares as set by Sixteenth Resolution, to
or securities giving access to capital, such as convertible bonds remunerate contributions in kind consisting of shares or share
redeemable in shares, bonds with redeemable share subscription equivalents of other companies where the provisions of
warrants, in all cases with preferential subscription rights. articleL.225-148 of the French Commercial Code are not
applicable.
In the Fifteenth Resolution, you are also asked to authorize the
board of directors to increase the capital by capitalizing reserves, Nineteenth Resolution authorizes the board of directors to issue
earnings or additional paid-in capital. through private placement, in France and/or abroad, shares
and/or securities convertible into shares of the Company or any of
The issued share capital may be increased with preferential its subsidiaries, without pre-emptive subscription rights, for up to a
subscription rights maintained during the period by a maximum nominal amount of EUR115million, or 28.75million shares with a
aggregate amount of EUR800million or 200million shares (34% of par value of EUR4 (4.9% of the capital). We remind you that the
the capital). This ceiling does not include the par value of any French Monetary and Financial Code has made it possible for
shares to be issued to prevent dilution of the rights of holders of companies to carry out capital increases through private
share equivalents. The maximum nominal amount of capital placements with the goal of optimizing access to capital markets
increases resulting from the incorporation of reserves, profits or and obtaining the best possible market conditions. The private
premiums will be deducted from the overall ceiling for capital placements are issues without preferential subscription rights that
increases of EUR800million. would exclusively concern (i) individuals or entities providing
In the Sixteenth Resolution, you are asked to authorize the board portfolio management services and (ii) qualified investors or a
of directors to issue, in France or abroad, the shares and share restricted group of investors, provided that these investors are
equivalents mentioned in the Fourteenth Resolution without acting on their own behalf. Under the terms of the Nineteenth
preferential subscription rights for existing shareholders. In Resolution, provision has been made that in the case of issue
addition, under the Fourteenth and Sixteenth Resolutions, the through private placement, the issue price pursuant to this
board of directors may issue shares that confer rights to securities authorization will, at the choice of the board of directors be at least
convertible into shares that will be issued, in agreement with the equal to:
board of directors, by Schneider Electric SE’s direct or indirect
the weighted average price quoted for the shares on the(i)
subsidiaries.
Euronext Paris stock exchange over a maximum period of six
The issued share capital may be increased with preferential
months preceding the issue pricing date; or
subscription rights suppressed during the period by a maximum
the average price weighted by volumes on the regulated(ii)
aggregate amount of EUR230million or 57.5million shares (9.8%
market of the Euronext in Paris on the day before the issue
of the capital). This amount will be deducted from the nominal
price is set; or possibly less, and in both cases, with a
EUR800million ceiling mentioned in the Fourteenth Resolution.
maximum discount of 5%.
However, it will not include the par value of any shares to be issued Any issues carried out pursuant to this authorization will be
to prevent dilution of the rights of holders of share equivalents. deducted from the EUR230million ceiling set in the Sixteenth
The authorization to issue shares and share equivalents without Resolution.
preferential subscription rights is designed to allow the board of The purpose of these financial authorizations is to give the board of
directors to carry out issues quickly, in order to take immediate directors the necessary flexibility when it comes to selecting the
advantage of opportunities, and to expand the shareholder base type of issues to be carried out, depending on demand and the
by placing the issues on foreign or international markets. conditions prevailing in the French, foreign or international financial
To protect shareholders’ rights in this type of transaction: markets.
the board would grant shareholders a mandatory priority
l
Capital increases reserved for employees with
subscription right for a minimum of three days;
in accordance with the French Commercial Code, the share
lcancellation of preferential subscription rights
issues would be carried out at a price at least equal to the
of shareholders– Twentieth and Twenty-first
weighted average price for the Company’s shares over the three
Resolutions
trading days preceding the date on which the share or share
equivalent issues were decided by the management board. They Schneider Electric is convinced of the importance of developing
may be issued with a maximum discount of 5%. employee shareholders and issues new shares to employees each
The board of directors may also use this authorization to issue year. As of December31, 2014, employees held 4.01% of the
payment for securities tendered in a public exchange offer initiated share capital.
by the Company, within the limits and conditions laid down in We remind you that the Twentieth and the Twenty-first Resolutions
articleL.225-148 of the French Commercial Code. of the Annual Shareholders’ Meeting of May6, 2014, authorized
Seventeenth Resolution is intended to allow the board of the board of directors to issue shares reserved for employees
directors to increase, as needed, the size of an issue to be decided participating in the Employee Stock Purchase Plan within the limit
under the Fourteenth or Sixteenth Resolutions, in case of of 2% of the share capital, and to issue shares reserved for
oversubscription. The supplementary capital increase that may be employees of foreign Group companies or entities set up on their
made within 30 days after the initial subscription period closes may behalf, within the limit of 1% of the share capital.
not exceed 15% of the original increase and must be carried out at
8
Under these authorizations, at its meeting on December16, 2014,
the board of directors decided to renew the annual employee
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC