APC 2014 Annual Report Download - page 306

8SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
shareholder plan in 2015 within a limit of 2.7million shares consideration, in particular, any foreign legal, regulatory or tax
(approximately 0.46% of the capital). This plan, which will not provisions that may apply to any beneficiary governed by foreign
include a leveraged offer, will be offered in 37 countries law. Issues performed will be deducted from the ceiling of 2%
representing more than 80% of the Group’s employees. provided by the Twentieth Resolution.
Your Company carried out capital increases reserved for Group As of August1, 2015 this authorization shall supersede the existing
employees in 2014 (WESOP 2014). These transactions are authorization given in the Twenty-first Resolution adopted by the
presented in page 282 of this registration document. Annual Shareholders’ Meeting of May6, 2014 for the amounts
remaining unused by July31, 2015. This authorization is valid for a
In order to create a new international employee share ownership period of 18 months and can only be used as of August1, 2015.
plan in 2016, you are asked to renew these authorizations under
the same terms. Such is the purpose of the Twentieth and
Authorization given to the board of directors to
Twenty-first Resolutions.
cancel, where applicable, Company shares
By the Twentieth Resolution, you are asked to grant the board of
directors full competency to issue shares reserved for employees
purchased in accordance with the conditions
enrolled in the Employee Stock Purchase Plan for up to 2% of the
determined by the Annual Shareholders’
Company’s capital, with the proviso that the maximum discount at
Meeting, up to a maximum of 10% of the capital–
which the shares could be offered is set at 20%.
Twenty-second Resolution
This authorization, which requires the cancellation of shareholders’ We ask you to give the board of directors full powers to cancel
preferential subscription rights in favor of members of an Employee shares representing up to 10% of the Company’s capital over a
Stock Purchase Plan, will supersede the existing authorization period of 24 months from the date of the Annual Shareholders’
approved by the Annual Shareholders’ Meeting on May6, 2014 in Meeting, in order to reduce the dilutive impact of the share issues
its Twentieth Resolution, with effect from June 14, 2015. This carried out recently or to be carried out, notably upon exercise of
authorization is valid for a period of 26months. stock options or employee share issues.
The maximum nominal amount of capital increases carried out on As a reminder, we have not used the authorization given by the
the basis of the Twentieth Resolution will be deducted from the Annual Shareholders’ Meeting of April25, 2013, which expires on
ceilings outlined in the Fourteenth and Sixteenth Resolutions. April24, 2015.
By the Twenty-First Resolution, we ask you to renew the
Amendment to the bylaws– Twenty-third
authorization to issue shares reserved for employees of foreign
Group companies or to entities set up on their behalf. We remind
you that the authorization will not exceed 1% of the capital. The
Resolution
issues to be carried out will be deducted from the ceiling of 2% of
the capital set for the issuance of shares to employees who are The board of directors requests that you amend article13 of the
members of the Employee Stock Purchase Plan. At the discretion Company bylaws to bring them into conformity with the legal
of the board of directors, the issue price will be based on either (i) provisions relating to regulated agreements, and particularly the
the opening or closing price of the company’s shares quoted on provisions from the ordinance of July31, 2014. Pursuant to
the trading day on which the decision of the board or its delegate articleL.229-7 of the French Commercial Code, you are asked to
setting the issue price is made, or (ii) the average of the opening or include in the Company bylaws a reference to the provisions
closing prices quoted for the company’s shares over the 20trading applicable to regulated agreements by limited liability companies
days preceding the decision of the board or its delegate setting the Société anonyme and provided for by articles L.225-38 to
issue price under the Twentieth Resolution of this Annual L.225-42-1 of the French Commercial Code.
Shareholders’ Meeting. A maximum discount of 20% may be Finally, Twenty-fourth Resolution requests the powers necessary to
applied to the reference stock price. The application of this carry out formalities.
discount will be determined by the board of directors, taking into
304 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC