APC 2014 Annual Report Download - page 324

8SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
FIFTH RESOLUTION
Babeau as presented in the board of directors’ report to the
Shareholders’ Meeting.
(Approval of amendments to the regulated
agreements and obligations relating to the
NINTH RESOLUTION
status of Jean-Pascal Tricoire– suppression of
the top-hat pension plan (article39), (Appointment of a director, Mr.Gregory
maintenance of benefit obligations) Spierkel).
The Shareholders’ Meeting, acting in accordance with the quorum The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for ordinary meetings, having and majority requirements for ordinary meetings, having
considered the board of directors’ report and the Statutory considered the board of directors’ report, appoints Mr.Gregory
Auditors’ special report submitted pursuant to the provisions of Spierkel as Director for a period of four years, expiring at the close
articleL.225-40 on the agreements and commitments referred to of the Shareholders’ Meeting to be held in 2019 to review the
in articlesL.225-38 and L.225-42-1 of said Code, approves the financial statement for the financial year ending December31,
amendments to the regulated agreements and commitments 2018.
relating to the status of Jean-Pascal Tricoire– suppression of the
TENTH RESOLUTION
top-hat pension plan (article39), maintenance of benefit
obligations.
(Renewal of a directorship: Mrs.Betsy Atkins)
SIXTH RESOLUTION
The Shareholders’ Meeting, acting in accordance with the quorum
(Approval of the regulated agreements and
and majority requirements for ordinary meetings, having
considered the board of directors’ report, hereby resolves to
obligations relating to the reiteration of the
re-elect Mrs. Betsy Atkins as Director for a term of four years,
status of Emmanuel Babeau)
expiring at the close of the Shareholders’ Meeting to be held in
The Shareholders’ Meeting, acting in accordance with the quorum 2019 to review the financial statements for the financial year ending
and majority requirements for ordinary meetings, having December31, 2018.
considered the board of directors’ report and the Statutory
ELEVENTH RESOLUTION
Auditors’ special report submitted pursuant to the provisions of
articleL.225-40 of the French Commercial Code on the
(Renewal of a directorship: Mr.Jeong Kim)
agreements and commitments referred to in articles L.225-38 and
L.225-42-1 of said Code, approves the agreements and The Shareholders’ Meeting, acting in accordance with the quorum
commitments presented in these reports relating to the reiteration and majority requirements for ordinary meetings, having
of the status of Emmanuel Babeau. considered the board of directors’ report, hereby resolves to
SEVENTH RESOLUTION
re-elect Mr.Jeong Kim as Director for a term of four years, expiring
at the close of the Shareholders’ Meeting to be held in 2019 to
review the financial statements for the financial year ending
(Opinion on elements of the compensation due
December31, 2018.
or awarded in respect of the 2014 financial year
TWELFTH RESOLUTION
to Mr.Jean-Pascal TRICOIRE)
The Shareholders’ Meeting, acting in accordance with the quorum
(Renewal of a directorship: Mr. Gérard de La
and majority requirements for ordinary meetings, consulted
Martinière)
pursuant to the recommendation of paragraph24.3 of the
AFEP/MEDEF corporate governance guidelines of June2013, The Shareholders’ Meeting, acting in accordance with the quorum
which constitutes the Company’s code of reference in application and majority requirements for ordinary meetings, having
of articleL.225-37 of the French Commercial Code, hereby issues considered the board of directors’ report, hereby resolves to
a favorable opinion on the elements of compensation due or re-elect Mr.Gérard de La Martinière as Director for a term of two
awarded in respect of the 2014 financial year to Mr.Jean-Pascal years, expiring at the close of the Shareholders’ Meeting to be held
TRICOIRE as presented in the board of directors’ report to the in 2017 to review the financial statements for the financial year
Shareholders’ Meeting. ending December31, 2016.
EIGHTH RESOLUTION THIRTEENTH RESOLUTION
(Opinion on elements of the compensation due (Authority granted to the board of directors to
or awarded in respect of the 2014 financial year buy back Company shares– maximum purchase
to Mr.Emmanuel BABEAU) price per share EUR90)
The Shareholders’ Meeting, acting in accordance with the quorum The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for ordinary meetings, consulted and majority requirements for ordinary meetings, having heard the
pursuant to the recommendation of paragraph24.3 of the board of directors’ report, hereby authorizes the board of directors,
AFEP/MEDEF corporate governance guidelines of June2013, pursuant to articleL.225-209 of the French Commercial Code and
which constitutes the Company’s code of reference in application of European Regulation no.2273/2003, dated December22,
of articleL.225-37 of the French Commercial Code, hereby issues 2003, to acquire the Company's shares for the purpose of:
a favorable opinion on the elements of compensation due or
Reducing the share capital within the maximum legal limit;
l
awarded in respect of the 2014 financial year to Mr.Emmanuel
322 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC