APC 2014 Annual Report Download - page 325

SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
Meeting obligations relating to option plans or other plans
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or directly between individuals in compliance with applicable law
involving awards of shares to employees or officers of the and regulations. Such means and methods shall include
Company or an associated company; acquisition or sale of blocks, use of any and all derivative financial
instruments traded on a regulated exchange or directly between
Meeting obligations arising under, or in connection with, debt
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individuals (over-the-counter) and the implementation of option
securities convertible into shares of the Company; strategies (purchase and sale of put and call options and any
Undertaking external growth transactions, mergers, spin-offs or
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combination thereof, to the exclusion of sale of put options), in
contributions (up to a limit of 5% of the share capital); compliance with applicable law and regulations.
Stimulating the market for the Company’s shares under and
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Shares acquired may also be canceled, subject to compliance with
pursuant to a liquidity agreement consistent with the Autorité the provisions of articles L.225-204 and L.225-205 of the French
des Marchés Financiers’ deontology charter; or Commercial Code and in accordance with the Twenty-Second
Implementing and carrying out any market practice that may be
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Resolution adopted by the present Shareholders’ Meeting.
recognized by law or the AMF. The board of directors may adjust the prices set forth above in the
The maximum number of shares that may be acquired under and event of the capitalization of reserves or earnings giving rise either
pursuant to this authority shall not exceed 10% of the aggregate to an increase in the par value of the shares, or to the issuance
number of shares constituting the share capital on the date of this and free awards of shares, in the event of a division of the par
Shareholders’ Meeting (i.e., for indicative purposes, 58,469,114 value of the shares (stock split) or amalgamation of shares (reverse
shares on the basis of the share capital as of December31, 2014). split), and, more generally, in the event of a transaction involving
The maximum purchase price shall be EUR90 per share. However, shareholders’ equity, to account for the impact of the
if all or some of the shares acquired pursuant to these conditions consequences of such transactions on the value of the shares,
are intended to grant stock options, pursuant to articles L.225-177 such price then to be adjusted by a multiplier coefficient equal to
et seq. of the French Commercial Code, the selling price of the the ratio between the number of shares constituting the share
shares in question will be determined in accordance with the legal capital prior to the transaction and such number following such
provisions governing stock options. transaction.
As a result of the aforesaid limits, the maximum aggregate amount Any and all authority is hereby granted to the board of directors
of share buy-backs shall not exceed EUR5,262,220,260. with power to grant delegations of authority to implement and carry
out this Resolution.
The acquisition, retention, sale, or transfer of such shares may be
performed on one or more occasions by any means, in the market, This authority shall be valid for a maximum of 18 months from the
on a multilateral trading system (MTF), via a systemic internalizer, date of this Shareholders’ Meeting.
Extraordinary Meeting
FOURTEENTH RESOLUTION
issued confer the same rights as existing shares subject to their
effective date;
(Authorization to the board of directors to
increase the nominal share capital by up to
hereby resolves that the aggregate amount of capital increases
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that may be undertaken immediately and/or in the future on the
EUR800million, i.e., approximately 34% of
basis of this resolution shall not exceed a nominal amount of
capital at December31, 2014, by issuing ordinary
EUR800million (i.e., 34% of capital at December31, 2014), to
shares or securities convertible into shares of
which shall be added the additional number of shares to be
the Company of any of its subsidiaries with
issued to protect the rights of holders of securities convertible
shareholders’ preemptive rights maintained.)
into shares of the Company, share subscription or purchase
options, free shares or performance shares, in accordance with
The Shareholders’ Meeting, acting in accordance with quorum and the law and contractual provisions providing for other cases of
majority requirements for extraordinary meetings, having adjustment. The capital increases carried out based on the
considered the board of directors’ report and the Statutory Fifteenth, Sixteenth, Seventeenth, Nineteenth and Twentieth
Auditors’ special report, and in accordance with articles L.225-129 Resolutions adopted by this Shareholders’ Meeting as well as
to L.225-129-6, L.225-132, L.225-134, L.228-91 to L.228-93 of those carried out, where applicable, on the basis of the
the French Commercial Code: Twentieth Resolution of the Extraordinary Meeting of May6,
hereby authorizes the board of directors, with the power to
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2014 will be deducted from this amount, exclusive of
sub-delegate, to decide one or more capital increases by adjustments required and in compliance with the law and any
issuing, in the amounts and at the times it sees fit, in France contractual provisions providing for other adjustment cases, to
and/or abroad, common shares of the Company and any other protect the rights of holders of securities convertible into the
securities issued for payment or free of charge granting access Company’s shares, stock options, or free or performance
by any means, immediately and/or in the future, to ordinary shares. This EUR800million limit in the nominal amount does
shares of the Company or a company in which it directly or not apply to capital increases reserved for employees or
indirectly owns more than half of the capital, with such securities corporate officers under the sixteenth and seventeenth
being denominated in euros or any other currency or unit of resolution adopted by the Shareholders’ Meeting from April25,
account based on several currencies, provided that (i) the 2013 as well as the twentieth resolution of this Shareholders’
subscription of such shares and other securities may be made Meeting;
either in cash or by offsetting receivables, and (ii) the shares
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hereby resolves that the securities granting access to shares of
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the Company may consist, among others, of debt securities or
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC