APC 2014 Annual Report Download - page 326

8SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
be associated with the issuance of such securities, permit the awarding of free shares or increasing the nominal, or paid-in
issuance thereof as intermediate securities, or take the form of capital, amount of existing shares, or both;
subordinated securities, or not, with or without a definite term; hereby resolves that the maximum nominal amount of capital
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hereby resolves that the shareholders shall have a preferential
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increases that may be carried out pursuant to this authorization
subscription right for the securities issued under and pursuant to shall be charged against the overall limit of EUR800million for
this authorization, proportional to the amount of their shares; capital increases set by the Fourteenth Resolution of this
Shareholders’ Meeting;
hereby resolves that the board of directors shall fix the terms
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and conditions and the limits within which the shareholders may hereby resolves that the rights giving rise to fractional shares
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exercise their right to subscribe for and acquire shares on an shall be neither negotiable, nor alienable, and that the shares
irrevocable entitlement basis (à titre irréductible) and may grant corresponding thereto shall be sold. The amounts arising from
to shareholders a preemptive subscription right for shares on an the sale shall be paid to the holders of the rights no later than
revocable entitlement basis (à titre réductible), which shall be 30days after the date of registration or recording in their
exercised proportionally to their right and within the limit of their account of the whole number of shares attributed to them;
applications therefor; hereby takes note that the board of directors has full authority to
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hereby resolves that, if the subscriptions for shares to be issued
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implement and give effect to this authorization;
on an irrevocable entitlement basis (à titre irréductible) and by hereby resolves that the board may not, without prior
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entitlement subject to reduction (à titre réductible), as the case authorization of the Shareholders’ Meeting, use this
may be, do not take up the entire issue of shares or securities, authorization during any period in which a third party has filed a
as defined hereinabove, the board of directors may use the public tender for the Company’s shares, starting from the filing
options made available under articleL.225-134 of the French date until the tender’s expiration date;
Commercial Code and, in particular, place all or some of the hereby resolves that this authorization supersedes the Eleventh
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shares for which no subscriptions are received via a public Resolution of the Extraordinary Meeting of April25, 2013 for the
offering; amounts not used by the board of directors;
hereby takes note that this authorization shall constitute
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hereby resolves to fix at 26months the period of validity of this
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automatically and ipso jure a waiver by the shareholders in favor authorization starting from this Shareholders’ Meeting.
of the holders of securities that might be issued and convertible
SIXTEENTH RESOLUTION
into shares of the Company of their preemptive subscription
rights for ordinary shares of the Company which such securities
carry the right to acquire;
(Authorization to the board of directors to
hereby resolves that the amount received, or to be received, by
lincrease the share capital within the limit of
the Company for each of the shares to be issued, in connection
EUR230million in nominal i.e., 9.8% of capital at
with the above-described authorization shall be at least equal to
December31, 2014, by issuing ordinary shares or
the nominal, or paid-in capital, amount of the shares on the date
any securities convertible into shares of the
of issue of such securities;
Company or one of its subsidiaries with
hereby resolves that the board may not, without prior
lcancellation of shareholders’ preemptive
authorization of the Shareholders’ Meeting, use this
subscription rights through a public offering.
authorization during any period in which a third party has filed a
This authorization may be used to pay for
public tender for the Company’s shares, starting from the filing
contributions of securities in connection with a
date until the tender’s expiration date;
public exchange offer initiated by the Company)
hereby resolves that this authorization supersedes the Tenth
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Resolution of the Extraordinary Meeting of April25, 2013 for the The Shareholders’ Meeting, acting in accordance with quorum and
amounts not used by the board of directors; majority requirements for Extraordinary Shareholders’ Meetings,
hereby resolve to fix at 26months the period of validity of this
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having considered the board of directors’ report and the Statutory
authorization starting from this Shareholders’ Meeting. Auditors’ special report, and in accordance with articles L.225-129
to L.225-129-6, L.225-135, L.225-136, L.228-91 to L.228-93 of
FIFTEENTH RESOLUTION
the French Commercial Code:
hereby authorizes the board of directors, with the power to
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(Delegation of authority to the board of
sub-delegate, to decide one or more capital increases by
directors to increase the share capital by
issuing, by means of public offering, in the amounts and at the
capitalizing reserves, earnings, premiums, or
times it sees fit, in France and/or abroad, common shares of the
other amounts for which capitalization may be
Company and any other securities issued for payment or free of
allowed)
charge giving access by any means, immediately and/or
eventually, to ordinary shares of the Company or a company in
The Shareholders’ Meeting, acting in accordance with quorum and which it directly or indirectly owns more than half of the capital,
majority requirements for extraordinary meetings, having with such securities being denominated in euros or any other
considered the board of directors’ report and the Statutory currency or unit of account based on several currencies,
Auditors’ special report, and in accordance with articles provided that (i) the purchase of such shares and other
L.225-192-2 and L.225-130 of the French Commercial Code: securities may be made either in cash or by offsetting
hereby resolves to authorize the board of directors, with the
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receivables, and (ii) the shares issued confer the same rights as
power to grant subdelegations of authority, to undertake one or existing shares subject to their effective date;
more capital increases by capitalizing reserves, earnings, hereby resolves that the issuance of shares by the Company
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premiums, or other amounts for which capitalization is possible may result, in accordance with articleL.228-93 of the French
under law and the Company’s by-laws the issuance andt
324 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC