APC 2014 Annual Report Download - page 327

SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
Commercial Code, from the exercise of rights attaches to
SEVENTEENTH RESOLUTION
securities issued by companies of which it owns, directly or
(Authorization to the board of directors to
indirectly, more than half the share capital and that carry the
increase the amount of an initial issue, as
right, by any and all means, to acquire ordinary shares of the
approved pursuant to the Fourteenth or
Company;
Sixteenth Resolutions, with or without
hereby resolves that the aggregate amount of capital increases
lshareholders’ preferential subscription rights)
that may be undertaken immediately and/or in the future on the
basis of this resolution shall not exceed a nominal amount of The Shareholders’ Meeting, acting in accordance with quorum and
EUR230million (i.e., 9.8% of capital at December31, 2014), to majority requirements for Extraordinary Shareholders’ Meetings,
which shall be added, in accordance with the law and having considered the board of directors’ report and the Statutory
contractual provisions providing for other cases of adjustment, Auditors’ special report, and in accordance with
the additional number of shares to be issued to protect the articleL.225-135-1 of the French Commercial Code:
rights of holders of securities convertible into shares of the hereby resolves to authorize the board of directors, for a period
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Company, options to subscribe for or purchase shares, or free of 26 months from this Shareholders’ Meeting, with the power
shares or performance shares, provided that the amount of to grant subdelegations of authority, to decide that, for each of
EUR230million shall be charged against the overall limit of the issues authorized under and pursuant to the Fourteenth and
EUR800million for capital increases set by the Fourteenth Sixteenth Resolutions adopted by this Shareholders’ Meeting,
Resolution adopted by this Shareholders’ Meeting; the number of ordinary shares and securities to be issued may
hereby resolves that the securities granting access to shares of
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be increased by the board of directors on the terms and
the Company may consist, in particular, of debt securities or be conditions of law and regulations and up to the limit of the
associated with the issuance of such securities, permit the maximum amounts set forth in the Fourteenth and Sixteenth
issuance thereof as intermediate securities, or take the form of Resolutions, respectively, adopted by this Shareholders’
subordinated securities, or not, with, or without, a definite term; Meeting;
hereby resolves that the shareholders’ preferential subscription
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hereby resolves that the board may not, without prior
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rights for shares or securities that may be issued in accordance authorization of the Shareholders’ Meeting, use this
with applicable law shall be suppressed, provided, however, that authorization during any period in which a third party has filed a
there shall be instituted in favor of the shareholders an public tender for the Company’s shares, starting from the filing
irreducible and/or reducible priority right to subscribe therefore date until the tender’s expiration date;
in accordance with articleL.225-135 of the French Commercial hereby takes note that the board of directors shall have full
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Code; authority to implement and give effect to this authorization;
hereby resolves that the amount received, or to be received, by
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hereby resolves that this authorization supersedes the Thirteenth
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the Company for each of the shares to be issued, after taking Resolution of the Extraordinary Meeting of April25, 2013 for the
into consideration, in the event of an issue of warrants to amounts not used by the board of directors.
subscribe for, or be attributed shares, the issue price of such
EIGHTEENTH RESOLUTION
warrants shall be at least equal to the minimum price
contemplated by applicable law and/or regulations on the issue
date, i.e., presently at the weighted average of the trading price
(Authorization to the board of directors to
during the three most-recent trading sessions preceding the
increase the share capital within a limit of 9.8% of
setting of the issue price, possibly reduced by a maximum
the share capital for the purpose of paying for
discount of 5%, after correction, if appropriate, of such amount
contributions in kind)
to take account of any difference in the effective date;
hereby takes note that this authorization shall constitute
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The Shareholders’ Meeting, acting in accordance with quorum and
automatically and ipso jure a waiver by the shareholders in favor majority requirements for extraordinary meetings, having
of the holders of securities that might be issued and carrying the considered the board of directors’ report and the Statutory
right to acquire shares of the Company of their preferential right Auditors’ special report, and in accordance with articleL.225-147
to subscribe for ordinary shares of the Company which such of the French Commercial Code:
securities carry the right to acquire; hereby resolves to grant to the board of directors the authority
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hereby resolves that this authorization may be used to pay for
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necessary to undertake one or more capital increases, on the
shares contributed in connection with a public exchange offer report of the contribution Auditor, within a limit of 9.8% of the
initiated by the Company, within the limits and on the terms and share capital for the purpose of paying for contributions in kind
conditions set forth in articleL.225-148 of the French made to the Company and consisting of equity securities or
Commercial Code; securities carrying the right to acquire shares, when
articleL.225-148 does not apply;
hereby resolves that the board may not, without prior
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authorization of the Shareholders’ Meeting, use this hereby resolves that, in any event, the amount of the capital
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authorization during any period in which a third party has filed a increases made under and pursuant to this resolution shall be
public tender for the Company’s shares, starting from the filing charged against the maximum amount of capital increases of
date until the tender’s expiration date; EUR230million set forth in the Sixteenth Resolution of this
Shareholders’ Meeting;
hereby resolves that this authorization supersedes the Twelfth
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Resolution of the Extraordinary Meeting of April25, 2013 for the hereby resolves that the board of directors shall have full
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amounts not used by the board of directors; authority, with the power to grant subdelegations of authority, to
hereby resolves to fix at 26 months the period of validity of this
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authorization starting from this Shareholders’ Meeting.
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC