APC 2014 Annual Report Download - page 328

8SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
implement and give effect to this authorization, in particular for shares or securities governed by articles L.228-91 et seq of the
the purpose of: French Commercial Code that give access by any means,
immediately or in the future, to ordinary shares of the Company
determining any and all terms and conditions of the
–
or a company in which it directly or indirectly owns more than
authorized transactions and especially appraising the value
half of the capital, provided that (a) the purchase of such shares
of the contributions as well as granting particular benefits,
and other securities may be made either in cash or by offsetting
as the case may be,
receivables and, (b) the shares issued confer the same rights as
fixing the number of shares or securities to be issued as
–
existing shares subject to their effective date;
consideration and payment for the contributions, as well as
hereby resolves that the aggregate amount of capital increases
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the effective date of the securities to be issued,
that may be carried out immediately and/or in the future on the
making any charge against contribution premiums and, in
–
basis of this resolution shall not exceed a nominal amount of
particular, those with respect to costs, fees, and expenses
EUR115million (i.e., 4.9% of capital at December31, 2014), to
incurred in connection with undertaking the issues,
which shall be added, in accordance with the law and
recording the capital increases resulting therefrom and
–
contractual provisions providing for other cases of adjustment,
amending the Company’s by-laws accordingly,
the additional number of shares to be issued to protect the
generally taking any and all measures that may be useful
–
rights of the holders of securities convertible into shares of the
and enter into any and all agreements, undertake and carry
Company, options to subscribe for or purchase shares, or free
out any and all formalities required for admission of the
or performance shares, provided that the amount of
shares to trading and undertaking and carrying out any and
EUR115million shall be charged against the overall limit of
all required publication measures and formalities,
EUR230million for capital increases set by the Sixteenth
hereby resolves that the board of directors may not, without
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Resolution and against the overall limit of EUR800million for
prior authorization of the Shareholders’ Meeting, use this capital increases set by the Fourteenth Resolution of this
authorization during any period in which a third party has filed a Shareholders’ Meeting;
public tender for the Company’s shares, starting from the filing hereby resolves to cancel shareholders’ preferential subscription
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date until the tender’s expiration date, right to the securities contemplated in this resolution;
hereby resolves that this authorization supersedes the
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hereby takes note that this authorization shall constitute
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Fourteenth Resolution of the Extraordinary Meeting of April25, automatically and ipso jure a waiver by the shareholders in favor
2013 for the amounts not used by the board of directors, of the holders of securities that might be issued and carrying the
hereby resolves to fix at 26 months the period of validity of this
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right to acquire shares of the Company of their preferential right
authorization starting from this Shareholders’ Meeting. to subscribe for ordinary shares of the Company which such
NINETEENTH RESOLUTION
securities carry the right to acquire;
hereby resolves to authorize the board of directors, as provided
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(Authorization to the board of directors to
in articleL.225-136 of the French Commercial Code, to waive
the terms and conditions for setting the price provided under
undertake, through an offering as set forth in
applicable laws and regulations at the time the authority granted
Section II of articleL.411-2 of the French
under and pursuant to this resolution is used and to freely set
Monetary and Financial Code, with cancellation
the price of the ordinary shares or any and all securities
of shareholders’ preferential subscription rights,
convertible into shares, provided, however, that the issue price
a capital increase up to a nominal amount of
shall not, at the discretion of the board of directors, be less than:
EUR115million (i.e., 4.9% of capital) by issuing the weighted average of the trading prices of the shares on(i)
ordinary shares or any and all securities the Euronext Paris over a maximum period of six months
convertible into shares of the Company or any of preceding the date on which the issue price is set, or
its subsidiaries, the issue price of which shall be the average price weighted by volumes on the regulated(ii)
decided by the board of directors in accordance market of the Euronext Paris on the day before the issue
with terms and conditions determined by the price is set;
Shareholders’ Meeting)
or possibly less, and in both cases, with a maximum discount of
5%.
The Shareholders’ Meeting, acting in accordance with the quorum
hereby resolves that, if the subscriptions do not take up the total
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and majority requirements of extraordinary meetings, having heard
amount of the issue of shares or securities, the board of
the board of directors’ report and the Statutory Auditors’ special
directors may limit the issue to the amount of the subscriptions
report, and in accordance with articles L.225-129 to L.225-129-6,
under the terms and conditions provided by law applicable at
L.225-135, L.225-136, L.228-91 to L.228-93 of the French
the time this authorization is used;
Commercial Code and Section II of articleL.411-2 of the French
Monetary and Financial Code: hereby resolves that the board of directors may not, without
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prior authorization of the Shareholders’ Meeting, use this
hereby resolves to authorize the board of directors, with the
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authorization during any period in which a third party has filed a
power to grant subdelegations of authority, to undertake a public tender for the Company’s shares, starting from the filing
capital increase, through an offering as set forth in Section II of date until the tender’s expiration date;
articleL.411-2 of the French Monetary and Financial Code, on
one or more occasions, and with cancellation of shareholders’ hereby resolves that this authorization supersedes the Fifteenth
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preemptive rights, in the proportion and at the times that it shall Resolution of the Extraordinary Meeting of April25, 2013 for the
deem appropriate, in France and/or outside France, either in amounts not used by the board of directors;
euros or any other currency or unit of account determined by hereby resolves to fix at 26 months the period of validity of this
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reference to several currencies, through the issue of ordinary authorization starting from this Shareholders’ Meeting.
326 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC