APC 2014 Annual Report Download - page 329

SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
TWENTIETH RESOLUTION
to undertake the transactions set forth in this resolution and to
record and complete the capital increases resulting therefrom.
(Authorization to the board of directors to
undertake capital increases reserved to
TWENTY-FIRST RESOLUTION
participants in a Company Investment Plan up to
a limit of 2% of the share capital, without (Authorization to the board of directors to
shareholders’ preferential subscription rights) undertake capital increases reserved to a class
of beneficiaries or recipients: in favor of
The Shareholders’ Meeting, having fulfilled the quorum and
employees of foreign companies of the Group,
majority requirements required for Extraordinary Meetings, having
either directly, or via entities acting on behalf
considered the report of the board of directors and the special
thereof to offer to employees of foreign
report of the statutory auditors, pursuant to the provisions of
articles L.3332-1 and following of the French Labor Code and
companies of the Group benefits comparable to
articles L.225-129-2, L.225-129-6, L.225-138-1 and L.228-92 of
those offered to participants in the Company
the French Commercial Code and in accordance with the
Investment Plan up to a limit of 1% of the share
provisions of that Code:
capital, without the shareholders’ preferential
delegates to the board of directors the authority, with the power
lsubscription rights)
to sub-delegate, for a period of twenty-sixmonths from and The Shareholders’ Meeting, acting in accordance with the quorum
after the date of this Shareholders’ Meeting to undertake a and majority requirements for extraordinary shareholder meetings,
capital increase on one or more occasions at its discretion by having heard the board of directors’ report and the Statutory
issuing shares or securities carrying the right to acquire shares Auditors' special report, and in accordance with articles
of the Company, on the terms and conditions set forth in L.225-129-1, L.225-138 et L.228-92 et seq. of the French
articleL.225-180 of the Code of Commerce and L.3344-1 of the Commercial Code:
Labor Code, reserved to participants in a Company Investment
Plan and French or non-French companies affiliated with the delegates to the board of directors the authority, with the power
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Company in a maximum par value, or paid-in capital, amount of to grant sub-delegations of authority, necessary to undertake
2% of the share capital on the date this authorization is increases in the share capital on one or more occasions, at the
implemented and given effect, provided, however, that (i) such times and in the proportions it deems appropriate up to a
limit shall be charged against the limits set forth in the maximum of 1% of the share capital on the date of this
Fourteenth and Sixteenth Resolutions approved at the Shareholders’ Meeting, by issuing shares or securities providing
Shareholders’ Meeting of May6, 2014 and (ii) this authorization access to the capital of the Company, having the same rights as
may be used only from and after June24, 2015; previously issued shares, such issue to be reserved to persons
hereby resolve to set a maximum discount to be offered in
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meeting the characteristics of the class defined below, provided,
connection with the Company Investment Plan at 20% of an however that (i) the 1% limit set forth above shall be charged
average of the trading price of the Company’s shares on against the 2% limit set forth in the Twentieth Resolution of this
Euronext Paris during the twenty trading sessions preceding the Shareholders’ Meeting, but, which on the other hand is separate
date of the decision of the board of directors or of its authorized and apart from the limits set forth in the Fourteenth and
representative setting the date to begin taking subscriptions. Sixteenth Resolutions approved at the Shareholders’ Meeting, (ii)
The Shareholders’ Meeting, however, hereby resolve expressly this authorization may be used only from and after August1,
to authorize the board of directors to reduce the 2015;
above-described discount within applicable legal and regulatory hereby resolve to waive the shareholders’ preferential right to
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requirements, or not to grant one, in particular to take account subscribe for and acquire the shares or other securities carrying
of the laws and regulations applicable in countries where such the right to acquire shares issued under and pursuant to this
offering may be implemented and given effect; Resolution and to reserve the right to subscribe therefore to one
hereby resolve that the characteristics of the other securities
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and/or another class of beneficiaries or recipients having the
carrying the right to acquire shares of the Company shall be following characteristics: (i) employees and officers of
decided and determined by the board of directors on the terms companies of Schneider Electric Group affiliated with the
and conditions set by applicable law and regulations; Company on the terms and conditions set forth in
articleL.225-180 of the French commercial and articleL.3344-1
hereby resolve to waive in favor of the participants in a Company
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of the French Labor Code and the registered office of which is
Investment Plan the shareholders’ preferential subscription located outside France; (ii) and/or OPCVM mutual investment
rights to subscribe for and acquire the shares and securities funds or other entities, with or without legal personality, of
carrying the right to acquire shares to be issued pursuant to this employee shareholders invested in equity securities of the
Resolution; Company the unitholders or shareholders of which consist of
acknowledges that this authorization entails a waiver by law to
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persons described in (i) of this paragraph; (iii) and/or any banking
preferential subscription rights to shares to which the securities institution or affiliate or subsidiary of such institution acting at the
issued on the basis of this resolution may carry the right to Company’s request for purposes of implementing and giving
acquire; effect to a shareholder incentive or investment or savings plan
decides that this authorization cancels, effective June24, 2015,
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for the benefit of the persons described in (i) of this paragraph,
the authorization given by the Shareholders’ Meeting of May6, to the extent that subscription of the person authorized in
2014 in its Twentieth Resolution, for its amounts unused by the accordance with this Resolution would make it possible for
board of directors; employees of subsidiaries located outside France to benefit from
and take advantage of forms of shareholder incentive or
the Shareholders hereby take note that the board of directors
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investment or savings plans equivalent in terms of economic
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has all authority, with the authority to subdelegate of authority,
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC