APC 2014 Annual Report Download - page 330

8SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS
benefit to those from which the other employees of the Group and, as a general matter, enter into any agreement, in
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benefit; particular to ensure the due and proper completion of the
contemplated issuances, take any and all steps and carry
hereby take note that this authorization shall constitute
lout and complete any and all formalities useful in connection
automatically and by law an express waiver by the shareholders
with the issue, the listing and financial servicing of the equity
in favor of the holders of securities that might be issued and
securities issued under and pursuant to this authorization,
carrying the right to acquire shares of the Company of their
as well as the exercise of the rights attaching thereto, and,
pre-emptive right to subscribe for ordinary shares of the
more generally, do whatever may be necessary,
Company which such securities carry the right to acquire; resolves that this delegation shall nullify as of August1, 2015 the
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hereby resolves that the amount payable to the Company for all
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authorization given by the Shareholders’ Meeting of May6, 2014
shares issued, or liable to be issued, and pursuant to this in its Twenty-first Resolution for its amounts not used by the
resolution shall be set by the board of directors on the basis of board of directors.
the trading price of the Company’s shares on Euronext Paris; The authorization granted under and pursuant to this Resolution
the issue conditions shall be determined at the discretion of the shall be valid for eighteen months from and after this Shareholders’
board of directors on the basis either (i) of the first or last quoted Meeting.
trading price of the Company’s shares at the trading session on
the date of the decision by the board of directors or the
TWENTY-SECOND RESOLUTION
authorized representative thereof setting the issue conditions, or
(ii) of an average of the trading prices for the Company’s shares
(Authorization to the board of directors to
during the twenty trading sessions preceding the date of the
cancel shares of the Company bought back on
decision by the board of directors or the authorized
the terms and conditions approved at the
representative thereof setting the issue conditions under and
pursuant to this resolution or setting the issue price under and
Shareholders’ Meeting, if any, up to a maximum
pursuant to the Twentieth Resolution approved by the
of 10% of the share capital,)
Shareholders’ Meeting; the board of directors may set the issue
The Shareholders’ Meeting, acting in accordance with the quorum
price by applying a discount of a maximum of 20% of the
and majority requirements applicable to extraordinary meetings,
trading price of the Company’s shares determined in
having heard the board of directors’ report and the Statutory
accordance with either of the two methods set forth in clauses (i)
Auditors’ special report, hereby authorizes the board of directors,
and (ii) of this paragraph, the percentage of such discount
as provided in articleL.225-209 of the French Commercial Code,
applied to the trading price of the Company’s shares to be
to cancel the Company’s own shares acquired under and pursuant
determined by the board of directors taking into consideration,
to authorizations granted by the Shareholders’ Meeting in
among other things, legal, tax, and regulatory provisions of
accordance with articleL.225-209 of the French Commercial
foreign law applicable, as the case may be, to the persons
Code, under the following terms and conditions:
benefiting from the issue;
hereby resolves that the board of directors shall have full
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the board of directors shall be, and hereby is, authorized to
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authority, on the terms and conditions provided by law and cancel at its discretion, on one or more occasions over a
within the limits set forth hereinabove, to implement and give 24-month period from and after this Shareholders’ Meeting, all
effect to this authorization and determine the list of the or a portion of the shares acquired under and pursuant to the
beneficiaries and recipients within the classes described in this authorizations to buy back the Company’s own shares up to a
resolution and the number of shares or equity securities to be limit of 10% of the share capital and to make corresponding
offered to each thereof, provided, however, that the board of reductions in the share capital in the amount thereof;
directors may decide that the capital increase shall be the difference between the purchase price of the cancelled
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completed for the amounts subscribed, on the condition that a shares and the nominal, or paid-in capital, value thereof shall be
minimum of 75% of the shares or other securities providing charged against the issue premiums thereof and, if necessary,
access to capital offered have been subscribed, as well as, against the legal reserve up to an amount equal to 10% of the
among other things: cancelled share capital;
determine the characteristics of the securities to be issued,
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the board of directors shall, and hereby does, have any and all
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decide on the issue price, dates, time periods, terms and
necessary authority, with the power to grant subdelegations of
conditions of subscribing to them, paying the paid-in capital,
authority, to set the terms and conditions of such cancellation(s),
or nominal amount, delivery and effectiveness of the shares
to carry out and undertake any and all actions, formalities,
and equity securities, within applicable limits of law and
statements and declarations for the purpose of cancelling the
regulations,
shares and making the capital reductions final and amending the
record and determine the capital increase, undertake the
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Company’s by-laws accordingly.
issuance of the shares and other securities carrying the right
This authorization shall be valid for 24months from and after this
to acquire shares, amend the Articles of Association
Shareholders’ Meeting.
accordingly,
328 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC