APC 2015 Annual Report Download - page 275

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 273
INFORMATION ON THE COMPANY AND ITS CAPITAL
7
SHAREHOLDERS’ RIGHTS ANDOBLIGATIONS
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2. Shareholders’ rights
andobligations
2.1 General Meetings (article19 of the articles of association)
This section is included in the Chairman’s report to the board of directors.
Annual Shareholders’ Meetings are called and run in conformity
with the conditions prescribed by law.
The meetings are held at the head offi ce or any other address
provided in the call to meeting. The board may decide, when each
meeting is called, to organize the public transmission of all or part
of the meeting by videoconference and/or using teletransmission
techniques.
All shareholders may attend meetings, in person or by proxy, after
providing proof of identity and share ownership in accordance with
applicable laws and regulations.
When the decision is made to call an Annual Shareholders’ Meeting,
the board of directors may also decide to allow shareholders
to participate or vote at Annual Shareholders’ Meetings using
videoconferencing facilities and/or any other telecommunication
medium allowed under applicable legislation.
Remote voting procedures are governed by the applicable laws and
regulations. In particular, shareholders may send proxy and mail
ballot forms before Annual Shareholders’ Meetings either in paper
form or, if approved by the board of directors and stated in the
Meeting Announcement and/or Notice, electronically.
When the decision is made to call an Annual Shareholders’ Meeting,
the board of directors may authorize shareholders to fi ll out and sign
these forms electronically through a secure site set up by the Annual
Shareholders’ Meeting organizer using a process that complies with
applicable laws and regulations (paragraph2 of article1316-4 of
the French Civil Code) and consisting of a username and password.
Proxies or votes so submitted electronically before the Annual
Shareholders’ Meeting, as well as the related acknowledgments
of receipt, will be considered irrevocable and binding documents.
However, in the event that shares are sold before the applicable
record date (midnight Paris time two business days before the
meeting date), the Company will cancel or amend, as appropriate,
any related proxy or electronic votes submitted before the Annual
Shareholders’ Meeting.
Meetings shall be chaired by the Chairman of the board of directors
or in his absence by the Vice-Chairman, or in his absence by a
member of the board of directors specially appointed for that
purpose by the board of directors. In the event that no Chairman
has been selected, the Annual Shareholders’ Meeting elects its
Chairman.
The two shareholders present who hold the largest number of votes
and who accept shall act as scrutineers.
The board appoints a secretary, who is not required to be a
shareholder.
As required by law, a register of attendance is kept.
Copies or extracts of the meeting’s minutes are certifi ed either by
the Chairman or Vice-Chairman of the board of directors, or the
Annual Shareholders’ Meeting’s secretary.
2.2 Voting rights
This section is included in the Chairman’s report to the board of directors.
1 – Double voting rights (article20
ofthearticles of association)
Voting rights attached to shares are proportionate to the equity in
the capital they represent, assuming that they all have the same
nominal value. Each capital share or dividend share confers the
right to one vote except where compulsory legal provisions limit
the number of votes a shareholder may have. Notwithstanding the
foregoing, double voting rights are attributed to fully paid-up shares
registered in the name of the same holder for at least two years
prior to the end of the calendar year preceding the one in which the
Annual Shareholders’ Meeting takes place, subject to compliance
with the provisions of the law. In the case of a bonus share issue
paid up by capitalizing reserves, earnings or additional issue
premiums, each bonus share allotted in respect of shares carrying
double voting rights will also have double voting rights.
The shares are stripped of their double voting rights if they are
converted into bearer shares or transferred, except in the case
of the transfer from one registered holder to another as part of an
inheritance or family gift.
Double voting rights may also be stripped by a decision of the
Extraordinary Annual Shareholders’ Meeting after ratifi cation by a
Special Annual Shareholders’ Meeting of benefi ciaries benefi ting
from double voting rights.
The minimum holding period to qualify for double voting rights was
reduced from four to two years by decision of the Combined Annual
and Extraordinary Shareholders’ Meeting of June27, 1995.
2 – Ceiling on voting rights (article20
ofthearticles of association)
At the Annual Shareholders’ Meeting, no shareholder may exercise,
either in person or through a proxy, by virtue of single voting rights
conferred by the shares they hold directly and indirectly and by virtue
of the proxy votes entrusted to them, more than 10% of the total