APC 2015 Annual Report Download - page 276

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC274
INFORMATION ON THE COMPANY AND ITS CAPITAL
7SHAREHOLDERS’ RIGHTS ANDOBLIGATIONS
number of the voting rights conferred by shares in the company.
However, if a shareholder also holds double voting rights directly or
indirectly and/or as proxy, the limit set may be exceeded taking into
consideration only the resulting additional voting rights, without the
total voting rights thereby held exceeding 15% of the total number
of the voting rights conferred by the shares in the company.
To apply these provisions:
•the total number of voting rights allowed are calculated as of the
date of the Annual Shareholders’ Meeting and announced to
the shareholders at the beginning of such Annual Shareholders’
Meeting;
•the number of voting rights held directly and indirectly are
understood to include those conferred by shares held personally
by a shareholder, those conferred by shares held by a legal
entity controlled by a shareholder as defi ned by articleL.233- 3
of the French Commercial Code, and those shares that are
assimilated to the shares owned, as defi ned by the provisions of
articlesL.233-7 et seq. of the Code;
•shareholders’ proxies returned to the company that do not
appoint a representative are subject to the above ceilings.
However, these ceilings do not apply to the Meeting Chairman
voting on behalf of such proxies.
The above ceilings will no longer apply, without it being necessary to
put the matter to the vote again by the Extraordinary Shareholders’
Meeting, if any individual or legal entity, acting alone or jointly with
one or other individuals or legal entities, acquires or increases its
stake to at least two-thirds of the company’s capital through a public
tender offer for all the company’s shares. The board of directors
takes note of this nullity and undertakes the formalities necessary to
amend the articles of association. The ceiling on voting rights was
approved by the Combined Annual and Extraordinary Shareholders’
Meeting of June27, 1995.
In accordance with articleL. 225-96, paragraph1 of the French
Commercial Code, any amendment tothe articles of association
must be approved by the Extraordinary Shareholders’ Meeting, by
a majority of at least two-thirds of the voting rights represented by
shareholders in attendance or participating by proxy.
2.3 Allocation of income (article22 of the articles of association)
Net income for the year less any losses brought forward from prior
years is appropriated in the following order:
•5% to the legal reserve (this appropriation is no longer required
once the legal reserve represents one-tenth of the capital,
provided that further appropriations are made in the case of a
capital increase);
•to discretionary reserves, if appropriate, and to retained earnings;
•to the payment of the balance in the form of a dividend.
The General Meeting may decide to offer shareholders the
opportunity to receive the dividend in cash or in the form of new
shares.
Dividends not claimed within fi ve years from the date of payment
are forfeited and paid to the government, in accordance with the
law.
2.4 Holding of shares (article7 paragraph1 of the articles of association)
Shareholders may elect to hold their shares in registered or bearer form. To establish proof of ownership, the shares must be recorded in the
shareholder’s account in accordance with the procedures and conditions defi ned by current legislation and regulations.
2.5 Disclosure thresholds (article7 paragraph2 of the articles of association)
The articlesof association stipulate that any individual or legal entity
that owns or controls (as these terms are defi ned in articleL.233- 9
of the French Commercial Code) directly or indirectly, shares or
voting rights representing at least 1% of the total number of shares
or voting rights outstanding, or a multiple thereof, is required
to disclose the total number of shares, voting rights and share
equivalents held directly, indirectly or in concert to the company
by registered letter with return receipt requested, within fi ve trading
days of the disclosure threshold being crossed. In addition, effective
November1, 2009 the shareholder must notify the company, in the
disclosure letter, of the number of existing shares it is entitled to
acquire by virtue of agreements or fi nancial instruments referred to
in pointb) of the third paragraph of articleL.233-7 of the French
Commercial Code and of the number of existing shares covered by
any agreement or fi nancial instrument referred to in pointc) of said
paragraph. Shareholders are also required to notify the Company
if the number of shares or voting rights held falls below one of the
thresholds defi ned above. In the case of failure to comply with
these disclosure obligations, the shares in excess of the disclosure
threshold will be stripped of voting rights at the request of one or
several shareholders owning at least 2.5% of the share capital,
subject to compliance with the relevant provisions of the law.
These provisions are from the Combined Annual and Extraordinary
Shareholders’ Meetings of June 27, 1995; May 5, 2000 and
April23, 2009.