APC 2015 Annual Report Download - page 324

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC322
ANNUAL SHAREHOLDERS’ MEETING
8DRAFT RESOLUTIONS
FIFTEENTH RESOLUTION
(Re-election of alternate auditor)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect as alternate
auditor of the company Ernst & Young , the company Auditex, for a
term of six fi nancial years, expiring at the close of the Shareholders’
Meeting to be held in 2022 to review the fi nancial statements for the
fi nancial year 2021.
SIXTEENTH RESOLUTION
(Re-election of s tatutory a uditor)
The Shareholders’ Meeting, acting in accordance with the
quorum and majority requirements for Ordinary Meetings, having
considered the board of directors’ report, hereby resolves to re-
elect the company Mazars as s tatutory a uditor for a term of six
fi nancial years, expiring at the close of the Shareholders’ Meeting to
be held in 2022 to review the fi nancial statements for the fi nancial
year 2021.
SEVENTEENTH RESOLUTION
(Re-election of alternate auditor)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having considered
the board of directors’ report, hereby resolves to re-elect as alternate
auditor of the company Mazars, Mr. Blanchetier, for a term of six
fi nancial years, expiring at the close of the Shareholders’ Meeting to
be held in 2022 to review the fi nancial statements for the fi nancial
year 2021.
EIGHTEENTH RESOLUTION
(Authority granted to the board of directors
to buy back Company shares – maximum
purchase price per share EUR90)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Ordinary Meetings, having heard the
board of directors’ report, hereby authorizes the board of directors,
pursuant to ArticleL.225-209 of the French Commercial Code and
of European Regulation no.2273/2003, dated December22, 2003,
to acquire or have acquired the Company’s shares for the purpose of:
•reducing the share capital within the maximum legal limit;
•meeting obligations relating to option plans or other plans involving
awards of shares to employees or offi cers of the company or an
associated company;
•meeting obligations arising under, or in connection with, debt
securities convertible into shares of the Company;
•undertaking (for exchange, payment or other purposes) external
growth transactions, mergers, spin-offs or contributions (up to a
limit of 5% of the share capital);
•stimulating the market for the Company’s shares under and
pursuant to a liquidity agreement consistent with the Autorité des
Marchés Financiers’ deontology charter; or
•implementing and carrying out any market practice that may be
recognized by law or the AMF.
The maximum number of shares that may be acquired under and
pursuant to this authority shall not exceed 10% of the aggregate
number of shares constituting the share capital on the date of
this Annual Shareholders’ Meeting (i.e., for indicative purposes,
58,873,447 shares on the basis of the share capital as of
December31, 2015).
The maximum share purchase price is set at EUR90 per share.
However, if all or some of the shares acquired pursuant to these
conditions are intended to grant stock options, pursuant to
articles L. 225-177 et seq. of the French Commercial Code,
the selling price of the shares in question will be determined in
accordance with the legal provisions governing stock purchase
options.
As a result of the aforesaid limits, the maximum aggregate amount
of share buy-backs shall not exceed EUR5,298,610,230.
The acquisition, sale, or transfer of such shares may be made
on one or more occasions by any means, in the market, on a
multilateral trading facility (MTF), via a systemic internalizer, or by
individual, person-to-person (over-the-counter) trade in compliance
with applicable law and regulations. Such means and methods shall
include acquisition or sale of blocks, use of any and all derivative
fi nancial instruments traded on a regulated exchange or directly
between individuals (over-the-counter) and the implementation of
option strategies (purchase and sale of put and call options and
any combination thereof, to the exclusion of sale of put options), in
compliance with applicable law and regulations.
These transactions may be carried out at any time, in accordance
with current regulations, except during public offerings on the
company’s share capital.
Shares acquired may also be canceled, subject to compliance with
the provisions of Articles L. 225-204 and L. 225-205 of the French
Commercial Code and in accordance with the twenty-second resolution
adopted by the Annual Shareholders’ Meeting of April21, 2015.
The board of directors may adjust the prices set forth above in the
event of the capitalization of reserves or earnings giving rise either
to an increase in the par value of the shares, or to the issuance
and free awards of shares, in the event of a division of the par
value of the shares (stock split) or amalgamation of shares (reverse
split), and, more generally, in the event of a transaction involving
shareholders’ equity, to account for the impact of the consequences
of such transactions on the value of the shares, such price then to
be adjusted by a multiplier coeffi cient equal to the ratio between
the number of shares constituting the share capital prior to the
transaction and such number following such transaction.
Any and all authority is hereby granted to the board of directors with
power to grant delegations of authority to implement and carry out
this resolution.
This authority shall be valid for a maximum of 18 months from the
date of this Annual Shareholders’ Meeting.