APC 2015 Annual Report Download - page 325

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 323
ANNUAL SHAREHOLDERS’ MEETING
8
DRAFT RESOLUTIONS
NINETEENTH RESOLUTION
(Authorization to the board of directors
to make grants of free shares (on the basis
of existing shares or shares to be issued)
to corporate officers and employees of the
Company or of companies affiliated therewith,
subject to performance conditions, as the
case may be, up to a limit of 2% of the share
capital, without the shareholders’ pre-emptive
subscription right)
The Shareholders’ Meeting, acting on the basis of the quorum
and majority requirements applicable to Extraordinary Meetings,
having heard the report of the board of directors and the Special
report of the statutory auditors and acting in accordance with
ArticlesL.225-197-1 et seq. of the French Commercial Code:
•hereby resolves to authorize the board of directors to make
grants, on one or more occasions, to members of the staff or
certain categories thereof that it shall determine from among the
employees of the Company or of companies affi liated therewith
for purposes of ArticleL.225-197-2, as well as to offi cers who
meet the conditions set forth in ArticleL.225-197-1 of the French
Commercial Code, of free existing shares or shares to be issued
of the Company;
•hereby resolves that the board of directors shall determine who
is to benefi t from the grants, the number of shares for each
recipient as well as the terms and conditions thereof and the
performance criteria, if any, to which all or part of the shares
granted under and pursuant to annual long-term incentive plans
shall be subject, provided, however, i) that 100% of the shares
granted to offi cers of the Company and to members of Schneider
Electric’s Executive Committee under and pursuant to long-term
incentive plans shall be subject to meeting performance goals,
and 70% of the shares granted to the other benefi ciaries, in such
connection, shall be subject to meeting performance goals, and
ii) that the performance goals shall be assessed over a period of
at least three years;
•hereby resolves that the aggregate number of shares granted
shall not amount to more than 2% of the Company’s share capital
on the date on which this Shareholders’ Meeting is beingheld;
•hereby resolves that the shares granted annually to corporate
offi cers of the Company under and pursuant to this authorization
shall not account for a percentage greater than 0.03% of the
Company’s share capital on the date on which this General
Meeting is being held;
•hereby resolves that the grants of shares to the benefi ciaries
or recipients thereof shall be fi nal, subject to the terms and
conditions and meeting the performance goals established by
the board of directors, as the case may be, at the end of a vesting
period set by the board of directors. The board of directors shall
have the right to set the vesting and lock-up or holding periods in
accordance with ArticleL.225-197-1 of the French Commercial
Code and to provide for a minimum vesting or holding period of
three years for all or a portion of the shares, provided that the
vesting period of the shares granted under and pursuant to the
long term incentive plan, cannot be shorter than three years;
•hereby resolves, as an exception to the foregoing paragraph,
that fi nal effectiveness of grants of shares and the right to sell
or transfer them freely shall vest, however, in a benefi ciary or
recipient thereof, if he or she should become subject to any of the
cases of disability set forth in ArticleL.225-197-1 of the French
Commercial Code;
•hereby resolves to authorize the board of directors to make
adjustments, as the case may be, during the vesting period to
the number of shares in connection with possible transactions
involving the Company’s share capital, so as to protect and
preserve the rights of the benefi ciaries and recipients;
•hereby take note that this authorization shall constitute
automatically and ipso j ure an express waiver by the shareholders
in favor of the benefi ciaries and recipients of free shares of their
preferential right to subscribe for and acquire the shares to be
issued that are awarded on a free basis. The capital increase
corresponding thereto shall be fully and fi nally completed solely
as a result of the fi nal and effective grant of the shares to the
benefi ciaries ;
•hereby resolves to set at 38 months from and after this General
Meeting the period of validity of this authorization, which shall
nullify and render void the authorization granted in the Sixteenth
Resolution at the General Meeting held on April 25, 2013, in
respect of the amounts thereof not used by the board of directors.
The Shareholders’ Meeting hereby resolves to grant any and
all authority to the board of directors, with the right to grant
subdelegations of authority within the limits provided by law, to
implement and give effect to this authorization, undertake and
perform any actions, formalities, and statements or declarations,
make any adjustments, as the case may be, to any transactions
involving the Company’s share capital, record the increase or
increases in share capital completed pursuant to this authorization,
amend the Articles of Association as a result thereof, and generally
do whatever may be necessary.
The shareholders hereby take due note that the board of directors
shall set the terms and conditions of lock-up and holding period
applicable to shares granted to eligible corporate offi cers, in
accordance with ArticleL.225-197-1 II of the French Commercial
Code.
TWENTIETH RESOLUTION
(Authorization to the board of directors
to grant to officers and employees
of the Company or of companies affiliated
therewith options to subscribe for or to
purchase shares up to a limit of 0.5% of the
share capital, without the shareholders’
preferential subscription right)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements applicable to extraordinary meetings,
having heard the report of the management board and the Special
report of the statutory auditors:
•hereby resolves to authorize the board of directors to grant, on
the terms and conditions set forth in ArticleL.225-177 et seq.
of the French Commercial Code, on one or more occasions, to
persons it may designate from among the members of the staff
and offi cers of the Company and the companies or groupings
affi liated therewith, on the terms and conditions set forth in
Article L. 225-180 and L. 225-209 of the French Commercial
Code, options carrying the right to subscribe for new shares
of Schneider Electric SE or to purchase existing shares of the
Company acquired by Schneider Electric SE on the terms and
conditions provided by law:
5.2 Extraordinary Meeting