APC 2015 Annual Report Download - page 326

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC324
ANNUAL SHAREHOLDERS’ MEETING
8DRAFT RESOLUTIONS
–provided, however, that the subscription or purchase price
on the date the option is granted may not be less than the
average trading price quoted during the twenty trading
sessions preceding the date of grant, provided, however,
that the purchase price, furthermore, shall not be less than
80% of the average purchase price of the shares owned by
the Company under and pursuant to Articles L.225-208 and
L.225-209 of the French Commercial Code,
–provided, however, that:
(i) the aggregate number of options granted under and
pursuant to this authorization and not yet exercised may
not give rise to a right to subscribe for, or purchase, a
number of shares greater than 0.5% of the share capital
on the date of this Shareholders’ Meeting, not taking
into consideration adjustments that might be made
to protect the rights of benefi ciaries or recipients in
accordance with law or regulations, as well as applicable
contractual provisions, and that within such limit of 0.5%
the grants to Company corporate offi cers shall not exceed
annually 0.03% of the share capital on the date of this
Shareholders’ Meeting (excluding adjustment),
(ii) the options shall have a term of between fi ve and 10
years, and
(iii) the total number of the options granted to corporate
offi cers of the c ompany and to members of Schneider
Electric’s Executive Committee in connection with annual
long-term incentive plans shall be subject to meeting
performance goals, and that 70% of the options granted
to the other benefi ciaries and recipients shall be subject to
meeting performance goals;
•this authorization shall automatically and ipse iure constitute an
express waiver in favor of the benefi ciaries and recipients of the
subscription options by the shareholders of their preferential
right to subscribe for and acquire the shares to be issued as the
options are exercised;
•hereby resolves to grant any and all authority to the board of
directors, within the limits set forth hereinabove, to implement
and give effect to this authorization and, in particular:
–to determine any and all terms and conditions of the
transactions, set the terms and conditions on which and
to whom the options shall be granted, and designate the
benefi ciaries and recipients of the options, as well as the
granted number to each one of them,
–set the length of validity of the options, the dates or periods for
exercising the options,
–to determine the terms and conditions on which the price
and number of shares to be acquired by subscription or
purchase may be adjusted to take into consideration fi nancial
transactions undertaken by the c ompany,
–to carry out, or cause to be carried out, any and all actions
and formalities to make fi nal the capital increase or increases
undertaken under and pursuant to this authorization, amend
the Articles of Association as a result thereof, and generally do
whatever may be necessary,
–all under and subject to the law and regulations applicable on
the date the options are granted.
The shareholders hereby take note that the board of directors,
under and pursuant to ArticleL.225-185 of the French Commercial
Code, shall set the terms and conditions for exercising the options
granted to the eligible offi cers of the c ompany.
The board of directors each year shall report at the Ordinary
General Meeting on transactions undertaken in connection with this
authorization.
This authorization shall remain valid for a maximum of 38months
from and after the date of this General Meeting.
It shall nullify and render void the authorization granted in the
Seventeenth Resolution approved at the General Meeting held on
April25, 2013, in respect of the amounts thereunder not used by
the board of directors.
TWENTY-FIRST RESOLUTION
(Authorization to the board of directors
to undertake capital increases reserved
to participants in a Company Investment Plan
up to a limit of 2% of the share capital,
without the shareholders’ pre-emptive
subscription rights)
The Shareholders’ Meeting, having fulfi lled the quorum and majority
requirements required for Extraordinary Meetings, having considered
the report of the board of directors and the special report of the
statutory auditors, pursuant to the provisions of ArticlesL.3332-1
et seq. of the French Labor Code and ArticlesL.225-129-2, L.225-
129-6, L. 225-138-1 and L. 228-92 of the French Commercial
Code and in accordance with the provisions of that code:
•delegates to the board of directors the authority, with the power
to subdelegate, for a period of twenty-six months from and after
the date of this Annual Shareholders’ Meeting to undertake
a capital increase on one or more occasions at its discretion
by issuing shares or securities carrying the right to acquire
shares of the Company, on the terms and conditions set forth
in Article L. 225- 180 of the French Code of Commerce and
L. 3344-1 of the French Labor c ode, reserved to participants in a
Company Investment Plan and French or non-French companies
affi liated with the Company in a maximum par value, or paid-
in capital, amount of 2% of the share capital on the date this
authorization is implemented and given effect, provided, however,
that (i) such limit shall be charged against the limits set forth in the
Fourteenth and Sixteenth Resolutions approved at the Annual
Shareholders’ Meeting of April21, 2015 and (ii) this authorization
may be used only from and after June30, 2016;
•hereby resolves to set a maximum discount to be offered in
connection with the Company Investment Plan at 20% of
an average of the trading price of the Company’s shares on
Euronext Paris during the twenty trading sessions preceding the
date of the decision of the board of directors or of its authorized
representative setting the date to begin taking subscriptions.
The Annual Shareholders’ Meeting, however, hereby resolves
expressly to authorize the board of directors to reduce the
above-described discount within applicable legal and regulatory
requirements, or not to grant one, in particular to take account
of the laws and regulations applicable in countries where such
offering may be implemented and given effect;
•hereby resolves that the characteristics of the other securities
carrying the right to acquire shares of the Company shall be
decided and determined by the board of directors on the terms
and conditions set by applicable law and regulations;
•hereby resolves to waive in favor of the participants in a Company
Investment Plan the shareholders’ pre-emptive right to subscribe
for and acquire the shares and securities carrying the right to
acquire shares to be issued under and pursuant to this Resolution;
•acknowledges that this authorization entails a waiver by law to
pre-emptive subscription rights to shares to which the securities
issued on the basis of this resolution may carry the right to
acquire;