APC 2015 Annual Report Download - page 327

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 325
ANNUAL SHAREHOLDERS’ MEETING
8
DRAFT RESOLUTIONS
•decides that this authorization cancels, effective June30, 2016,
the authorization given by the Annual Shareholders’ Meeting of
April21, 2015 in its Twentieth Resolution, for its amounts unused
by the board of directors;
•the shareholders hereby take note that the board of directors
has all authority, with the power to subdelegate authority, to
undertake the transactions set forth in this resolution and to
record and complete the capital increases resulting therefrom.
TWENTY-SECOND RESOLUTION
(Authorization to the board of directors
to undertake capital increases reserved
to a category of beneficiaries: in favor of
employees of foreign companies of the
Group, either directly, or via entities acting
on behalf thereof to offer to employees of
foreign companies of the Group benefits
comparable to those offered to participants in
the Company Investment Plan up to a limit of
1% of the share capital, without shareholders’
preferential subscription rights)
The Shareholders’ Meeting, acting in accordance with the quorum
and majority requirements for Extraordinary Shareholder Meetings,
having heard the board of directors’ report and the s tatutory
a uditors’ special report, and in accordance with Articles L. 225-
129-1, L.225-138 et L.228-92 et seq. of the French Commercial
Code:
•delegates to the board of directors the authority, with the power
to grant subdelegations of authority, necessary to undertake
increases in the share capital on one or more occasions, at
the times and in the proportions it deems appropriate up to
a maximum of 1% of the share capital on the date of this
Shareholders’ Meeting, by issuing shares or securities providing
access to the capital of the c ompany, having the same rights as
previously issued shares, such issue to be reserved to persons
meeting the characteristics of the class defi ned below, provided,
however that (i) the 1% limit set forth above shall be charged
against the 2% limit set forth in the Twenty-fi rst Resolution of this
Annual Shareholders’ Meeting, but, which on the other hand is
separate and apart from the limits set forth in the Fourteenth and
Sixteenth Resolutions approved at the Annual Shareholders’
Meeting on April21, 2015, (ii) this authorization may be used only
from and after August1, 2016;
•hereby resolves to waive the shareholders’ preferential right to
subscribe for and acquire the shares or other securities carrying
the right to acquire shares issued under and pursuant to this
Resolution and to reserve the right to subscribe therefore to one
and/or another class of benefi ciaries or recipients having the
following characteristics: (i) employees and offi cers of companies
of Schneider Electric Group affi liated with the Company on
the terms and conditions set forth in ArticleL.225-180 of the
French Commercial Code and Article L. 3344-1 of the French
Labor Code and the registered offi ce of which is located
outside France; (ii) and/or OPCVM mutual investment funds
or other entities, with or without legal personality, of employee
shareholders invested in equity securities of the Company the
unitholders or shareholders which consist of persons described
in (i) of this paragraph; (iii) and/or any banking institution or affi liate
or subsidiary of such institution acting at the Company’s request
for purposes of implementing and giving effect to a shareholder
incentive or investment or savings plan for the benefi t of the
persons described in (i) of this paragraph, to the extent that
subscription of the person authorized in accordance with this
Resolution would make it possible for employees of subsidiaries
located outside France to benefi t from and take advantage of
forms of shareholder incentive or investment or savings plans
equivalent in terms of economic benefi t to those from which the
other employees of the Group benefi t;
•hereby takes note that this authorization shall constitute
automatically and by law an express waiver by the shareholders
in favor of the holders of securities that might be issued and
carrying the right to acquire shares of the Company of their pre-
emptive right to subscribe for ordinary shares of the Company
which such securities carry the right to acquire;
•hereby resolves that the amount payable to the Company for
all shares issued, or liable to be issued, and pursuant to this
resolution shall be set by the board of directors on the basis of
the trading price of the Company’s shares on Euronext Paris;
the issue conditions shall be determined at the discretion of the
board of directors on the basis either (i) of the fi rst or last quoted
trading price of the Company’s shares at the trading session on
the date of the decision by the board of directors or the authorized
representative thereof setting the issue conditions, or (ii) of an
average of the trading prices for the Company’s shares during
the twenty trading sessions preceding the date of the decision
by the board of directors or the authorized representative thereof
setting the issue conditions under and pursuant to this resolution
or setting the issue price under and pursuant to the Twenty-
fi rst Resolution approved by the Annual Shareholders’ Meeting;
the board of directors may set the issue price by applying
a discount of a maximum of 20% of the trading price of the
Company’s shares determined in accordance with either of the
two methods set forth in clauses (i) and (ii) of this paragraph, and/
or by applying a discount of a maximum of 25% of the trading
price of the Company’s shares determined in accordance with
the same methods, provided that the lock-up period set forth
by the plan is equal to at least seven years; the percentage of
such discount applied to the trading price of the Company’s
shares to be determined by the board of directors taking into
consideration, among other things, legal, tax, and regulatory
provisions of foreign law applicable, as the case may be, to the
persons benefi ting from the issue;
•hereby resolves that the board of directors shall have full
authority, on the terms and conditions provided by law and within
the limits set forth hereinabove, to implement and give effect
to this authorization and determine the list of the benefi ciaries
and recipients within the classes described in this resolution
and the number of shares or equity securities to be offered to
each thereof, provided, however, that the board of directors
may decide that the capital increase shall be completed for the
amounts subscribed, on the condition that a minimum of 75% of
the shares or other securities providing access to capital offered
have been subscribed, as well as, among other things:
–to determine the characteristics of the securities to be issued,
to decide on the issue price, dates, time periods, terms and
conditions of subscribing therefore, paying the paid-in capital,
or nominal amount thereof, delivery and effectiveness of the
shares and equity securities, the lock-up and early release
period, within applicable limits of law and regulations,
–to record and determine the capital increase, to undertake
the issuance of the shares and other securities carrying the
right to acquire shares, to amend the Articles of Association
accordingly,