Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
2. Shareholders’ rights<br />
and obligations<br />
The procedures for calling and holding General Meetings are<br />
governed by French law.<br />
The meetings are held at the head offi ce or any other address<br />
provided in the call to meeting. When the decision is made to call<br />
a General Meeting, the Management Board may decide to make<br />
all or part of the meeting available for public viewing via video<br />
conferencing or remote transmission.<br />
All shareholders may attend personally or be represented at General<br />
Meetings after providing proof of their identity and share ownership<br />
in accordance with the applicable law and regulations.<br />
When the decision is made to call a General Meeting, the<br />
Management Board may also decide to allow shareholders to<br />
participate or vote using videoconferencing facilities and/or any<br />
other telecommunication medium allowed under the applicable<br />
legislation.<br />
Remote voting procedures are governed by the applicable laws<br />
and regulations. In particular, shareholders may send proxy and<br />
postal voting forms before General Meetings either on paper or,<br />
if approved by the Management Board and stated in the Meeting<br />
announcement and/or notice, electronically.<br />
When the decision is made to call a General Meeting, the<br />
Management Board may authorise shareholders to fi ll out and<br />
sign these forms electronically through a secure site set up by<br />
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA<br />
SHAREHOLDERS’ RIGHTS AND OBLIGATIONS<br />
Annual Shareholders’ Meetings (article 23 of the articles of association)**<br />
Voting rights**<br />
1 – Double voting rights (article 24 of the<br />
articles of association)<br />
Voting rights attached to shares are proportionate to the equity in<br />
the capital they represent, assuming that they all have the same<br />
par value. Each share carries one voting right, unless there are<br />
any unavoidable legal restrictions on the number of voting rights<br />
that may be held by any single shareholder. Notwithstanding the<br />
foregoing, double voting rights are attributed to fully paid-up shares<br />
registered in the name of the same holder for at least two years<br />
prior to the end of the calendar year preceding the one in which<br />
the General Meeting takes place, subject to compliance with the<br />
provisions of the law. In the case of a bonus share issue paid up<br />
by capitalising reserves, earnings or additional paid-in capital, each<br />
the General Meeting organiser using a process that complies with<br />
article 1316-4, paragraph 2, line 1 of the French Civil Code, for<br />
example by entering an ID and a password.<br />
Proxies or votes submitted electronically before the General<br />
Meeting, as well as the related acknowledgements of receipt,<br />
will be considered irrevocable and binding documents. However,<br />
in the event that shares are sold before the applicable record<br />
date (i.e. midnight CET three days before the Meeting date), the<br />
Company will cancel or amend, as appropriate, any related proxies<br />
or votes submitted electronically before the General Meeting.<br />
The Chairman of the Supervisory Board chairs the General Meetings.<br />
In his absence, he is replaced by the Vice Chairman or by another<br />
member of the Supervisory Board specifi cally designated for this<br />
purpose by the Supervisory Board. In the event that no Chairman<br />
has been selected, the General Meeting elects its Chairman.<br />
The two shareholders with the largest number of voting rights<br />
present at the meeting or accepting the mission serve as scrutineers.<br />
The meeting committee selects the secretary, who may or may not<br />
be a shareholder.<br />
An attendance sheet is fi lled out in accordance with French law.<br />
Copies or extracts of the Meeting’s minutes are certifi ed either by<br />
the Chairman or Vice Chairman of the Supervisory Board, a member<br />
of the Management Board or the General Meeting secretary.<br />
bonus share allotted in respect of shares carrying double voting<br />
rights will also have double voting rights.<br />
The shares are stripped of their double voting rights if they are<br />
converted into bearer shares or transferred to another person,<br />
except in the case of an inheritance or family gift, with the transfer<br />
from one registered holder to another.<br />
Double voting rights may also be stripped by a decision of the<br />
Extraordinary Shareholders’ Meeting, ratifi ed by a special meeting<br />
of shareholders benefi ting from double voting rights.<br />
The minimum holding period to qualify for double voting rights was<br />
reduced from four to two years by decision of the combined Annual<br />
and Extraordinary Shareholders’ Meeting of June 27, 1995.<br />
2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
241<br />
7