2010Annual Report - Schneider Electric CZ, s.r.o.

2. Shareholders’ rights
and obligations
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
SHAREHOLDERS’ RIGHTS AND OBLIGATIONS
Annual Shareholders’ Meetings (Article 23 of the articles of association)**
The procedures for calling and holding General Meetings are
governed by French law.
The meetings are held at the head offi ce or any other address
provided in the call to meeting. When the decision is made to call a
General Meeting, the Management Board may decide to make all or
part of the meeting available for public viewing via videoconference
or teletransmission.
All shareholders may attend personally or be represented at General
Meetings after providing proof of their identity and share ownership
in accordance with the applicable law and regulations.
When the decision is made to call a General Meeting, the
Management Board may also decide to allow shareholders to
participate or vote using videoconferencing facilities and/or any other
telecommunication medium allowed under the applicable legislation.
Remote voting procedures are governed by the applicable laws and
regulations. In particular, shareholders may send proxy and postal
voting forms before General Meetings either on paper or, if approved
by the Management Board and stated in the Meeting announcement
and/or notice, electronically.
When the decision is made to call a General Meeting, the
Management Board may authorise shareholders to fi ll out and sign
these forms electronically through a secure site set up by the General
Meeting organiser using a process that complies with Article 1316-4,
paragraph 2, line 1 of the French Civil Code, for example by entering
an ID and a password.
Voting rights**
1 – Double voting rights (Article 24 of the
articles of association)
Voting rights attached to shares are proportionate to the equity in
the capital they represent, assuming that they all have the same
par value. Each share carries one voting right, unless there are any
unavoidable legal restrictions on the number of voting rights that may
be held by any single shareholder. Notwithstanding the foregoing,
double voting rights are attributed to fully paid-up shares registered
in the name of the same holder for at least two years prior to the
end of the calendar year preceding the one in which the General
Meeting takes place, subject to compliance with the provisions of
the law. In the case of a bonus share issue paid up by capitalising
reserves, earnings or additional paid-in capital, each bonus share
allotted in respect of shares carrying double voting rights will also
have double voting rights.
Proxies or votes submitted electronically before the General
Meeting, as well as the related acknowledgements of receipt, will
be considered irrevocable and binding documents. However, in the
event that shares are sold before the applicable record date (i.e.
midnight CET three days before the Meeting date), the Company
will cancel or amend, as appropriate, any related proxies or votes
submitted electronically before the General Meeting.
The Chairman of the Supervisory Board chairs the General Meetings.
In his absence, he is replaced by the Vice Chairman or by another
member of the Supervisory Board specifi cally designated for this
purpose by the Supervisory Board. In the event that no Chairman
has been selected, the General Meeting elects its Chairman.
The two shareholders with the largest number of voting rights present
at the meeting or accepting the mission serve as scrutineers.
The meeting committee selects the secretary, who may or may not
be a shareholder.
An attendance sheet is fi lled out in accordance with French law.
Copies or extracts of the Meeting’s minutes are certifi ed either by the
Chairman or Vice Chairman of the Supervisory Board, a member of
the Management Board or the General Meeting secretary.
The shares are stripped of their double voting rights if they are
converted into bearer shares or transferred to another person, except
in the case of an inheritance or family gift, with the transfer from one
registered holder to another.
Double voting rights may also be stripped by a decision of the
Extraordinary Shareholders’ Meeting, ratifi ed by a special meeting
of shareholders benefi ting from double voting rights.
The minimum holding period to qualify for double voting rights was
reduced from four to two years by decision of the combined Annual
and Extraordinary Shareholders’ Meeting of June 27, 1995.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 245
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