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

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7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA SHAREHOLDERS’ RIGHTS AND OBLIGATIONS 246 2 – Ceiling on voting rights (Article 24 of the articles of association) At the Annual Meeting, no shareholder may exercise more than 10% of the total voting rights attached to the Company’s shares. The 10% ceiling is calculated on the basis of the single voting rights held directly and proxies held by the shareholder concerned. If the shareholder holds or represents shares carrying double voting rights, the limit may be raised to 15%, provided that the 10% ceiling is exceeded solely by virtue of the double voting rights. To apply these provisions: • the total number of voting rights is calculated on the date of the Meeting and announced to shareholders when the Meeting is called to order; • the number of voting rights held directly and indirectly include those attached to shares owned by a shareholder personally, those attached to shares held by a legal entity over which the shareholder exercises control, as defi ned in article L. 233-3 of the French Commercial Code, and those attached to shares assimilated to shares owned, as defi ned by article L. 233-7 et seq. of the French Commercial Code; • proxies returned to the Company that do not appoint a representative are subject to the above ceilings. However, these ceilings do not apply to the Meeting Chairman voting on behalf of such proxies. The above ceilings will no longer apply, without it being necessary to put the matter to the vote at a further Annual and Extraordinary Meeting, if any individual or legal entity, acting alone or jointly with one or other individuals or legal entities, acquires or increases its stake to at least two-thirds of the Company’s capital through a public tender offer for all the Company’s shares. In this case, the Management Board will place on record the lifting of the above ceilings and will amend the articles of association accordingly. The ceiling on voting rights was approved by the combined Annual and Extraordinary Shareholders’ Meeting of June 27, 1995. In accordance with article L. 225-96, paragraph 1 of the French Commercial Code, any amendment to the articles of association must be approved by shareholders in Extraordinary Meeting, by a majority of at least two-thirds of the voting rights represented by shareholders in attendance or participating by proxy. Income appropriation (Article 26 of the articles of association) Net income for the year less any losses brought forward from prior years is appropriated in the following order: • 5% to the legal reserve (this appropriation is no longer required once the legal reserve represents one tenth of the capital, provided that further appropriations are made in the case of a capital increase); • to discretionary reserves, if appropriate, and to retained earnings; • to the payment of a dividend. The Annual Meeting may decide to offer shareholders the opportunity to receive the dividend in cash or in the form of new shares of common stock. Dividends not claimed within fi ve years from the date of payment become time-barred and are paid over to the State in accordance with the law. Types of shares (Article 7 paragraph 1 of the articles of association) Shareholders may elect to hold their shares in registered or bearer form. To establish proof of ownership, the shares must be recorded in the shareholder’s account in accordance with the procedures and conditions defi ned by current legislation and regulations. Disclosure thresholds (Article 7 paragraph 2 of the articles of association) The articles of association stipulate that any individual or legal entity that owns or controls (as these terms are defi ned in article L. 233- 9 of the French Commercial Code) directly or indirectly, shares or voting rights representing at least 1% of the total number of shares or voting rights outstanding, or a multiple thereof, is required to disclose the total number of shares, voting rights and share equivalents held directly, indirectly or in concert to the Company by registered letter with return receipt requested, within fi ve trading days of the disclosure threshold being crossed. In addition, effective November 1, 2009 the shareholder must notify the Company, in the disclosure letter, of the number of existing shares it is entitled to acquire by virtue of agreements or fi nancial instruments referred to in point b) of the third 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC paragraph of article L. 233-7 of the French Commercial Code and of the number of existing shares covered by any agreement or fi nancial instrument referred to in point c) of said paragraph. Shareholders are also required to notify the Company if the number of shares or voting rights held falls below one of the thresholds defi ned above. In the case of failure to comply with these disclosure obligations, the shares in excess of the disclosure threshold will be stripped of voting rights at the request of one or several shareholders owning at least 2.5% of the Company’s capital, subject to compliance with the relevant provisions of the law. These disclosure thresholds were approved by the combined Annual and Extraordinary Shareholders’ Meetings of June 27, 1995, May 5, 2000 and April 23, 2009.
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA CAPITAL Identifiable holders of bearer shares (Article 7 paragraph 3 of the articles of association) As approved by the combined Annual and Extraordinary Shareholders’ Meetings of June 30, 1988 and May 5, 2000, the Company may at any time request that Euroclear identify holders of bearer shares carrying voting rights either immediately or in the future. Sale of shares (Article 8 of the articles of association) The Company’s shares are transferable and negotiable. > 3. Capital Share capital and voting rights The Company’s share capital at December 31, 2010 amounted to EUR2,175,672,728, represented by 271,959,091 shares with a par Potential capital At 31 December, 2010, stock options granted under: • stock option plans 21-28 represented 3,600,272 shares; • plans 29-33 represented another 1,830,863 shares corresponding to options to either subscribe new shares or purchase existing shares. The type of options (options to subscribe new shares or purchase existing shares) will be determined at a later date by the Management Board; value of EUR8, all fully paid up. At December 31, 2010, 287,955,220 voting rights were attached to the 271,959,091 outstanding shares. • stock grants made or to be made under plans 4-11 concerned 1,830,604 shares. The type of stock grants (exercisable for existing or new shares) will be determined at a later date by the Management Board; • in addition, as part of employee share issues, the Company has issued 59,043 share subscription warrants; Together, these plans represent a total of 7,478,782 shares. The potential maximum dilution in case of issue of all the shares as a result of the exercise of options to subscribe, stock grants, performance-based grants and warrants would be 2.75% at December 31, 2010. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 247 7
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2010 Annual Report Schneider Electr
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Registration Document Annual Report
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A signifi cant improvement in profi
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Interview with 2010 marks the retur
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Supervisory Board (as of February 1
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Sales by geographical area 18% Rest
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2010 in brief Growth and acquisitio
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On October 1, 2010 IBM and Schneide
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1 Description of the Group, and its
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1. 3 The emergence of new economies
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DESCRIPTION OF THE GROUP, AND ITS S
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Utilities and Infrastructures: ensu
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2. 3 Leadership in our five sectors
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The Buildings business Number 4 wor
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Panel builders and systems integrat
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3. Innovation and R&D: DESCRIPTION
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3. 4 Partnerships to accelerate pro
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DESCRIPTION OF THE GROUP, AND ITS S
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Rationalisation and optimisation of
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4. 4 Global, selective purchasing P
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The Group’s human resources strat
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on our increased costs to customers
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Insurance Schneider Electric’s st
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2 Sustainable development 1. Sustai
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT 50 > Zoom
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT RESPECT F
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2 SUSTAINABLE DEVELOPMENT SCHNEIDER
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2 SUSTAINABLE DEVELOPMENT COMMITTED
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SUSTAINABLE DEVELOPMENT 2 INDICATOR
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3 CORPORATE GOVERNANCE SUPERVISORY
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3 CORPORATE GOVERNANCE ORGANISATION
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3 CORPORATE GOVERNANCE ORGANISATION
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3 CORPORATE GOVERNANCE MANAGEMENT I
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3 CORPORATE GOVERNANCE INTERNAL CON
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3 CORPORATE GOVERNANCE APPLICATION
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4 BUSINESS REVIEW TRENDS IN SCHNEID
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4 BUSINESS REVIEW REVIEW OF THE CON
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4 BUSINESS REVIEW REVIEW OF THE CON
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4 BUSINESS REVIEW REVIEW OF THE PAR
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4 BUSINESS REVIEW 148 2010 REGISTRA
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5 CONSOLIDATED FINANCIAL STATEMENTS
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2010Annual Report - Schneider Electric CZ, s.r.o.

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