2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
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Sixth resolution<br />
(Appointment of Ms Betsy Atkins as a member<br />
of the Supervisory Board)<br />
The Shareholders’ Meeting, acting with the quorum and majority<br />
required for Ordinary Shareholders’ Meetings, appoints Ms Betsy<br />
Atkins as a member of the Supervisory Board for a period of four<br />
years expiring at the close of the Shareholders’ Meeting to be called<br />
in 2015 to approve the 2014 fi nancial statements.<br />
Seventh resolution<br />
(Appointment of Mr Jeong H. Kim as a member<br />
of the Supervisory Board)<br />
The Shareholders’ Meeting, acting with the quorum and majority<br />
required for Ordinary Shareholders’ Meetings, appoints Mr Jeong<br />
H. Kim as a member of the Supervisory Board for a period of four<br />
years expiring at the close of the Shareholders’ Meeting to be called<br />
in 2015 to approve the 2014 fi nancial statements.<br />
Eighth resolution<br />
(Appointment of Ms Dominique Sénéquier as a<br />
member of the Supervisory Board)<br />
The Shareholders’ Meeting, acting with the quorum and majority<br />
required for Ordinary Shareholders’ Meetings, appoints Ms<br />
Dominique Sénéquier as a member of the Supervisory Board for a<br />
period of four years expiring at the close of the Shareholders’ Meeting<br />
to be called in 2015 to approve the 2014 fi nancial statements.<br />
Ninth resolution<br />
(Determination of the amount of attendance<br />
fees awarded to the members of the<br />
Supervisory Board)<br />
The Shareholders’ Meeting, acting with the quorum and majority<br />
required for Ordinary Shareholders’ Meetings and having heard the<br />
report of the Supervisory Board, decides to award, with effect from<br />
the current fi nancial year, a total of EUR1,000,000 of attendance fees<br />
to the Supervisory Board.<br />
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING<br />
RESOLUTIONS<br />
Tenth resolution<br />
(Authorisation to trade in the Company’s<br />
shares: maximum purchase price EUR150)<br />
The Shareholders’ Meeting, acting with the quorum and majority<br />
required for Ordinary Shareholders’ Meetings, having heard the report<br />
of the Management Board, authorises the Management Board, in<br />
accordance with article L. 225-209 of the French Commercial Code,<br />
to buy back Company shares for cancellation, or for allotment upon<br />
exercise of stock options or share grants or upon conversion of<br />
convertible debt securities, or for delivery in exchange for shares in<br />
another company as part of an external growth transaction, or for<br />
the purpose of market making under a liquidity agreement.<br />
• The maximum number of shares that may be acquired pursuant to<br />
this authorisation shall not exceed 10% of the issued share capital<br />
as of the date of this Meeting (representing 27,195,909 shares on<br />
the basis of the number of shares outstanding at the last offi cial<br />
count on December 31, 2010).<br />
• The maximum purchase price is set at EUR150. However, if all<br />
or some of the shares acquired pursuant to this authorisation<br />
are intended to be allotted upon exercise of stock options,<br />
in application of articles L. 225-177 et seq. of the French<br />
Commercial Code, the selling price of the shares in question<br />
will be determined in accordance with the provisions of the law<br />
governing stock options.<br />
• Share purchases may not exceed an aggregate maximum<br />
amount of EUR4,079,386,350.<br />
• The shares may be acquired, sold or otherwise transferred by<br />
any appropriate method on the market or over the counter, in<br />
compliance with current legislation, including through block<br />
purchases or sales, the use of all forms of derivatives traded on<br />
a regulated market or over the counter, or the use of put or call<br />
options including combined puts and calls.<br />
• Shares acquired may also be canceled, subject to compliance<br />
with the provisions of articles L. 225-204 and L. 225-205 of the<br />
French Commercial Code and in accordance with the twenty-fi fth<br />
resolution of the present Shareholders’ Meeting.<br />
• The Management Board may adjust the price(s) set above to take<br />
into account the effect of any of the following: (i) an issue of bonus<br />
shares or increase in the par value of existing shares paid up<br />
by capitalising reserves or earnings, (ii) a stock-split or reverse<br />
stock-split, or (iii) more generally, any transaction affecting equity,<br />
to account for the impact of such transactions on the share price.<br />
Said adjustment will be determined by multiplying the price by the<br />
ratio between the number of shares outstanding before and after<br />
the transaction.<br />
• The Management Board shall have full powers to implement this<br />
resolution, directly or through a representative.<br />
• This authorisation will expire at the end of a period of eighteen<br />
months from the date of this Meeting.<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 277<br />
8