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

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ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING 8 RESOLUTIONS 280 Fifteenth resolution (Authorisation to increase the Company’s capital by capitalising reserves, earnings or additional paid-in capital) The Shareholders’ Meeting, acting with the quorum and majority required for Extraordinary Shareholders’ Meetings, having heard the report of the Management Board and in accordance with articles L. 225-129-2 and L. 225-130 of the French Commercial Code: • authorises the Management Board to increase the share capital on one or several occasions by capitalising paid-in capital, reserves, earnings or other items, the capitalisation of which is consistent with the application of the law and the Company’s articles of association, whether by means of the allocation of free shares or of increasing the par value of the existing shares; • decides that the aggregate par value of share capital increases liable to be performed under this authorisation, together with the par value of any shares to be issued to preserve, in accordance with the law and any applicable contractual stipulations, the rights of holders of marketable securities that give them access to the Company’s capital, options to subscribe to existing shares or purchase new shares, or free or performance shares, shall not exceed the amount of the above mentioned reserves, share premium or profi t existing at the time of each applicable share capital increase. The limit to which the present authorisation is subject is an autonomous one that is distinct from the limit defi ned by the fourteenth resolution; • decides that the Management Board shall have full powers to implement this authorisation; This authorisation is given for a period of twenty-six months from the date of this Meeting and cancels and replaces the unused portion of any prior authorisation. Sixteenth resolution (Authorisation to (i) increase the capital by a maximum of EUR217 million, by issuing common shares or securities convertible, redeemable, exchangeable or otherwise exercisable for common shares of the Company or one of its subsidiaries; or (ii) issue securities providing for the attribution of debt securities; in both cases, by means of public offerings and subject to the waiver by existing shareholders of their preemptive subscription rights) The Shareholders’ Meeting, acting with the quorum and majority required for Extraordinary Shareholders’ Meetings, having heard the report of the Management Board and the Statutory Auditors’ special report and in accordance with articles L. 225-129-2, L. 225-135, L. 225-136, L. 228-92 and L. 228-93 of the French Commercial Code: • decides to authorise the Management Board, directly or through a representative and by means of public offering, to (i) increase the Company’s issued share capital on one or several occasions by issuing, in France or abroad, common shares or securities 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC convertible, redeemable, exchangeable or otherwise exercisable for new or existing common shares in the Company or in any other company in which it holds more than half of the issued capital either directly or indirectly (the securities may be denominated in euro or in any other currency or any monetary unit determined by reference to a basket of currencies); or (ii) issue, subject to the same conditions, securities providing for the attribution of debt securities governed by the provisions of articles L. 228-91 et seq. of the French Commercial Code, all the above securities may be paid up in cash or by capitalising debt. In accordance with article L. 228-93 of the French Commercial Code, the issue of shares by the Company may occur as a result of securities issued by companies in which it holds more than half of the issued capital either directly or indirectly, and which securities provide access by any means to ordinary shares of the Company. This authorisation is given for a period of 26 months from the date of this Meeting; • decides that the aggregate par value of shares issued under this authorisation shall not exceed EUR217 million (i.e. approximately 10% of the Company’s share capital as of December 31, 2010). This ceiling does not include the par value of any shares to be issued to preserve, in accordance with the law and any applicable contractual stipulations, the rights of holders of marketable securities that give them access to the Company’s capital, options to subscribe to existing shares or purchase new shares, or free or performance shares; the EUR217 million shall be taken into account in computing the overall ceiling provided for in the fourteenth resolution adopted by this Meeting; • and decides that the aggregate par value of debt securities issued under this authorisation and in accordance with articles L. 228-91 and L. 228-92 of the French Commercial Code shall not exceed EUR3 billion or its foreign currency equivalent. This ceiling is cumulative with the ceilings specifi ed in the fourteenth and nineteenth resolutions adopted by the present Meeting; • decides that securities convertible, redeemable, exchangeable or otherwise exercisable for new or existing common shares in the Company may notably take the form of debt securities or be associated with the issue of such securities, or serve as intermediate securities or equally have subordinated status or not, or determinable maturities or not; • decides to suppress existing shareholders preemptive rights of subscription to these securities which will be issued as provided for by law on the basis that rights of priority will be instituted for subscription by existing shareholders as provided for by article L. 225-135 of the French Commercial Code; • decides that the amount payable to the Company for shares issued, or liable to be issued, under this authorisation, after taking account of the price paid for any applicable share subscription or allocation rights, shall be at least equal to the minimum price payable under the applicable legal and/or regulatory provisions as of the date of each issue, whether or not the said shares are treated as fungible with the Company’s existing shares; • recognises that this authorisation entails the waiver by shareholders of their preemptive right to subscribe any common shares issued on redemption, conversion, exchange or exercise of share equivalents issued in application of this resolution;
• decides that the Management Board shall have full powers to implement this authorisation; • decides that this authorisation shall cancel and replace the unused portion of the authorisation given in the eleventh resolution of the Shareholders’ Meeting of April 23, 2009. Seventeenth resolution (Authorisation to increase the amount of an initial share issue, with or without preemptive subscription rights, determined pursuant to the fourteenth and sixteenth resolutions respectively where an issue is oversubscribed). The Shareholders’ Meeting, acting with the quorum and majority required for Extraordinary Shareholders’ Meetings and having heard the report of the Management Board and the Statutory Auditors’ special report, resolves as follows, in accordance with article L. 225-135-1 of the French Commercial Code: • to authorise the Management Board, for a period of 26 months, directly or through a representative, for each issue determined pursuant to the fourteenth and sixteenth resolutions adopted by this Meeting, that the number of common shares and securities to be issued can be increased by the Management Board in accordance with statutory and regulatory provisions and within the ceilings set out in the fi fteenth and seventeenth resolutions adopted by this Meeting; • that the Management Board shall have full powers to use this authorisation and that this authorisation renders ineffective all prior authorisations with the same purpose. Eighteenth resolution (Option to use the authorisation to increase the capital without preemptive subscription rights in payment for shares in the case of a public exchange offer or share equivalents relating to the shares of other companies) The Shareholders’ Meeting, acting with the quorum and majority required for Extraordinary Shareholders’ Meetings and having heard the report of the Management Board and the Statutory Auditors’ special report, resolves that the capital issues provided for under the sixteenth resolution adopted by this meeting may, where applicable, be used in payment for shares of another company tendered to a public exchange offer in accordance with article L. 225-148 of the French Commercial Code. Similarly, based on the Statutory Auditor’s report, the Shareholders’ Meeting authorises the Management Board for the same period of 26 months, to proceed, within the scope of the authorisation under the sixteenth resolution, with one or more capital increases up to a limit of 10% of share capital, in payment for share equivalents granted to the Company comprising shares or securities, where the provisions of article L. 225-148 do not apply. In all cases, the amount of the share issues carried out under this resolution will be deducted from the ceiling provided for under the sixteenth resolution adopted by this Meeting. ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTIONS Where necessary, the Shareholders’ Meeting resolves to waive the preemptive subscription rights of existing shareholders to subscribe the shares and securities thus issued for the benefi t of the holders of these shares or securities. The Shareholders’ Meeting notes that the Management Board shall have full powers, directly or through a representative, to carry out the transactions described in this resolution, to increase the capital and place the increase on record. Nineteenth Resolution (Delegation of authority granted to the Management Board to decide, with cancellation of pre-emptive rights and as part of an offer mentioned in section II of Article L. 411-2 of the French Monetary and Financial Code to (i) increase the share capital within a limit of 108 million of par value (5% of capital, by way of indication) by issuing shares or any securities granting access to Company capital or any of its subsidiaries, whose issue price will be fixed by the Management Board in the manner determined by the General Meeting or (ii) issue securities granting rights to the allocation of debt securities) The General Meeting, having fulfilled the quorum and majority requirements required for Extraordinary General Meetings, and having considered the report of the Management Board and the special report of the Statutory Auditors, and in accordance with the provisions of the French Commercial Code, particularly Articles L. 225-127, L. 225-128, L. 225-129, L. 225-129-2 L. 225-135, L. 225- 136, L. L. 228-92 and 228-93, and section II of Article L. 411-2 of the French Monetary and Financial Code: 1. delegates to the Management Board, with the option to subdelegate, the authority to decide with cancellation of preemptive rights through an offer referred to in section II of Article L. 411-2 of the French Monetary and Financial Code, in one or more stages, in the proportions and at the times that it shall determine, in France, abroad, or on the international market, in euros or in any other currency or monetary unit established by reference to several currencies: (i) the capital increase by the issue of common shares or securities issued for consideration or at no cost, governed by Articles L. 228-91 et seq. of the French Commercial Code granting access to the capital of the Company or a company in which it owns more than half the capital directly or indirectly (a “Subsidiary”) (either new shares or existing Company shares) or (ii) under the same conditions, the issue of securities granting access to the allocation of debt securities governed by Articles L. 228-91 et seq. of the French Commercial Code, with the understanding that the subscription of shares and other securities may be either in cash or by compensation for claims; 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 281 8
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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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3 CORPORATE GOVERNANCE SUPERVISORY
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3 CORPORATE GOVERNANCE APPLICATION
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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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6 COMPANY FINANCIAL STATEMENTS BALA
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6 COMPANY FINANCIAL STATEMENTS NOTE
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2010Annual Report - Schneider Electric CZ, s.r.o.

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