2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING<br />
8 RESOLUTIONS<br />
284<br />
Twenty-Second Resolution<br />
(Delegation of authority granted to the<br />
Management Board to carry out capital<br />
increases reserved for employees<br />
participating in the Employee Savings Plan)<br />
The General Meeting, having fulfilled the quorum and majority<br />
requirements required for Extraordinary General Meetings, having<br />
considered the report of the Management Board and the special<br />
report of the Statutory Auditors, pursuant to the provisions of<br />
Articles L. 3332-1 and following of the French Labor Code and<br />
Articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French<br />
Commercial Code and in accordance with the provisions of that<br />
code:<br />
1. delegates to the Management Board with the option of<br />
subdelegation, for a period of 26 months from the date of this<br />
General Meeting, the power to decide a share capital increase<br />
in one or more stages, at its sole discretion, by issuing shares<br />
or securities granting access to the Company capital reserved<br />
for members of a company savings plan of the Company<br />
and the French or foreign companies related to the Company<br />
under the conditions of Article L. 225-180 of the French<br />
Commercial Code and L. 3344-1 of the French Labor Code,<br />
up to a maximum nominal amount of 2% of capital at the date<br />
of implementation of this authorisation, with the understanding<br />
that (i) this limit will be applied to the ceilings mentioned in the<br />
Fourteenth and Sixteenth Resolutions adopted by this meeting<br />
and (ii) this delegation may not be used until 1 August 2011;<br />
2. decides to set the maximum discount offered under the<br />
company savings plan at 20% of the average opening or closing<br />
prices of the Company share on the regulated NYSE Euronext<br />
market in Paris during the twenty trading days preceding the<br />
date of the decision by the Management Board setting the<br />
opening date of subscriptions. However, the General Meeting<br />
explicitly authorises the Management Board to reduce the<br />
discount mentioned above within the legal and regulatory limits,<br />
or not to grant it, in particular to take into account the applicable<br />
regulations in countries where the offer will be implemented;<br />
3. decides that the characteristics of other securities granting<br />
access to Company capital shall be determined by the<br />
Management Board under the conditions fi xed by regulations;<br />
4. decides to cancel in favor of members of a company savings<br />
plan, the pre-emptive rights of shareholders to shares and<br />
securities granting access to capital to be issued pursuant to<br />
this resolution;<br />
5. decides to waive the pre-emptive right to subscribe to shares<br />
to which the securities issued pursuant to this resolution may<br />
grant access;<br />
6. decides that this authorisation cancels starting 31 July 2011<br />
the authorisation given by the General Meeting of 22 April 2010<br />
in its Eighteenth Resolution, for its amounts unused by the<br />
Management Board;<br />
7. the General Assembly acknowledges that the Management<br />
Board has full authority with the option to subdelegate to make<br />
the transactions referred to in this resolution and to make and<br />
note the resulting capital increases.<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
Twenty-Third Resolution<br />
(Capital increase reserved for a class of<br />
beneficiaries: for employees of foreign group<br />
companies, either directly or through entities<br />
acting on their behalf)<br />
The General Meeting, having fulfilled the quorum and majority<br />
requirements required for Extraordinary General Meetings, having<br />
considered the report of the Management Board and the special<br />
report of the Statutory Auditors, in accordance with Articles L. 225-<br />
129-2 and L. 225-138 of the French Commercial Code:<br />
1. delegates to the Management Board, with authority to delegate<br />
the powers necessary to effect the increase in one or more<br />
stages, at the times it shall set and in the proportions it shall<br />
determine, the share capital, within the limits of a maximum of<br />
1% of capital at the date of this General Meeting, by issuing<br />
shares or securities granting access to Company capital that<br />
confer the same rights as existing shares, and such issue will<br />
be reserved for persons who meet the requirements of the<br />
category defi ned below, with the understanding that (i) the<br />
ceiling of 1% of capital set above will be applied to the 2%<br />
ceiling set in the Twenty-Second Resolution, but is instead<br />
autonomous and separate from the ceilings in the Fourteenth<br />
and Sixteenth Resolutions adopted by this meeting, (ii) that this<br />
resolution cannot be used until 1 August 2011;<br />
2. decides to waive the pre-emptive rights of shareholders to the<br />
shares or other securities granting access to capital issued<br />
pursuant to this resolution and to reserve the right to subscribe<br />
to one and/or the other category of benefi ciaries who meet<br />
the following characteristics: (i) employees and corporate<br />
offi cers of Groupe <strong>Schneider</strong> <strong>Electric</strong> companies related to<br />
the Company under the conditions of Article L. 225-180 of the<br />
French Commercial Code and Article L. 3344-1 of the French<br />
Labor Code that have their headquarters outside France, (ii)<br />
and/or mutual funds or other entities, whether or not they have<br />
legal personality, employee shareholdings invested in securities<br />
of a company whose holders of units or shareholders are<br />
the persons mentioned in (i) of this paragraph; (iii) and/or any<br />
banking institution or subsidiary of such an institution acting at<br />
the request of the Company for the purposes of implementation<br />
of an employee shareholding or savings plan for the benefi t of<br />
the persons mentioned in (i) of this subsection insofar as the use<br />
of subscription of the person authorised under this resolution<br />
would allow employees of subsidiaries located abroad to<br />
benefi t from share ownership or equivalent employee savings<br />
plans in terms of economic benefi t to those enjoyed by other<br />
employees of the Group;<br />
3. decides that the unit price of the shares to be issued pursuant<br />
to this resolution shall be fi xed by the Management Board on<br />
the basis of the share price of the Company on the NYSE<br />
Euronext regulated market in Paris; the issue price will be<br />
determined at the discretion of the Management Board on the<br />
basis of either (i) the fi rst or last trading price of the shares of the<br />
Company during the trading session the day of the decision of<br />
the Management Board fi xing the issue price or (ii ) the average<br />
opening or closing prices of the shares of the Company during<br />
the 20 trading days preceding the date of the decision of the