APC 2002 Annual Report Download - page 18

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17
Potential capital
Aside from stock options, no share equivalents were
outstanding at December 31, 2002. Stock options granted
under the stock option plans in force at February 5, 2003,
represent 7,848,465 shares, of which 3,518,025 correspond
to options to either subscribe new shares or purchase existing
shares. The Board of Directors will determine the nature of the
options (subscription or purchase) at a later date. Details of the
stock options plans are provided on pages 20 and 21.
Authorizations to issue shares
At the Combined Annual and Extraordinary Shareholders’
Meeting of June 11, 2001, the Board of Directors was
authorized to issue new shares under the provisions of article
L225-III of the French Commercial Code.
At the Combined Annual and Extraordinary Shareholders’ Meeting
of May 6, 1999, the Board of Directors was authorized to grant
options to purchase new or existing shares in the Company.
At the Combined Annual and Extraordinary Shareholders’
Meeting of May 5, 2000, the Board of Directors was authorized
to issue new shares to Group employees who are members
of the Employee Stock Purchase Plan. The number of shares
issued may not exceed 5% of the Company’s capital stock
over a period of five years.
At the Annual Shareholders’ Meeting of May 16, 2003,
shareholders will be asked to renew, within a limit of
750 million, authorizations to issue shares with or without
pre-emptive subscription rights. These authorizations are
due to expire on August 11, 2003. Shareholders will also be
asked to renew the authorization to issue new shares to Group
employees, within a limit of 5% of the Company’s capital stock.
The authorizations currently in force are as follows:
Maximum aggregate Authorization Authorization Amount
par value of shares date expires used
that may be issued
I - Issues with
pre-emptive subscription rights
Shares, warrants and
other securities convertible,
exchangeable, redeemable or otherwise
exercisable for shares 750 million (1) June 11, 2001 Aug. 11, 2003 –
II - Issues without
pre-emptive subscription rights
Shares, warrants and
other securities convertible,
exchangeable, redeemable
or otherwise exercisable for shares,
including shares issued
in connection with a tender
offer initiated by the Company 1,443 million (1) June 11, 2001 Aug. 11, 2003 674 millions (2)
III - Employee
share issues
Share issues restricted
to employees (ESPP) 5% of the capital May 5, 2000 May 5, 2005 –
Options to purchase
new shares 5% of the capital May 6, 1999 May 6, 2004 1.3% (3)
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative.
(2) On August 7, 2001, the Chairman of the Board of Directors set the amount of the capital increase to pay for the Legrand shares tendered to the public exchange
offer initiated by Schneider Electric SA.
(3) Stock option plans 19 and 20. The Board of Directors will determine the nature of Plan 19 (subscription or purchase) by April 4, 2004 at the latest.