APC 2003 Annual Report Download - page 21

1. General information
Schneider Electric SA is a Société Anonyme (joint-
stock corporation) governed by the French Commer-
cial
Code, with issued capital of €1,854,737,360.
Its head office is located at 43/45, boulevard Franklin
Roosevelt – 92500 Rueil Malmaison, France.
The Company is registered in Nanterre under no.
542 048 574, business identifier code (APE) 741J.
Schneider Electric SA was founded in 1871. The
Company, which was called Spie Batignolles,
changed its name to Schneider SA when it merged
with Schneider SA (formerly SPEP) in 1995, and
then to Schneider Electric SA in May 1999. Its term
is up to July 1, 2031, and its summarized corporate
purpose is to operate, directly or indirectly, in France
and abroad, any and all businesses related to elec-
tricity, industrial control and general contracting, as
well as to carry out any and all commercial, securi-
ties, real estate and financial transactions (Article 2
of the bylaws). Schneider Electric’s fiscal year runs
from January 1 to December 31.
The bylaws, minutes of Annual Meetings, Auditors’
Reports and other legal documents concerning the
Company are available for consultation at the
2. Capital
Capital stock and voting rights
The Company’s capital stock at December 31, 2003
amounted to € 1,854,737,360, represented by
231,842,170 shares with a par value of € 8.00, all
fully paid up. A total of 242,463,662 voting rights
were attached to the 229,247,275 shares outstand-
ing as of the Annual Shareholders’ Meeting of May
16, 2003 (information published in the "Balo" legal
gazette dated May 28, 2003).
Changes in capital stock
The following table shows changes in Schneider
Electric SA’s capital stock and additional paid-in cap-
ital over the past five years, through the exercise of
stock options, the conversion of bonds, the issuance
of shares to the Employee Stock Purchase Plan, the
May 5, 2000 and March 5, 2003 cancellation of
shares and the tender in August 2001 of 98.1% of
outstanding Legrand shares to the public exchange
offer initiated by Schneider Electric SA.
19
General Presentation of Schneider Electric SA
Five-Year Summary of Changes in Capital
Number of shares Total shares New capital
issued or cancelled outstanding
Capital at Dec. 31, 1998 153,417,118 1,169,414,443 euros
Conversion of bonds 3,495,796
Conversion of Square D bonds 2,272,282
Exercise of stock options 704,300
Shares issued to the ESPP 1,534,082
Capital at Dec. 31, 1999 * (1) 161,423,578 1,291,388,624 euros
Cancellation of shares (6,000,000)
Conversion of Square D bonds 152,275
Exercise of stock options 211,790
Capital at Dec. 31, 2000 (2) 155,787,643 1,246,301,144 euros
Shares issued in exchange for Legrand shares 84,241,055
Conversion of Square D bonds 3,026
Exercise of stock options 228,305
Capital at Dec. 31, 2001 (3) 240,260,029 1,922,080,232 euros
Conversion of Square D bonds 179,511
Exercise of stock options 373,365
Capital au 31.12.2002 (4) 240,812,905 1,926,503,240 euros
Cancellation of shares (12,000,000)
Exercise of stock options 1,958,180
Shares issued to the ESPP (2003 worldwide plan) 1,071,085
Capital at Dec. 31, 2003 (5) 231,842,170 1,854,737,360 euros
* The Company’s capital stock was converted into euros on January 14, 2000. The FF 399.8 million difference arising on conversion
was charged against additional paid-in capital.
(1)
€ 121.97 million increase in capital stock, € 252.72 million increase in additional paid-in capital
(2)
€ 45.09 million decrease in capital stock, € 284.87 million decrease in additional paid–in-capital.
(3)
€ 675.80 million increase in capital stock, € 4,358.7 million increase in additional paid–in-capital.
(4)
€ 4.42 million increase in capital stock, € 15.0 million increase in additional paid–in-capital.
(5)
€ 71.77 million decrease in capital stock, € 316.61 million decrease in additional paid–in-capital.
Company’s head office (Board of Directors’
Secretariat) located at 43/45 boulevard Franklin
Roosevelt – 92500 Rueil Malmaison, France.