APC 2003 Annual Report Download - page 22

Download and view the complete annual report

Please find page 22 of the 2003 APC annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 145

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145

General Presentation of Schneider Electric SA
20
Potential capital
Aside from stock options, no share equivalents were
outstanding at December 31, 2003. Stock options
granted under the stock option plans in force at
December 31, 2003, represent 5,706,985 shares, of
which 3,435,925 correspond to options to either sub-
scribe 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 23 and 24.
Authorizations to issue shares
At the Combined Annual and Extraordinary
Shareholders’ Meeting of May 16, 2003, the Board of
Directors was authorized to issue shares with or with-
out pre-emptive subscription rights within a limit of
€750 million.
At the Combined Annual and Extraordinary
Shareholders’ Meeting of May 16, 2003, the Board of
Directors was also authorized to issue new shares to
members of the Employee Stock Purchase Plan,
within a limit of 5% of the Company’s capital stock.
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 to employees and corporate
offices of the Company and its affiliates under the
provisions of article 225-177 of the French Commer-
cial Code.
At the Annual Shareholders’ Meeting of May 6, 2004,
shareholders will be asked to renew the authorization
to grant options to purchase new or existing shares
within a limit of 3% of the Company’s capital stock. To
satisfy legal obligations, shareholders will also be
asked to renew the authorization to issue shares to
members of the Employee Stock Purchase Plan.
The authorizations currently in force are as follows:
Maximum Authorization Authorization Amount
aggregate par value date expires used at
of shares that Dec. 31,
may be issued 2003
I – Issues with pre-emptive
subscription rights
Shares, warrants and other
securities convertible,
exchangeable, redeemable or
otherwise exercisable for shares € 750 million (1) May 16, 2003 July 16, 2005 –
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 € 750 million (1) (2) May 16, 2003 July 16, 2005 –
III – Employee share issues
Share issues restricted
to employees (ESPP) 5% of the capital May 16, 2003 July 16, 2005 0.46%
Options to
purchase new shares 5% of the capital May 6, 1999 May 6, 2004 2.27% (3)
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative.
(2) At the Annual Meeting of May 16, 2003, the Chairman of the Board of Directors informed shareholders that the Board had decided
before the meeting that it would limit any issue to an aggregate amount of
€
500 million.
(3) Stock option plans 19, 20, 21 and 22. The Board of Directors will determine the nature of Plan 19 (subscription or purchase)
by April 4, 2004 at the latest and the nature of Plan 21 (subscription or purchase) by February 4, 2006 at the latest.