APC 2005 Annual Report Download - page 147

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145
Report of the Board of Directors
to the Annual Shareholders’ Meeting of May 3, 2006 in accordance
with Article L.225-209 of the French Commercial Code concerning
share buyback programs
We remind you that the Annual Shareholders' Meeting
of May 6, 2004 authorized the Board of Directors to
buy back shares on the open market. Pursuant to this
authorization, the Company purchased 6,658,783
shares at an average unit price of 54.37. At its
meeting of December 9, 2004, the Board of Directors
used the authorization granted by the Annual Share-
holders' Meeting of May 6, 2004 to cancel 7 million
shares bought back by the Company pursuant to
authorizations granted by the Annual Shareholders'
Meetings of May 27, 2002, May 16, 2003 and May 6,
2004.
The Annual Shareholders' Meeting of May 12, 2005
authorized the Board of Directors to buy back shares
on the open market. Pursuant to this authorization,
the Company purchased 203,071 shares at an aver-
age unit price of 57.96 on February 28, 2006.
The 2,747,887 shares purchased in 2005 pursuant
to these two authorizations were used to serve stock
option plans.
At its meeting of December 1, 2005, the Board of
Directors decided to reallocate the 826,692 shares
bought back by the Company pursuant to authoriza-
tions granted by the Annual Shareholders' Meetings
of May 27, 2002, May 16, 2003 and May 6, 2004 to
serve stock option plan number 26. At its meeting of
December 9, 2004, the Board of Directors had initial-
ly classified the shares under "available-for-sale
financial assets" pending their cancellation. The car-
rying amount of these shares is 49.54 per share.
Details of the share buyback program submitted for
approval at the Annual and Extraordinary Sharehold-
ers’ Meeting of May 3, 2006 are as follows:
Number of shares and percentage of share capital
held directly and indirectly by Schneider Electric SA:
- Treasury stock:
5,402,435 shares, or 2.38% of the share capital
- Schneider Electric shares held via Cofibel/Cofimines:
2,150,352 shares, or 0.95% of the share capital
Total: 7,552,787 shares, or 3.33% of the share capital.
Purpose: The 5,402,435 shares held in treasury
stock are intended to serve stock option plans.
Buyback plan objectives:
- Reduce the capital by canceling shares.
- Serve stock option plans or plans to grant shares
without consideration or permit the conversion of con-
vertible debt securities.
- Finance a future acquisition (rather than issue new
shares at the time of the acquisition).
- Market making under a liquidity agreement.
Maximum number of shares that may be acquired:
10% of the issued share capital, representing
22,661,922 shares with a par value of 8. Share pur-
chases may not exceed an aggregate maximum
amount of 2,719,430,640.
Duration: 18 months maximum, expiring on Novem-
ber 2, 2007.
Transactions carried out under the share buyback
program approved by shareholders at the Annual and
Extraordinary meeting of May 12, 2005:
- Number of shares acquired since the beginning of
the program: 203,071.
- Number of shares sold since the beginning of the
program: 0.
- Number of shares transfered since the beginning of
the program: 1,350,593.
- Number of shares cancelled over the past 24
months: 7,000,000.
Annual and Extraordinary Shareholders’ Meeting of May 3, 2006