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23
2 / General Presentation
of Schneider Electric SA
General Presentation of Schneider Electric SA
1
General information
Schneider Electric SA is a Société Anonyme (joint-
stock corporation) governed by the French Commer-
cial Code, with issued capital of 1,812,953,816.
Its head office is located at 43/45, boulevard Franklin
Roosevelt - 92500 Rueil-Malmaison, France (phone:
+33 (0)1 41 29 70 00).
The Company is registered in Nanterre under no.
542 048 574, business identifier code (APE) 741J.
Schneider Electric SA was founded in 1871. Its term
is up to July 1, 2031. 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 summarized corporate purpose is to operate, direct-
ly or indirectly, in France and abroad, any and all busi-
nesses related to electricity, industrial control and
general contracting, as well as to carry out any and all
commercial, securities, real estate and financial trans-
actions (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 Compa-
ny's head office (Board of Directors' Secretariat) locat-
ed at 43/45 boulevard Franklin Roosevelt - 92500
Rueil-Malmaison, France.
The bylaws, auditors’ reports and other documents
are also available on the corporate website.
(www.schneider-electric.com)
2
Capital
Capital stock and voting rights
The Company's capital stock at December 31, 2005
amounted to 1,812,953,816, represented by
226,619,227 shares with a par value of 8.00, all fully
paid up. A total of 242,627,977 voting rights were
attached to the 226,199,677 shares outstanding as of
the Annual Shareholders' Meeting of May 12, 2005
(information published in the "BALO" legal gazette on
May 25, 2005).
Potential capital
Aside from stock options, no share equivalents were
outstanding at December 31, 2005. Stock options
granted under the stock option plans in force at
December 31, 2005, represent 10,126,025 shares, of
which 5,634,600 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 26 to 28.
Authorizations to issue shares
Authorizations are as follows:
1 - At the Combined Annual and Extraordinary Share-
holders' Meeting of May 12, 2005, the Board of Direc-
tors was authorized to increase the share capital by a
maximum of 500 million (62.5 million shares) by
issuing shares or share equivalents. In the case of an
issue without pre-emptive subscription rights, the ceil-
ing stands at 300 million (37.5 million shares). The
Board of Directors was also authorized to increase
the capital by a maximum of 300 million by issuing
shares in payment for shares of another company ten-
dered to a public exchange offer, or, within a limit of
10% of the Company’s issued capital, in payment for
shares or share equivalents of an unlisted company.
2 - At the Combined Annual and Extraordinary Share-
holders' Meeting of May 12, 2005, the Board of Direc-
tors was also authorized to issue new shares to mem-
bers of the Employee Stock Purchase Plan, within a
limit of 5% of the Company's capital stock over 5
years.