APC 2005 Annual Report Download - page 28

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Ownership structure at December 31, 2005
Caisse des Dépôts et Consignations 4.44%
Employees 3.35%
Treasury stock - Schneider Electric
shares held via Cofibel/Cofimines 3.56%
Public 88.65%
A total of 14,879,552 shares benefited from double
voting rights.
Disclosure thresholds
To the best of the Company's knowledge, no share-
holders other than Caisse des Dépôts et Consigna-
tions, listed above, hold, either directly or indirectly,
more than 5% of Schneider Electric's capital or voting
rights.
Pledges on Schneider Electric shares
To the best of the Company's knowledge, shares
pledged by shareholders represent 0.05% of the
issued capital.
Pledges on subsidiaries' shares
Schneider Electric has not pledged any shares in sig-
nificant subsidiaries.
Employee profit-sharing
and share ownership
and stock option plans
Profit-sharing plans
Profit-sharing and other profit-based incentive plans
have been in effect at Schneider Electric Industries
SAS since 1994.
The amounts allocated over the past five years were
as follows:
16.1 million in 2001 (profit-based incentive plan
and profit sharing).
2.2 million in 2002 (profit-based incentive plan
and profit sharing).
13 million in 2003 (profit-based incentive plan).
35.2 million in 2004 (profit-based incentive plan).
19.5 million in 2005 (profit-based incentive plan).
The "Schneider Electric" corporate
mutual fund
Schneider Electric has long been committed to devel-
oping employee stock ownership. Employees who are
members of the Employee Stock Purchase Plan have
an opportunity to purchase new or existing Schneider
Electric SA shares through corporate mutual funds.
The last employee share issue took place in 2004.
As of December 31, 2005, employees held a total of
7,586,325 Schneider Electric SA shares through the
corporate mutual funds, representing 3.35% of the
capital and 6.20% of the voting rights, taking into
account double voting rights.
Stock option plans
Grant policy
Stock option plans are approved by the Board of
Directors following a review of the plans by the Remu-
nerations and Appointments Committee. In May and
June 2005, the Board of Directors set up two option
plans :
1 - The first, number 25, is designed to reward the
2004 winners of the NEW2004 Trophies, an annual
awards program organized as part of the NEW2004
company program. The plan has 157 grantees, mem-
bers of the nine winning teams. Each member was
granted 500 or 1,000 options, depending on the team.
2 - The second, number 26, was decided as part of the
annual policy to grant stock options. It has 458
grantees. In addition, at its meeting of December 1,
2005, the Board of Directors decided to set up annual
plans at the end of the fiscal year so that grantees will
be informed of stock option grants at the same time
that their bonus targets are determined. Pursuant to
this decision, the Board of Directors set up the annual
plan for 2006 (plan number 27) on December 1, 2005.
It has 419 grantees.
Description
The exercise price is equal to the average share price
of the twenty trading days prior to the date of grant by
the Board of Directors. No discount is applied. The
options have an eight year life. Options granted under
plans 14 through 19 may be exercised as from the
fourth year, as long as the grantee holds the shares
subscribed or acquired in registered form until the end
of a five-year period following the date of grant.
Options granted under plans 20, 21, 24, 26 and 27
may be exercised without condition as from the fourth
year or, in certain cases, as from the third year. Excep-
tionally, options granted under plans 22, 23 and 25
may be exercised as from the first year.
Options may only be exercised by Group employees.
In addition, the exercise of options granted under
plans 14 through 18, 20, 21, 24, 26 and 27 is fully or
partially dependent on specific targets being met con-
cerning profit, value creation, revenue or operating
margin, as described in the following table. Because
these targets were only partially achieved, 2,355,500
options granted under plans 14 through 20 were can-
celled.
Options granted to and exercised by corporate
officers and the top grantees during the year
200,000 options with an exercise price of 60.78 and
expiring in 2013 were granted to Henri Lachmann
under plan number 26. Another 150,000 options with
an exercise price of 72.10 and expiring in 2013 were
granted to Mr. Lachmann under plan number 27. The
exercise of these options is dependent on certain con-
ditions being met. Mr. Lachmann, who was granted
options under plans 15 through 21, 24, 26 and 27,
exercised 46,700 options at a price of 50.86 under
plan number 15 during the year.