APC 2006 Annual Report Download - page 60

Authorizations to issue shares
At the Annual Shareholders’ Meeting of May 3, 2006,
shareholders transferred to the Management Board
the authorizations given to the Board of Directors on
May 12, 2005 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-emp-
tive subscription rights, the ceiling stands at 300 mil-
lion (37.5 million shares).
Increase the capital by a maximum of 300 million
by issuing shares in payment for shares of another
company tendered to a public exchange offer, or, with-
in a limit of 10% of the Company’s issued capital, in
payment for shares or share equivalents of an unlisted
company.
The following authorizations were also given to the
Management Board at the Annual Shareholders’ Meet-
ing of May 3, 2006:
Authorization to issue new shares to members of the
Employee Stock Purchase Plan, within a limit of 5% of
the Company's share capital over 5 years.
Authorization to issue new shares to entities set up
to purchase shares of the Company under programs to
promote employee stock ownership, within a limit of
0.5% of the Company’s share capital over 18 months.
Authorization to grant existing or new Schneider
Electric SA shares to employees and corporate offi-
cers of the Company and its affiliates under the provi-
sions of article L.225-197.1 et seq. of the French Com-
mercial Code.
Authorization to grant options to purchase new or
existing shares to employees and corporate officers of
the Company and its affiliates under the provisions of
articles 225-177 and L.225-180 of the French Com-
mercial Code.
On December 21, 2006, the Supervisory Board
authorized the Management Board to issue new
shares to members of the Employee Stock Purchase
Plan during 2007, within a limit of 1% of the Compa-
ny’s share capital.The Management Board will use this
authorization on May 31, 2007 to issue new shares to
employees under a leveraged stock ownership plan.
At the 2007 Annual Shareholders’ Meeting, the Man-
agement Board will ask shareholders to renew the
authorizations to (i) issue shares and share equiva-
lents with or without pre-emptive subscription rights,
(ii) make stock grants to employees and (iii) issue new
shares to members of the Employee Stock Purchase
Plan and entities set up to purchase shares of the
Company under programs to promote employee stock
ownership.
The authorizations currently in force are as follows:
Maximum aggregate Number of Authorization date/ Used at
par value of authorized shares Authorization December
share issues (in millions) expires 31, 2006
I - Issues with pre-emptive
subscription rights:
shares, warrants and other securities
convertible, exchangeable, redeemable
or otherwise exercisable for shares 500 million (1) 62.5 May 12, 2005 –
July 11, 2007
II - Issues without pre-emptive
subscription rights:
a) Shares, warrants and other securities
convertible, exchangeable, redeemable
or otherwise exercisable for shares,
for cash or in payment of listed shares 300 million (1) 37.5 May 12, 2005 –
July 11, 2007
b) In payment of unlisted shares 10% of the capital (1) 22.8 May 12, 2005 –
July 11, 2007
III - Employee share issues (ESPP) 5% of the capital 11.4 May 3, 2006 - (6)
May 2, 2011
Share issues to entities set up
to promote employee stock ownership 0.5% of the capital (2) 1.1 May 3, 2006 - (6)
November 2, 2007
Stock options 3% of the capital (3) (5) 6.8 May 3, 2006 0.57% (4)
July 2, 2009
Stock grants 0.5% of the capital (5) 1.1 May 3, 2006 0.02%
July 2, 2009
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative and are capped at €500 million
in the aggregate.
(2) Issues of shares to entities set up to hold shares on behalf of employees will be deducted from the ceiling for employee share issues
(ESPP) without pre-emptive subscription rights.
(3) The number of options to subscribe new shares or purchase existing shares that have been granted and not yet exercised or cancelled
may not exceed 3% of the issued capital.
(4) Options granted under plan 28 are exercisable for either existing or new shares.The origin of the shares will be decided by the
Management Board at the latest at the start of the option exercise period.
(5) Stock grants and options to subscribe existing shares or purchase new shares may not exceed 3% of the issued capital.
(6) At its meeting on December 21, 2006, the Supervisory Board authorized the Management Board to issue new shares to members
of the Employee Stock Purchase Plan during 2007, within a limit of 1% of the Company's issued capital.The Management Board will
use this authorization on May 31, 2007 to issue new shares to employees under a leveraged stock ownership plan.
General presentation of Schneider Electric SA
58