APC 2007 Annual Report Download - page 62

60
1. General information
Schneider Electric SA is a Société Anonyme (joint- stock
corporation) governed by the French Commercial Code,
with issued capital of 1,962,394,928. Since May 3, 2006,
it has had a two-tier management structure, with a Super-
visory Board and a Management Board. Its head office is
located at 43-45, boulevard Franklin Roosevelt - 92500
Rueil-Malmaison, France (phone: [phone]).
The Company is registered in Nanterre under no.
542 048 574, business identifier code (APE) 6420Z.
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, directly
or indirectly, in France and abroad, any and all businesses
related to electricity, industrial control and general con-
tracting, as well as to carry out any and all commercial, se-
curities, real estate and financial transactions (Article 2 of
the bylaws). Schneider Electric's fiscal year runs from Jan-
uary 1 to December 31.
The bylaws, minutes of Shareholders’ Meetings, Auditors’
Reports and other legal documents concerning the Com-
pany are available for consultation at the Company's head
office (Management Board Secretariat) located at 43-45
boulevard Franklin Roosevelt - 92500 Rueil-Malmaison,
France.
The bylaws, regulated information, auditors’ reports and
other documents are also available on the corporate web-
site (www.schneider-electric.com).
2. Capital
Share capital and voting rights
The Company's share capital at December 31, 2007
amounted to 1,962,394,928, represented by 245,299,366
shares with a par value of 8.00, all fully paid up. At De-
cember 31, 2007, 263,493,806 voting rights were at-
tached to the 245,299,366 outstanding shares.
Potential capital
Stock options granted under the stock option plans in force
at December 31, 2007, represent 3,285,016 shares, plus
5,895,710 shares corresponding to options to either sub-
scribe new shares or purchase existing shares (the pre-
cise type of such options has not been determined so far).
Stock grants made or to be made under the plan in force
at December 31, 2007 concerned 177,804 shares. The
type of options (options to subscribe new shares or pur-
chase existing shares) and stock grants (exercisable for
existing or new shares) will be determined at a later date
by the Management Board. Details of the plans are pro-
vided on pages 63 to 66. In addition, as part of an em-
ployee share issue, the Company issued 22,446 share
subscription warrants expiring on July 6, 2012.
On the basis of the share capital of the Company as of De-
cember 31, 2007, the potential maximum dilution in case
of issue of all the shares as a result of the exercise of op-
tions to subscribe and stock grants would be 3.82%.
Authorizations to issue shares
The following authorizations were also given to the Man-
agement Board at the Annual Shareholders’ Meeting of
April 26, 2007:
1 - 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 ceiling stands at 300 million (37.5
million shares). The Management Board is also authorized
to increase the number of common shares or securities to
be issued, with or without pre-emptive subscription rights,
if an issue is oversubscribed.
2 - To increase the capital by a maximum of 300 million
by issuing shares in payment for shares of another com-
pany tendered 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.
3 - 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.
4 - To issue new shares to entities set up to purchase
shares of the Company under programs to promote em-
ployee stock ownership, within a limit of 0.5% of the Com-
pany’s share capital as of April 26, 2007 over 18 months.
5 - To grant existing or new Schneider Electric SA shares
to employees and corporate officers of the Company and
its affiliates under the provisions of article L.225-197-1 et
seq. of the French Commercial Code.
The following authorization was also given to the Man-
agement Board at the Annual Shareholders’ Meeting of
May 3, 2006:
6 - 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 L.225-177 and
L.225-180 of the French Commercial Code.
At its meeting on December 19, 2007, the Supervisory
Board authorized the Management Board to issue new
shares to members of the Employee Stock Purchase Plan
during 2008 within a limit of 0.8% the Company's issued
capital. The Management Board will use this authorization
on May 26, 2008 to issue new shares to employees under
a leveraged stock ownership plan.
At the 2008 Annual Shareholders’ Meeting, the Manage-
ment Board will ask shareholders to renew the authoriza-
tions to 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 em-
ployee stock ownership.
The authorizations currently in force are as follows: