APC 2009 Annual Report Download - page 209

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 207
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7
CAPITAL
Share capital and voting rights
The Company’s share capital at December31, 2009 amounted to
EUR 2,102,016,200, represented by 262,752,025 shares with a par
value of EUR 8, all fully paid up. At December31, 2009, 280,369,861
voting rights were attached to the 262,725,025 outstanding shares.
Potential capital
At December31, 2009, stock options granted under:
•stock option plans 20-27 represented 5,147,107 shares;
•plans 28-33 represented another 3,636,560 shares corresponding
to options to either subscribe new shares or purchase existing
shares. The type of options (options to subscribe new shares or
purchase existing shares) will be determined at a later date by the
Management Board;
•stock grants made or to be made under plans 2-9 concerned
1,017,011 shares. The type of stock grants (exercisable for
existing or new shares) will be determined at a later date by the
Management Board;
•in addition, as part of employee share issues, the Company has
issued 59,043 share subscription warrants;
T ogether, these plans represent a total of 9,859,721 shares.
The potential maximum dilution in case of issue of all the shares as
a result of the exercise of options to subscribe, stock grants and
performance-based grants would be:
•3.75% December31, 2009.
Authorizations to issue shares
The following authorizations were given to the Management Board
at the Annual Shareholders’ Meeting of April23, 2009:
1) to increase the share capital by a maximum of EUR 1,160million
(145million shares) by issuing shares or share equivalents:
•in the case of an issue with pre-emptive subscription rights, the
ceiling stands at EUR 800million (100million shares);
•in the case of an issue without pre-emptive subscription rights, the
ceiling stands at EUR 360million (45million shares).
The Management Board is also authorised 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 EUR 360million by issuing
shares in payment for shares of another company 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. The ceiling for such issues is not cumulative
with the ceiling for issues without pre-emptive subscription rights.
3) to grant existing or new Schneider Electric SA shares to
employees and corporate offi cers of the Company and its affi liates
under the provisions of articleL.225 -197-1 et seq. of the French
Commercial Code, within a limit of 1% of the Company’s issued
capital as of April23, 2009.
4) to grant options to purchase new or existing shares to employees
and corporate offi cers of the Company and its affi liates under the
provisions of articlesL.225 -177 and L.225-180 of the French
Commercial Code, within a limit of 3% of the issued capital as of
April23, 2009.
5) to issue new shares to members of the Employee Stock Purchase
Plan, within a limit of 2.5% of the issued capital as of the date on
which the authorisation is used.
6) to issue new shares to entities set up to purchase shares of the
Company under programmes to promote stock ownership among
employees in non-French subsidiaries, within a limit of 0.5% of the
Company’s share capital as of April23, 2009.
At its meeting on December17, 2009, the Supervisory Board
authorised the Management Board to issue new shares to members
of the Employee Stock Purchase Plan during 2010 within a limit
of 1% the Company’s issued capital. The Management Board
intends to use this authorisation in June2010 to issue new shares
to employees under a non-leveraged and leveraged stock ownership
plan.
At the Annual Shareholders’ Meeting to be held on April22
2010
(seepages 234 to 236), the Management Board will ask shareholders
to:
•renew authorizations to issue new shares to members of the
Employee Stock Purchase Plan and entities set up to purchase
shares of the Company under programmes to promote stock
ownership among employees in non-French subsidiaries;
•grant an authorisation to issue new shares without pre-emptive
subscription rights within a limit of 5% of the issued capital as
part of a private placement. The amount of any capital increase
carried out under this authorisation shall be deducted from the
aggregate amount by which the capital may be increased under
the authorizations described in paragraph 1, above.
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3. Capital