APC 2009 Annual Report Download - page 210

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC208
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7CAPITAL
The authorizations currently in force are as follows:
Maximum aggregate
par value of
authorised share
issues Number of shares (in millions)
authorisation date/
authorisation
expires Used at Dec. 31, 2009
I – Issues with pre-emptive subscription rights:,
shares, warrants and other securities convertible,
exchangeable, redeemable
or otherwise exercisable for shares €800million(1) 100 April23, 2009 –
June22, 2011
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 €360million(1) 45 April23, 2009 –
June22, 2011
b) In payment of unlisted shares 10% of the capital(1) 26 April23, 2009 –
June22, 2011
III - Employee share issues
Share issues restricted to employees (ESPP) 2.5% of the capital 6.6 April23, 2009 –(2)
June22, 2011
Share issues to entities set up to promote stock
ownership among employees in non-French
subsidiaries 0.5% of the capital(3) 1.2 April23, 2009 –(2)
October22, 2010
Stock options 3% of the capital(4)(5) 7.4 April23, 2009 0.3%(6)
June22, 2012
Stock grants
or performance-based grants 1% of the capital(5) 2.5 April23, 2009 0.2%(7)
June22, 2012
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative and are capped at EUR 1,160 million
intheaggregate.
(2) 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 (ESPP) during 2010, within a limit of 1% of the Company’s issued capital. The Management Board intends
to use this authorisation in early June 2010 to issue new shares to employees under a non-leveraged and leveraged stock ownership plan.
(3) Issues of shares to entities set up to hold shares on behalf of employees in non-French subsidiaries will be deducted from the ceiling
foremployee share issues (ESPP) without pre-emptive subscription rights.
(4) 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.
(5) Stock grants (including those with performance criteria) and options to subscribe existing shares or purchase new shares may not exceed
3% of the issued capital.
(6) The Management Board will determine the nature of Plans 32 and 33 (subscription or purchase) before the beginning of the exercise
period at the latest.
(7) The nature of stock grant Plans 7-9 (subscription or purchase) will be determined on the effective date of grant at the latest.