APC 2009 Annual Report Download - page 211

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 209
GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7
CAPITAL
Three-year summary of changes in capital
The following table shows changes in Schneider Electric SA’s share capital and share premium account since December31, 2006 through
share issues and the exercise of stock options:
Number of shares
issued or cancelled Aggregate number of shares Share capital
Exercise of stock options 1,079,121
Capital at December31, 2006(1) 227,698,348 €1,821,586,784
Share issue with pre-emptive subscription rights 13,412,969
Employee share issue 2,367,827
Exercise of stock options 1,820,222
Capital at December31, 2007(2) 245,299,366 €1,962,394,928
Employee share issue 1,999,846
Exercise of stock options 126,417
Capital at December31, 2008(3) 247,425,629 €1,979,405,032
Payment of dividend in shares 11,967,608
Employee share issue 2,488,297
Exercise of stock options 870,491
CAPITAL AT DECEMBER31, 2009(4) 262,752,025 €2,102,016,200
(1) EUR 8.63million increase in share capital, EUR 52.06million increase in additional paid-in-capital.
(2) EUR 140.8million increase in share capital, EUR 1,133million increase in additional paid-in-capital.
(3) EUR 17.01million increase in share capital, EUR 123.9million increase in additional paid-in-capital.
(4) EUR 122.61million increase in share capital, EUR 555.38million increase in additional paid-in-capital.
Share buybacks
The Annual Shareholders’ Meeting of April21, 2008 authorised the
Company to buy back shares on the open market. This authorisation
was renewed at the Annual Shareholders’ Meeting of April23, 2009.
Pursuant to these authorizations, the Company maintained its
liquidity contract during the year but did not buy back any shares.
The liquidity contract was terminated on December31, 2009.
Details of the share buyback programme submitted for approval
at the Annual and Extraordinary Shareholders’ Meeting of April22,
2010 are as follows:
•number of shares and percentage of share capital held directly
and indirectly by Schneider Electric SA as of January31, 2009:
–treasury stock: 4,615,550 shares, or 1.75% of the share
capital,
–own shares: 2,412,648 shares, or 0.92% of the share
capital,
Total: 7,028,198 shares, or 2.67% of the share
capital;
•purpose:
–the 4,615,550 shares held in treasury stock are held for
allocation on the exercise of stock options;
•buyback plan objectives:
–reduce the capital by canceling shares,
–hold shares for allocation on the exercise of stock option plans
or stock grant plans or to permit the conversion of convertible
debt securities,
–fi nance a future acquisition (rather than issue new shares at the
time of the acquisition),
–market making under a liquidity agreement;
•maximum number of shares that may be acquired:
–10% of the issued share capital as of the date of the Annual
Meeting, representing, on the basis of the issued share capital
at January31, 2009, 26,275,202 shares with a par value of
EUR 8,
–taking into account treasury stock and own shares at
January31, 2009 (7,028,198 shares), the number of shares
that could be bought back under the authorisation comes to
19,247,004, or 7.33% of the issued capital;
•maximum purchase price and maximum aggregate amount of
share purchases:
–the maximum purchase price is set at EUR 100 per share,
–share purchases may not exceed an aggregate maximum
amount of EUR 2,627,520,250;
•duration:
–18 months maximum, expiring on October21, 2011;
•transactions carried out pursuant to the programme authorised
by the Annual Shareholders’ Meeting of 2008 and renewed by the
Annual Shareholders’ Meeting of 2009 between January1, 2009
and January31, 2009:
–transactions carried out by the Company (excluding the liquidity
contract):
– number of shares acquired: 0
–number of shares transferred since the beginning of the
programme : 51,759
–transactions carried out under the liquidity contract:
- number of shares acquired: 1,685,171(1)
- number of shares sold: 2,249,644(2)
The liquidity contract was terminated on December31, 2009.
(1) With an average price of euro 56.58 per share.
(2) With an average price of euro 58.67 per share.