APC 2010 Annual Report Download - page 251

GENERAL PRESENTATION OF SCHNEIDERELECTRICSA
CAPITAL
Maximum
aggregate par
value of authorised
share issues Number of shares (in millions)
Authorisation
date/authorisation
expires Used atDec. 31, 2010
I – Issues with pre-emptive subscription rights:
shares, warrants and other securities convertible,
exchangeable, redeemable or otherwise
exercisable for shares EUR800million(1) 100 Apr. 23, 2009 –
Jun.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 EUR360million(1) 45 Apr.23, 2009 –
b) To make private placements of shares 100million(1) 12.5
Apr.22, 2010
Jun.21, 2011
c) To issue new shares as consideration for the shares
of unlisted companies
10% of the
Company’s
capital(1) 26 Apr.23, 2009 –
Jun.22, 2011
III - Employee share issues
Share issues restricted to employees (ESPP)
2% of the
Company’s capital 6.6 Jun.22, 2010 – (2)
Jun.22, 2011
Share issues to promote stock ownership among
employees in non-French subsidiaries
1% of the
Company’s
capital(3) 1.2 Apr.23, 2009 – (2)
Nov.22, 2010
Stock options
3% of the
Company’s
capital(4)(5) 7.4 Apr.23, 2009 0.33%(6)
Jun.22, 2012
Stock grants or performance-based grants
1% of the
Company’s
capital(5) 2.5 Apr.23, 2009 0.59%(7)
Jun.22, 2012
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative and are capped at EUR1,160million in
aggregate.
(2) At its meeting on December15, 2010, the Supervisory Board authorised the Management Board to issue new shares to employees
during 2011, within a limit of 1.1% of the Company’s issued capital. The Management Board intends to use this authorisation in
June2011 to issue new shares to employees under a nonleveraged 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 7-11 (subscription or purchase) will be determined on the effective date of grant at the latest.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 249
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