APC 2010 Annual Report Download - page 252

GENERAL PRESENTATION OF SCHNEIDERELECTRICSA
7CAPITAL
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, 2007 through
share issues and the exercise of stock options:
Number of shares
issued or cancelled Aggregate number of shares Share capital
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(1) 245,299,366 EUR1,962,394,928
Employee share issue 1,999,846
Exercise of stock options 126,417
Capital at December31, 2008(2) 247,425,629 EUR1,979,405,032
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(3) 262,752,025 EUR2,102,016,200
Payment of dividend in shares 4,345,794
Employee share issue 2,151,390
Exercise of stock options 2,709,882
CAPITAL AT DECEMBER31, 2010(4) 271,959,091 EUR2,175,672,728
(1) Increase in share capital (140.8million euros), increase in additional paid-in-capital (1,133million euros).
(2) Increase in share capital (17.01million euros), increase in additional paid-in-capital (123.9million euros).
(3) Increase in share capital (122.61million euros), increase in additional paid-in-capital (555.38 million euros).
(4) Increase in share capital (73.6million euros), increase in additional paid-in-capital (561.2million euros).
Share buybacks
The Annual Shareholders’ Meeting of April23, 2009 authorised the
Company to buy back shares on the open market. This authorisation
was renewed at the Annual Shareholders’ Meeting of April22, 2010.
Pursuant to these authorisations, the Company maintained its
liquidity contract during the year but did not buy back any shares.
Details of the share buyback program submitted for approval at the
Annual and Extraordinary Shareholders’ Meeting of April21, 2011
are as follows:
•number of shares and percentage of share capital held directly
and indirectly by Schneider Electric SA as of January31, 2010:
–treasury stock: 4,582,476 shares, or 1.68% of the share
capital;
–own shares: 529shares, or 0.00% of the share capital;
–total: 4,583,005shares, or 1.68% of the share capital;
•purpose:
–the 4,582,476 shares held in treasury stock are held for
allocation on the exercise of stock options and share grants;
•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, 2011, 27,195,909shares with a par value of
EUR8;
–taking into account treasury stock and own shares at
January31, 2010 (4,583,005shares), the number of shares
that could be bought back under the authorisation comes to
22,612,904, or 8.32% of the issued capital;
•maximum purchase price and maximum aggregate amount of
share purchases:
–the maximum purchase price is set at EUR150 per share;
–share purchases may not exceed an aggregate maximum
amount of EUR4,079,386,350;
•duration:
–18months maximum, expiring on October20, 2012;
•transactions carried out pursuant to the program authorised by
the Annual Shareholders’ Meeting of 2009 and renewed by the
Annual Shareholders’ Meeting of 2010 between January1, 2010
and December31, 2010:
•transactions carried out by the Company:
–number of shares acquired: 0
–number of shares transferred since the beginning of the
program: 30,860.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC250