APC 2011 Annual Report Download - page 245

2432011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
GENERAL PRESENTATION OF SCHNEIDERELECTRICSA
7
CAPITAL
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3. Capital
Share capital and voting rights
if the number of shares or voting rights held falls below one of the
thresholds defi ned above. In the case of failure to comply with
these disclosure obligations, the shares in excess of the disclosure
threshold will be stripped of voting rights at the request of one or
several shareholders owning at least 2.5% of the Company’s capital,
subject to compliance with the relevant provisions of the law. These
disclosure thresholds were approved by the combined Annual and
Extraordinary Shareholders’ Meetings of June 27, 1995, May 5,
2000 and April23, 2009.
Identifiable holders of bearer shares (article7 paragraph3 of the articles ofassociation)
As approved by the combined Annual and Extraordinary Shareholders’ Meetings of June30, 1988 and May5, 2000, the Company may at
any time request that Euroclear identify holders of bearer shares carrying voting rights either immediately or in the future.
The Company’s share capital at December31, 2011 amounted to EUR2,195,772,096, represented by 548,943,024shares with a par value
of EUR4, all fully paid up. At December31, 2011, 584,722,100voting rights were attached to the 548,943,024outstanding shares.
Potential capital
Sale of shares (article8 of the articles of association)
The Company’s shares are transferable and negotiable.
At December31, 2011, stock options granted under:
•stock option plans23 to 29 represented 6,129,752shares;
•3,729,896 shares for share subscription or purchase plans,
plans 30 to 33; the type of options (share subscription or
purchase options) will be determined at a later date by the
Management Board;
•5,006,689 shares under the performance shares or stock
grant plans relating to existing shares or shares to be issued,
plans6 and 7 and 9 to 14; the origin of these shares (existing
shares or shares to be issued) will be determined later by the
ManagementBoard;
•in addition, as part of employee share issues, the Company has
issued 99,148share subscription warrants;
Together, these plans represent a total of 14,965,485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,
performance shares and warrants would be 2.73% of share capital
at December31, 2011.