APC 2011 Annual Report Download - page 247

2452011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
GENERAL PRESENTATION OF SCHNEIDERELECTRICSA
7
CAPITAL
At the Annual Shareholders’ Meeting to be held in May2012 (see pages270 - 271 ), the Management Board will ask shareholders to renew
the authorisation for the issuance of new shares under programs to promote stock ownership among employees in non-French companies
of the Group, that will expire on October2012.
Maximum
aggregate
par value of
authorised share
issues Number of shares
(inmillions)
Authorisation
date/ authorisation
expires Amount used at
Dec. 31, 2011
I – Issues with pre-emptive subscription rights:
shares, warrants and other securities, giving access
immediately or in the future to the capital EUR800million (1) 200 Apr.21, 2011 –(3)
Jun.20, 2013
II – Issues without pre-emptive subscription rights:
a) for the issue, in cash or listed securities, of shares,
warrants and other securities giving access immediately
or in the future to the capital EUR217million (1) 54.25 Apr.21, 2011 –(3)
Jun .20, 2013
b) to make private placements of shares 108million (1) (2) 27 Apr.21, 2011
Jun .20, 2013
c) to issue new shares as consideration for the shares
of unlisted companies
10% of the
Company’s capital
(1) (2) 54.4 Apr.21, 2011 –
Jun .20, 2013
III – Employee share issues
Share issues restricted to employees (ESPP)
2% of the
Company’s
capital (6) 10.8 Apr.21, 2011 –(3)
Jun.20, 2013
Share issues to promote stock ownership among
employees in foreign companies of the Group
1% of the
Company’s
capital (4) (6) 5.4 Apr.21, 2011 –(3)
Oct.20, 2012
Stock options
1% of the
Company’s
capital (6) 5.4 Apr.21, 2011 -
Jun.20, 2014
Stock grants or performance-based grants
1.3% of the
Company’s
capital (6) 7 Apr.21, 2011 0.38%(5)
Jun.20, 2014
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative and are capped at EUR800million in
aggregate.
(2) With a EUR217million ceiling of a).
(3) At its meeting on December15, 2011, the Supervisory Board authorised the Management Board to issue new shares to employees
during 2012, within a limit of 0.9% of the Company’s issued capital. The Management Board intends to use this authorisation in
June2012 to issue new shares to employees, part of the ESPP or not, under a non-leveraged and leveraged stock ownership plan. The
share capital increase that will be restricted to emplyees part of the ESPP will be deducted from the ceilings authorised in I and II a).
(4) Issues of shares restricted to employees in non-French subsidiaries will be deducted from the ceiling for employee share issues (ESPP).
(5) The nature of stock grant or performance plans 10bis, 11bis, 12 to 14 (subscription or purchase) will be determined on the effective
date of grant at the latest.
(6) On the date of the Annual Shareholder’s Meeting the capital is EUR2,177million.