APC 2012 Annual Report Download - page 258

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC256
GENERAL PRESENTATION OF SCHNEIDER ELECTRICSA
7CAPITAL
Authorizations to issue shares
The following authorizations were given to the Management Board
at the Combined Annual and Extraordinary Shareholders’ Meetings
of April21, 2011:
1) to increase the Company’s capital by capitalizing reserves,
earnings or additional paid-in-capital;
2) to increase the share capital by a maximum nominal value of
EUR800million (200million shares) by issuing shares or share
equivalents:
–in the case of an issue with preemptive subscription rights, the
ceiling stands at a nominal value of EUR800million (200million
shares),
–in the case of an issue without preemptive subscription
rights, the ceiling stands at a nominal value of EUR217million
(54.25million shares) with the possibility of:
(i) proceeding to issue by private placements of shares
subject to a ceiling of EUR108million (27million shares),
(ii) issuing securities tendered to the Company within the
framework of a public exchange offer initiated by the
Company or, in the limit of 10% of capital, in payment for
shares or share equivalents of unlisted companies.
The Management Board is also authorized to increase
the number of shares or share equivalents to be issued
in case of oversubscription, subject to the limits defi ned
for eachone);
3) to grant existing or new Schneider Electric SA shares to
employees and corporate offi cers of the Company and its
affi liates under the provisions of article L.225-197-1 et seq.
of the French Commercial Code, within a limit of 1.3% of the
Company’s issued capital as of April21, 2011;
4) to grant options to purchase new or existing shares to
employees and corporate offi cers of the Company and
its affi liates under the provisions of articles L.225-177 and
L.225-180 of the French Commercial Code, within a limit of 1%
of the issued capital as of April21, 2011;
5) to issue new shares to members of the Employee Stock
Purchase Plan (ESPP), within a limit of 2% of the issued capital
on the date of the implementation of the authorization.
The Combined Annual and Extraordinary Shareholders’ Meeting
of May3, 2012 authorized the Management Board to issue new
shares under programs to promote stock ownership among
employees in non-French companies of the Group, within a limit of
1% of the Company’s share capital as of May3, 2012 to be applied
to the ceiling for the authorization given in 5 above.
At its meeting on December 18, 2012, the Supervisory Board
authorized the Management Board to issue new shares to
employees during2013, within a limit of 0.78% of the Company’s
issued capital. The Management Board intends to use this
authorization in June2013 to issue new shares to employees under
a non-leveraged and leveraged stock ownership plan.
It will be proposed at the Annual Shareholders’ Meeting to be
held in April2013 (see pages 306 and 307 ) that all delegations or
authorizations listed above be renewed.