APC 2012 Annual Report Download - page 259

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 257
GENERAL PRESENTATION OF SCHNEIDER ELECTRICSA
7
CAPITAL
Maximum aggregate
par value of authorized
share issues Number of shares
(in millions)
Authorization
date/authorization
expires
Amount
usedat
Dec.31, 2012
I – Issues with preemptive subscription rights:
shares, warrants and other securities, giving access
immediately or in the future to the capital 800million(1) 200 04/21/2011 –(3)
06/20/2013
II – Issues without preemptive 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 217million(1 54.25 04/21/2011 –(3)
06/20/2013
b) to make private placements of shares 108million(1) (2) 27 04/21/2011
06/20/2013
c) to issue new shares as consideration for the shares
of unlisted companies 10% of the capital(1)(2) 54.4 04/21/2011 –
06/20/2013
III – Employee share issues
Share issues restricted to employees (ESPP) 2% of the capital (6) 10.8 04/21/2011 –(3)
06/20/2013
Share issues to promote stock ownership among
employees in foreign companies of the Group 1% of the capital(4)(6) 5.4 04/21/2011 –(3)
10/20/2012
Stock options 1% of the capital (6) 5.4 04/21/2011 –
06/20/2014
Bonus shares or stock options 1.3% of the capital (6) 7 04/21/2011 0.38%(5)
06/20/2014
(1) The ceilings for issues with and without preemptive subscription rights are not cumulative and are capped at EUR800million
inaggregate.
(2) Within the limit of the ceiling of EUR217million of a).
(3) At its meeting on December15, 2011, the Supervisory Board authorized 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 authorization 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capital increase, which will be reserved for members of the employee stock purchase plan, will be deducted from the amount of the
authorizations referred to in I and II a).
(4) The share capital increase that will be restricted to employees participating in the ESPP will be deducted from the ceilings authorized
inIand II a).
(5) Bonus share and stock option plans 10bis, 11bis, 12 to 14 are on existing shares or shares to be issued. The nature of the shares will be
determined on the effective date of grant at the latest. The Supervisory Board of February20, 2013 authorized the Management Board
to grant bonus shares within the limit of 0.47 % of the capital as part of the long-term incentive plan for2013.
(6) On the date of the 2011 Annual Shareholder’s Meeting the capital is EUR2,177million.