APC 2012 Annual Report Download - page 260

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC258
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 additional paid-in-capital since December31, 2009 through
share issues and the exercise of stock options:
Number of shares
issued or cancelled Cumulative number of shares Share capital
Payment of dividend in shares 11,967,608*
Employee share issue 2,488,297*
Exercise of stock options 870,491*
Capital at 12/31/2009 (1) 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 12/31/2010(2) 271,959,091* EUR2,175,672,728
Employee share issue 3,855,632
Exercise of stock options and performance shares issued 1,169,210
Capital at 12/31/2011(3) 548,943,024 EUR2,195,772,096
Employee share issue 3,521 ,812
Exercise of stock options and performance shares issued 2,952,178
CAPITAL AT 12/31/2012(4) 555,417,014 EUR2,221,668,056
* Not adjusted for the two-for-one share split on September2, 2011.
(1) Increase in share capital (EUR122.61million), increase in additional paid-in-capital (EUR555.38million).
(2) Increase in share capital (EUR73.6million), increase in additional paid-in-capital (EUR561.2million).
(3) Increase in share capital (EUR20.1million), increase in additional paid-in-capital (EUR194.7million).
(4) Increase in share capital (EUR25.9 million), increase in additional paid-in-capital (EUR195.5million).
Share buybacks
The Annual Shareholders’ Meeting of April21, 2011 authorized the
Company to buy back shares. This authorization was renewed at
the Annual Shareholders’ Meeting of May3, 2012.
Pursuant to these authorizations, the Company did not buy back
any shares during the year.
Details of the share buyback program submitted for approval at the
Annual Shareholders’ Meeting of April25, 2013 are as follows:
•number of shares and percentage of share capital held directly
and indirectly by Schneider ElectricSA (as of February 28, 2013):
–own shares: 8,580,080 shares, or 1.54 % of the share capital,
–treasury stock: 1,058 shares,
–total: 8,581,138 shares, or 1.54 % of the share capital;
•overview of purposes for which shares have been held:
–the 8,581,080 shares held in own shares are held for allocation
on the exercise of stock options and performance shares;
•buyback plan objectives:
–reduce the capital by cancelling shares,
–hold shares for allocation on the exercise of stock option plans
or performance shares plans or to permit the conversion of
convertible debt securities,
–maintenance and subsequent remission of existing shares in
exchange or in payment instead of a capital increase when
fi nancing external growth,
–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
Shareholders’ Meeting, representing, on the basis of the issued
share capital at February 28 , 2013, a total of 55,612,519
Schneider ElectricSA shares with a par value of EUR4,
–taking into account treasury stock and own shares at
February 28 , 2013 (8,581,138 shares), the number of shares
that could be bought back under the authorization comes to
47,031,381 shares, or 8.46 % of the issued capital;
•maximum purchase price and maximum aggregate amount of
share purchases the fund may enter into:
–the maximum purchase price is set at EUR75 per share,
–share purchases may not exceed an aggregate maximum
amount of EUR4,170,938,925 ;
•duration of the buyback program:
–18months maximum, expiring on October24, 2014;