APC 2012 Annual Report Download - page 283

2812012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
MANAGEMENT BOARD REPORT TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Capital increases reserved for employees
with cancellation of pre-emptive subscription
rights of shareholders
- eighteenth and nineteenth resolutions
Schneider Electric is convinced of the importance of developing
employee shareholders and has set a target of 5% of the share
capital being held by employees by 2015. Employee shareholders
currently hold 4.44% of the capital. Also, each year Schneider
Electric undertakes capital increases reserved for employees under
the authorization given by the Shareholders’ Meeting.
We remind you that the Combined Annual and Extraordinary
Shareholders’ Meetings of April 21, 2011 and May 3, 2012
authorized the Management Board, up to a limit of 2% of the
capital, to undertake capital increases reserved for employees
participating in the Company Savings Plan, and to make capital
increases reserved for employees of non-French Group companies
or entities set up to purchase shares on behalf of the employees.
This last resolution aims to allow employee shareholder operations
in certain countries where the PEE plan rules do not readily comply
with the legislation.
In accordance with these authorizations:
•the Management Board decided on June14, 2012 to issue shares
to employees who are members of the Company Savings Plan,
employees of non-French Group companies, or to entities set up
to purchase shares on behalf of Group employees. This operation
(Wesop 2012) included a classic offer to subscribe shares at a
discount of 15% or 20%, depending on the country. In addition,
in some countries, leverage (x10) was also offered. In this offer,
the shares were issued at a discount of 20%, but with payments
limited to EUR6,000. This operation was a great success, with
a participation rate of 26%. Almost 27,000employees in the 26
countries involved subscribed 0.64% of the capital at a price of
EUR36.66 or EUR34.50 per share;
• at its meeting on December 18, 2012, the Supervisory Board
authorized the Management Board to issue shares to renew the
annual employee shareholder operation in 2013, within a limit
of 4.3 million shares (nearly 0.78% of the share capital). This
program, which will include a non-leveraged and, primarily in the
new economy countries, a leveraged plan (x10), with a discount
of 15% (in France) or 20% (in other countries), will be offered in
33countries representing 90% of all employees.
The capital increase resolutions expire in 2013. To allow Schneider
Electric to pursue its policy of developing global shareholding,
it is proposed that the resolutions be renewed under the same
conditions.
The Board of Directors would have full powers to carry out capital
increases reserved for employees enrolled in the Company Savings
Plan up to the equivalent of 2% of the Company’s capital (eighteenth
resolution). Under the new authorization, the maximum discount at
which the shares could be offered is set at 20%. The maximum
nominal amount of 2% of the capital shall be deducted from the
ceilings provided for in the tenth and twelfth resolutions.
This authorization, which requires the waiver by shareholders of
their pre-emptive subscription rights in favor of employees enrolled
in a Company Savings Plan, will nullify, with effect from June20,
2013, the current delegation passed by the Shareholders’ Meeting
of April21, 2011 in its twenty-second resolution. This authorization
is valid for a period of 26months.
By the nineteenth resolution, we ask you to renew the authorization
to issue shares to carry out capital increases reserved for employees
of non-French Group companies or to entities set up on their behalf.
The authorization, which includes a shareholder waiver of their pre-
emptive subscription rights, covers 1% of the capital. The issues to
be carried out will be deducted from the ceiling of 2% of the capital
set for the issuance of shares to employees who are members of
the Employee Stock Purchase Plan. At the discretion of the Board
of Directors, the issue price will be based on either (i) the opening
or closing price of the Company’s shares quoted on the trading
day the decision of the Management Board setting the issue
price is made, or (ii) the average prices quoted for the Company’s
shares over the twenty trading days preceding the decision of the
Management Board setting the issue price under this resolution or
under the eighteenthresolution. A maximum discount of 20% may
be applied to the reference price. The discount will be determined
by the Board of Directors, taking into consideration any foreign
legal, regulatory or tax provisions that may apply to any benefi ciary
governed by foreign law.
This authorization will nullify, with effect from August 1, 2013, the
authorization granted by the Shareholders’ Meeting of May 3, 2012
in its seventeenth resolution. This authorization is valid for a period
of 18 months.
Authorization given to the Board of Directors
to cancel, where applicable, Company shares
purchased in accordance with the conditions
determined by the Shareholders’ Meeting, up
to a maximum of 10% of the capital
- twentieth resolution -
We ask you to give the Board of Directors full powers to cancel
shares representing up to 10% of the Company’s capital within
the next 24months, in order to reduce the dilutive impact of the
share issues carried out recently or to be carried out, notably upon
exercise of stock options or employee share issues.
We have not used the authorization given by the Shareholders’
Meeting of April21, 2011, which expires on April20, 2013.
All authorizations and delegations granted to the Board of Directors
under the tenth to the twentieth resolutions shall be conferred
to the Board of Directors if they are not adopted by the General
Shareholders’ Meeting in the eighth resolution on changing the
governance organization of the Company.
Finally, the thirty-ninth resolution requests the powers necessary to
carry out formalities.