APC 2013 Annual Report Download - page 281

INFORMATION ON THE COMPANY AND ITS CAPITAL
CAPITAL
Maximum aggregate
Authorizationnominal value of
Number of Amount usedatauthorized share date/authorization
issues shares (in million) expires 12/31/2013
I– Issues with preemptive subscription rights,
shares, warrants and other securities, giving access
800million(1) 200 25/04/2013 – (3),(4) immediately or in the future to the capital
24/06/2015
II– Issues without preemptive subscription rights:
a) for the issue, in cash or listed securities, of shares,
warrants and other securities giving access immediately
220million(1) 55 25/04/2013 – (3),(4)
or in the future to the capital
24/06/2015
b) to make private placements of shares 110million(1)(2) 27,5 25/04/2013
24/06/2015
c) to issue new shares as consideration for the shares 9.9% of the
57,4 25/04/2013 3,09%(3) of unlisted companies capital(1)(2)
24/06/2015
III– Employee share issues
Share issues restricted to employees (ESPP) 2% of the capital(7) 11,2 25/04/2013 (4)
24/06/2015
Share issues to promote stock ownership among
1% of the capital(5)(7) 5,6 25/04/2013 (4) employees in foreign companies of the Group
24/10/2014
Stock options 0.5% of the capital(7) 2,8 25/04/2013 –
24/06/2016
Bonus shares or stock options 1.8% of the capital(7) 10 25/04/2013 (6)
24/06/2016
The overall ceiling for issues with and without preemptive subscription rights are not cumulative and are capped at EUR800million (1)
inaggregate.
Within the limit of the ceiling of EUR220million of a).(2)
The board of directors of July30 and August8, 2013, decided to increase the capital in consideration for the contribution in kind to (3)
Schneider Electric of common shares in Invensys 1B. On January17, 2014, this capital increase resulted in the issue of 17,207,427
shares representing 3.09% of the capital on April25, 2013.
At its meeting on December17, 2013, the board of directors authorized the issue of new shares to employees, within a limit of 0.77% of (4)
the capital. These new shares issued to employees, part of the company saving plan or not, under a non-leveraged and leveraged stock
ownership plan, will take place in June2014; the subscription prices will be set on that date. Thecapital increases will be deducted from
the amount of the authorizations referred to in I and II a).
Issues of shares to entities reserved for employees in non-French subsidiaries will be deducted from the ceiling for employee share (5)
issues (ESPP).
The board of directors of December17, 2013 decided to grant performance shares at the end of March2014 within the limit of (6)
2.9million shares (0.52% of the capital) as part of the long-term incentive plan for2014.
On the date of the 2013 Annual Shareholder’s Meeting, the capital is EUR2,226million.(7)
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