APC 2014 Annual Report Download - page 280

7INFORMATION ON THE COMPANY AND ITS CAPITAL
CAPITAL
Authorizations to issue shares
The Combined Annual and Extraordinary Shareholders’ Meetings L.225-180 of the French Commercial Code, within a limit of
of April25, 2013 authorized the board of directors: 0.5% of the issued capital as of April25, 2013;
In addition, the following authorizations were given to the board of
to increase the Company’s capital by capitalizing reserves,1)
directors at the General Meeting of May6, 2014:
earnings or additional paid-in-capital;
to increase the share capital by a maximum nominal value of
2) to issue new shares to members of the Employee Stock1)
EUR800million (i.e., 200million shares) by issuing shares or Purchase Plan (ESPP), within a limit of 2% of the issued
share equivalents with a ceiling of: capital on the date of the implementation of the
authorization.
in the case of an issue with preferential subscription rights,
–
the ceiling stands at a nominal value of EUR800million (i.e., to issue new shares under programs to promote stock2)
200million shares), ownership among employees in non-French companies of
the Group, within a limit of 1% of the Company’s share
in the case of an issue without preferential subscription
–
capital as of May6, 2014 to be applied to the ceiling for the
rights, the ceiling stands at a nominal value of authorization given in 1 above.
EUR220million (i.e., 55million shares) with the possibility of:
proceeding to issue by private placements of shares
(i)
On July30, 2013, the board of directors decided, and then ratified
subject to a ceiling of EUR110million (i.e., 27.5million
that decision on August8, 2013, within the framework of the
shares),
acquisition of Invensys plc by Schneider Electric by means of a
scheme of arrangement, to increase the capital in consideration for
to pay for securities contributed to the Company in(ii)
the contribution in kind to Schneider Electric of common shares in
connection with a public exchange offer initiated by the
Invensys 1B. On January17, 2014, this capital increase resulted in
Company,
the issue of 17,207,427 shares with a nominal value of EUR4 each
within the limit of 9.9% of capital, making payment for(iii)
with the same rights as the existing shares and accordingly entitled
contributions in kind of shares or share equivalents of
to the dividend for the year 2013.
unlisted companies.
On December16, 2014, the board of directors authorized the
These authorizations include, in case of oversubscription, the issue of new shares to employees, within a limit of 0.46% of the
power to increase the nominal amount of the issues within the limit capital. This capital increase reserved for employees, who are part
set on the ceiling on the number of shares or share equivalents to of the ESPP or not, under a non-leveraged and leveraged stock
be issued; ownership plan, will take place in June2015; the subscription
to grant existing or new shares to employees and corporate3)
prices will be set on that date.
officers of the Company and its affiliates under the provisions
The General Meeting to be held on April21, 2015, (see pages 302
of articleL.225-197-1 et seq. of the French Commercial
to 304) will be asked to renew all of the authorizations for the
Code, within a limit of 1.8% of the Company’s issued capital
issuance of new shares as well as issuance of shares reserved to
as of April25, 2013;
employees.
to grant stock options or share purchase options to4)
employees and corporate officers of the Company and its
affiliates under the provisions of articlesL.225-177 and
278 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC