APC 2014 Annual Report Download - page 281

INFORMATION ON THE COMPANY AND ITS CAPITAL
CAPITAL
Maximum aggregate
Authorizationpar value of
Number of shares Amount used atauthorized share date/authorization
issues (in millions) expires 12/31/2014
I– Issues with preferential subscription rights
shares, warrants and other securities, giving access
800million(1) 200 04/25/2013 –(3),(4) immediately or in the future to the capital
06/24/2015
II– Issues without preferential subscription rights
a) for the issue, in cash or in compensation of listed
securities, of shares, warrants and other securities
220million(1) 55 04/25/2013 –(3),(4) giving access immediately or in the future to the capital
06/24/2015
b) to make private placements of shares 110million(1)(2) 27,5 04/25/2013
06/24/2015
c) to issue new shares as consideration for the shares of 9.9% of the
57,4 04/25/2013 3.09%(3) unlisted companies capital(1)(2)
06/24/2015
III– Employee share issues
Share issues restricted to employees (ESPP) 2% of the capital(7) 11,6 05/06/2014 –(4)
07/05/2016
Share issues to promote stock ownership among
1% of the capital(5)(7) 5,8 05/06/2014 –(4) employees in foreign companies of the Group
11/05/2015
Stock options 0.5% of the capital(7) 2,8 04/25/2013 –
06/24/2016
Free shares or performance shares 1.8% of the capital(7) 10 04/25/2013 0.52%(6)
06/24/2016
The overall ceiling for issues are capped at EUR800million inaggregate.(1)
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16, 2014, the board of directors authorized the issue of new shares to employees, within a limit of 0.46% of (4)
the capital. These new shares issued to employees, part of the Company saving plan or not, under a non-leveraged stock ownership
plan, will take place in June2015; the subscription prices will be set on that date. Thecapital increase restricted to employees (ESPP) will
be deducted from the amount of the authorizations referred to in I and II a). In addition, new shares to employees issued in 2014 are
counted partially towards these amounts, and resulted in the issue of 3.7million shares.
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 March31, 2014, allocated 2.9million shares as part of the long-term incentive plan for 2014. The board of (6)
directors of December16, 2014 decided to grant performance shares at the end of March2015 within the limit of 2.9million shares
(0.49% of the capital) as part of the long-term incentive plan for2015.
On the date of the 2014 Annual Shareholder’s Meeting, i.e., a capital of EUR2,318million.(7)
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