APC 2015 Annual Report Download - page 278

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC276
INFORMATION ON THE COMPANY AND ITS CAPITAL
7CAPITAL
3.3 Authorizations to issue shares
The Combined Annual and Extraordinary Shareholders’ Meetings of
April21, 2015 authorized the board of directors:
1) to increase the Company’s capital by capitalizing reserves,
earnings or additional paid-in-capital;
2) to increase the share capital by a maximum nominal value of
EUR800million (200million shares) by issuing shares or share
equivalents with a ceiling of:
–in the case of an issue with pre-emptive subscription rights, the
ceiling stands at a nominal value of EUR800million (200million
shares),
–in the case of an issue without preemptive subscription
rights, the ceiling stands at a nominal value of EUR230million
(57.5million shares) with the possibility of:
(i) proceeding to issue by private placements of shares
subject to a ceiling with a nominal value of EUR115million
(28.7million shares),
(ii) to pay for securities contributed to the Company in
connection with a public exchange offer initiated by the
Company,
(iii) within the limit of 9.8% of capital, making payment for
contributions in kind of shares or share equivalents of
unlisted companies.
These authorizations include, in case of oversubscription, the
power to increase the nominal amount of the issues within
the limit set on the ceiling on the number of shares or share
equivalents to be issued;
3) to issue new shares to members of the Employee Stock
Purchase Plan (ESPP), within a limit of 2% of the issued capital
on the date of the implementation of the authorization;
4) to issue new shares under programs to promote stock
ownership among employees in non-French companies of the
Group, within a limit of 1% of the Company’s share capital as
of May6, 2014 to be applied to the ceiling for the authorization
given in 1 above.
In addition, the following authorizations were given to the board of
directors at the Annual Shareholders’ Meeting of April25, 2013:
1) to grant existing or new shares to employees and corporate
offi
cers of the Company and its affi liates under the provisions
of article L.225-197-1 et seq. of the French Commercial Code,
within a limit of 1.8% of the Company’s issued capital as of
April25, 2013;
2) to grant stock options or share purchase options to employees
and corporate offi
cers of the Company and its affi liates under
the provisions of articles L. 225-177 and L. 225-180 of the
French Commercial Code, within a limit of 0.5% of the issued
capital as of April25, 2013.
At its meeting on Wednesday, December 9, 2015, the board of
directors authorized the issue of new shares to employees, within
a limit of 0.63% of the capital. These capital increases reserved for
employees, whether part of the Company saving plan or not, will
take place in June2016 ; the subscription prices will be set on that
date.
A recommendation will be made at the Annual Shareholders’
Meeting scheduled for April25, 2016 (see pages 291 to 305 ) to
renew the authorizations for new shares issued to employees as
well as issues of free or performance shares and stock subscription
and purchase options to employees and to corporate offi cers of the
company and affi liated companies.