APC 2015 Annual Report Download - page 279

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 277
INFORMATION ON THE COMPANY AND ITS CAPITAL
7
CAPITAL
Maximum par
value of authorized
capital increases Number of shares (millions)
Authorization
date/authorization
expires
Amount used at
Dec.31, 2015
(in millions of shares)
I – Issues with pre-emptive subscription rights
forshares or warrants,
or other securities, giving access immediately
or in the future to the capital 800million(1) 200 Apr.21,2015 (3)
June20/2017
II – Issues without pre-emptive subscription rights
a) for the issue, in cash or in compensation of listed
securities, of shares, warrants and other securities
giving access immediately or in the future to the capital 230million(1) 57.5 Apr.21, 2015 (3)
June20, 2017
b) to make private placements of shares 115million(1)(2) 28.7 Apr.21, 2015
June20, 2017
c) to issue new shares as consideration for unlisted AFS
9.8% of the
capital(1)(2) 57.5 Apr.21, 2015
June20, 2017
III– Employee share issues
Company savings plan 2% of the capital(6) 11.8 Apr.21, 2015 0.8(3)
June20, 2017
Share issues to promote stock ownership among
employees in foreign companies of the Group
1% of the
capital(4)(6) 5.9 Apr.21, 2015 1.6(3)
Oct.20, 2016
Stock options
0.5% of the
capital(7) 2.8 Apr.25, 2013 –
June24, 2016
Free shares or performance shares
1.8% of the
capital(7) 10 Apr.25,2013 5.8(5)
June24, 2016
(1) The overall ceiling for issues are capped at EUR800million in aggregate.
(2) Within the limit of the ceiling of EUR230million of a).
(3) At its meeting on December9, 2015, the board of directors authorized the capital increase reserved for employees, within a limit of
0.63% of the capital. These capital increases reserved for employees, whether part of the c ompany saving plan or not, under a non-
leveraged stock ownership plan, will take place in June2016. The subscription prices will be set on that date. The capital increase
restricted to employees who are members of the c ompany savings plan will be deducted from the amount of the authorizations referred
to in I and II a). In addition, capital increases reserved for employees issued in 2015 are counted towards these amounts, and resulted
in the issue of 2.4million shares.
(4) Issues of shares to entities reserved for employees in non-French subsidiaries will be deducted from the ceiling for capital increases
restricted to employees who are members of the c ompany savings plan.
(5) At the board of directors’ meeting on March31, 2014, 2.9million shares were granted under the 2014 long-term incentive plan. The
board of directors of March27, 2015 granted 2.9million performance shares (0.49% of the capital) as part of the long-term incentive
plan for2015. The board of directors of February16, 2016 decided to grant performance shares at the end of March2016 up to
3.2 million shares (0.54 % of the capital) as part of the long-term incentive plan for2016.
(6) On the date of the 2015 Annual Shareholder’s Meeting, the capital is EUR2,340million.
(7) On the date of the 2013 Annual Shareholder’s Meeting, the capital is EUR2,226million.