APC 2015 Annual Report Download - page 280

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC278
INFORMATION ON THE COMPANY AND ITS CAPITAL
7CAPITAL
3.4 Three-year summary of changes in capital
3.5 Share buybacks
The Annual Shareholders’ Meeting of May6, 2014 authorized the
company to buy back shares. This authorization was renewed at
the Annual Shareholders’ Meeting of April21, 2015.
Pursuant to these authorizations, the Company bought back
10 ,623 ,464 of its own shares during the year.
Details of the share buyback program submitted for approval at the
Annual Shareholders’ Meeting of Monday, April 25, 2016 are as
follows:
•number of shares and percentage of share capital held directly
and indirectly by Schneider Electric SE (as of February29 , 2016):
–own shares: 25,307,182 shares, i.e. 4,30 % of share capital,
–treasury stock: 1,058 shares,
–total: 25,308,240 shares, i.e. 4,30 % of share capital;
•overview of purposes for which shares have been held:
–the 25,307,182 shares held in own shares are held for allocation
on the exercise of stock options or performance shares,
•share buyback program objectives:
–reduce the capital by canceling shares,
–hold shares for allocation on the exercise of stock option plans
or performance shares plans or to permit the conversion of
convertible debt securities,
–maintenance and subsequent remission of existing shares in
exchange or in payment instead of a capital increase when
fi nancing external growth,
–market making under a liquidity agreement;
•maximum number of shares that may be acquired:
–10% of the issued share capital as of the date of the Annual
Shareholders’ Meeting, representing, on the basis of the issued
share capital at February 29 , 2016, a total of 58,873,559
Schneider Electric SE shares with a nominal value of EUR4,
–taking into account treasury stock and own shares at
February 29 , 2016 (25,308,240  shares), the number of
shares that could be bought back under the authorization is
33,565,319 or 5,7 % of the capital as at February29 , 2016;
•maximum purchase price and maximum aggregate amount of
share purchases the fund may enter into:
–the maximum purchase price is set at EUR90 per share,
–EUR5,298,620,310 ;
•duration of the buyback program:
–18 months maximum, expiring on October24, 2017;
•transactions carried out pursuant to the program authorized by
the Annual Shareholders’ Meeting 2014 and renewed by the
Annual Shareholders’ Meeting 2015 between January1, 2015
and February29 , 2016:
–transactions carried out by the company:
– number of shares acquired: 12,646,834 ,
– number of shares transferred since the beginning of
theprogram: 631,766 .
The following table shows changes in Schneider ElectricSA’s share capital and additional paid-in-capital since December31, 2012 through
capital increases and the exercise of stock options:
Number of shares
issued or canceled Cumulative number of shares Total
Employee share issue 3,521,812
Exercise of stock options and performance shares issued 2,952,178
Capital at Dec.31, 2012(1) 555,417,014 EUR2,221,668,056
Employee share issue 2,752,071
Exercise of stock options and performance shares issued 3,788,938
Capital at Dec.31, 2013(2) 561,958,023 EUR2,247,832,092
Increase in share capital as a result of the contribution of Invensys shares 17,207,427
Employee share issue 3,717,865
Exercise of stock options and performance shares issued 1,807,827
Capital at Dec.31, 2014(3) 584,691,142 EUR2,338,764,568
Employee share issue 2,413,939
Exercise of stock options, warrants and performance shares issued 1,629,391
CAPITAL AT DEC.31, 2015(4) 588,734,472 EUR2,354,937,888
(1) Increase in share capital (EUR25.9million), increase in additional paid-in-capital (EUR195.5million).
(2) Increase in share capital (EUR26.1million), increase in additional paid-in-capital (EUR208.5million).
(3) Increase in share capital (EUR90.9million), increase in additional paid-in-capital (EUR1,137.1million).
(4) Increase in share capital (EUR16.2million), increase in additional paid-in-capital (EUR 141.02million).