APC 2015 Annual Report Download - page 307

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 305
ANNUAL SHAREHOLDERS’ MEETING
8
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Capital increases reserved for employees with
cancelation of pre-emptive subscription rights of
shareholders – Twenty-first and Twenty-second
Resolutions
Schneider Electric is convinced of the importance of developing the
company’s employee shareholder base and issues new shares to
employees each year. As of December 31, 2015, employees held
3.8% of the capital.
We remind you that the Twentieth and the Twenty-fi rst Resolutions of
the Annual Shareholders’ Meeting of April21, 2015, authorized the
board of directors to issue shares reserved for employees participating
in the Employee Stock Purchase Plan within the limit of 2% of the share
capital, and to issue shares reserved for employees of foreign Group
companies or entities set up on their behalf, within the limit of 1% of
the share capital.
As part of these authorizations, at its meeting of December9, 2015, the
board of directors decided to renew the annual employee shareholder
plan in 2016, within a limit of 3million shares (approximately 0.51% of
the capital). This plan, which will not include a leveraged offer, will be
offered in 32 countries representing more than 80% of the Group’s
employees. The shares will be offered with a discount on the stock price
of between 15% (for subscribers in France) and 20% (for subscribers
outside France) and a maximum employer contribution of €1,400.
Your c ompany carried out capital increases reserved for Group
employees in 2015 (WESOP 2015). These transactions are presented
o n page278 of this registration document.
To allow for the implementation of a new global employee share
ownership plan in 2017, you are asked to renew these authorizations
under the same conditions subject to the following reservation. To
encourage employee shareholders outside France to hold shares for
a long period of time, your board of directors intends to use the option
granted by law of applying a discount of over 20%.
Such is the purpose of the Twenty-fi rst and Twenty-second Resolutions.
Under the Twenty-first Resolution, you are asked to grant the board
of directors the authority to carry out capital increases reserved for
employees members of the Employee Stock Purchase Plan within the
limit of 2% of the company’s capital, with the proviso that the maximum
discount at which the shares could be offered is set at 20%.
This authority requires shareholders to waive their pre-emptive
subscription right in favor of members of the Employee Stock Purchase
Plan. It is valid for a period of 26 months; the authority in force as voted
by the Annual Shareholders’ Meeting of April21, 2015 in its Twentieth
Resolution shall cease to be effective as from June24, 2016.
The maximum nominal amount of capital increases carried out on
the basis of the Twentieth Resolution will be deducted from the
ceilings outlined in the Fourteenth and Sixteenth Resolutions of the
Shareholders’ Meeting of April21, 2015.
Under the Twenty-second Resolution, we ask you to renew the
authorization to carry out capital increases reserved for employees of
non-French Group companies or to entities set up on their behalf. We
remind you that the authorization will not exceed 1% of the capital. The
issues to be carried out will be deducted from the ceiling of 2% of the
capital set for the issuance of shares to employees who are members
of the Employee Stock Purchase Plan. At the discretion of the board
of directors, the issue price will be based on either (i) the opening or
closing price of the company’s shares quoted on the trading day on
which the decision of the Board or its delegate setting the issue price
is made, or (ii) the average of the opening or closing prices quoted for
the company’s shares over the 20 trading days preceding the decision
of the Board or its delegate setting the issue price under the Twentieth
Resolution of this Annual Shareholders’ Meeting. A maximum discount
of 20% may be applied in relation to the benchmark stock price, which
may be increased to 25% if the share lock-in period of fi ve years is
increased to at least seven years. The application of such discounts
will be assessed by the board of directors in consideration, in particular,
of the legal, regulatory and tax regulations of the foreign legal system
applicable to benefi ciaries of the issue. The maximum discount
of 25%, if applied, will only be applied for a very limited number of
countries. Issues performed will be deducted from the ceiling of 2%
provided for by the Twenty-fi rst resolution.
This authorization is valid for a period of 18 months and may only
be used on or after August1, 2016. As from August1, 2016, it
shall supersede the existing authorization granted in the Twenty-fi rst
resolution adopted by the Annual Shareholders’ Meeting of April21,
2015 for the amounts remaining unused at July31, 2016.
Finally, under the Twenty-third Resolution we request you to grant
us the powers necessary to carry out the formalities.