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7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA SHAREHOLDERS’ RIGHTS AND OBLIGATIONS 2 – Ceiling on voting rights (article 24 of the articles of association) At the Annual Meeting, no shareholder may exercise more than 10% of the total voting rights attached to the Company’s shares. The 10% ceiling is calculated on the basis of the single voting rights held directly and proxies held by the shareholder concerned. If the shareholder holds or represents shares carrying double voting rights, the limit may be raised to 15%, provided that the 10% ceiling is exceeded solely by virtue of the double voting rights. To apply these provisions: • the total number of voting rights is calculated on the date of the Meeting and announced to shareholders when the Meeting is called to order; • the number of voting rights held directly and indirectly include those attached to shares owned by a shareholder personally, those attached to shares held by a legal entity over which the shareholder exercises control, as defi ned in article L.233-3 of the French Commercial Code, and those attached to shares assimilated to shares owned, as defi ned by article L.233-7 et seq. of the French Commercial Code; 242 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC • proxies returned to the Company that do not appoint a representative are subject to the above ceilings. However, these ceilings do not apply to the Meeting Chairman voting on behalf of such proxies. The above ceilings will no longer apply, without it being necessary to put the matter to the vote at a further Annual and Extraordinary Meeting, if any individual or legal entity, acting alone or jointly with one or other individuals or legal entities, acquires or increases its stake to at least two-thirds of the Company’s capital through a public tender offer for all the Company’s shares. In this case, the Management Board will place on record the lifting of the above ceilings and will amend the articles of association accordingly. The ceiling on voting rights was approved by the combined Annual and Extraordinary Shareholders’ Meeting of June 27, 1995. In accordance with article L.225-96, paragraph 1 of the French Commercial Code, any amendment to the articles of association must be approved by shareholders in Extraordinary Meeting, by a majority of at least two-thirds of the voting rights represented by shareholders in attendance or participating by proxy. Income appropriation (article 26 of the articles of association) Net income for the year less any losses brought forward from prior years is appropriated in the following order: • 5% to the legal reserve (this appropriation is no longer required once the legal reserve represents one tenth of the capital, provided that further appropriations are made in the case of a capital increase); • to discretionary reserves, if appropriate, and to retained earnings; • to the payment of a dividend. The Annual Meeting may decide to offer shareholders the opportunity to receive the dividend in cash or in the form of new shares of common stock. Dividends not claimed within fi ve years from the date of payment become time-barred and are paid over to the State in accordance with the law. Types of shares (article 7 paragraph 1 of the articles of association) Shareholders may elect to hold their shares in registered or bearer form. To establish proof of ownership, the shares must be recorded in the shareholder’s account in accordance with the procedures and conditions defi ned by current legislation and regulations. Disclosure thresholds (article 7 paragraph 2 of the articles of association) The articles of association stipulate that any individual or legal entity that owns or controls (as these terms are defi ned in article L.233- 9 of the French Commercial Code) directly or indirectly, shares or voting rights representing at least 1% of the total number of shares or voting rights outstanding, or a multiple thereof, is required to disclose the total number of shares, voting rights and share equivalents held directly, indirectly or in concert to the Company by registered letter with return receipt requested, within fi ve trading days of the disclosure threshold being crossed. In addition, effective November 1, 2009 the shareholder must notify the Company, in the disclosure letter, of the number of existing shares it is entitled to acquire by virtue of agreements or fi nancial instruments referred to in point b) of the third paragraph of article L.233-7 of the French Commercial Code and of the number of existing shares covered by any agreement or fi nancial instrument referred to in point c) of said paragraph. Shareholders are also required to notify the Company
if the number of shares or voting rights held falls below one of the thresholds defi ned above. In the case of failure to comply with these disclosure obligations, the shares in excess of the disclosure threshold will be stripped of voting rights at the request of one or several shareholders owning at least 2.5% of the Company’s capital, subject to compliance with the relevant provisions of the law. These > 3. Capital Share capital and voting rights GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA CAPITAL disclosure thresholds were approved by the combined Annual and Extraordinary Shareholders’ Meetings of June 27, 1995, May 5, 2000 and April 23, 2009. Identifiable holders of bearer shares (article 7 paragraph 3 of the articles of association) As approved by the combined Annual and Extraordinary Shareholders’ Meetings of June 30, 1988 and May 5, 2000, the Company may at any time request that Euroclear identify holders of bearer shares carrying voting rights either immediately or in the future. Sale of shares (article 8 of the articles of association) The Company’s shares are transferable and negotiable. The Company’s share capital at December 31, 2011 amounted to EUR2,195,772,096, represented by 548,943,024 shares with a par value of EUR4, all fully paid up. At December 31, 2011, 584,722,100 voting rights were attached to the 548,943,024 outstanding shares. Potential capital At December 31, 2011, stock options granted under: • stock option plans 23 to 29 represented 6,129,752 shares; • 3,729,896 shares for share subscription or purchase plans, plans 30 to 33; the type of options (share subscription or purchase options) will be determined at a later date by the Management Board; • 5,006,689 shares under the performance shares or stock grant plans relating to existing shares or shares to be issued, plans 6 and 7 and 9 to 14; the origin of these shares (existing shares or shares to be issued) will be determined later by the Management Board; • in addition, as part of employee share issues, the Company has issued 99,148 share subscription warrants; Together, these plans represent a total of 14,965,485 shares. The potential maximum dilution in case of issue of all the shares as a result of the exercise of options to subscribe, stock grants, performance shares and warrants would be 2.73% of share capital at December 31, 2011. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 243 7
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Registration Document 2011 Financia
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Registration Document Financial and
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distinctions that are both an achie
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Interview with Schneider Electric r
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Supervisory Board (as of February 2
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Sales by geography 18% Rest of the
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2011 in brief Growth and acquisitio
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and IT managers will now be able to
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1 Description of the Group, and its
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1.3 The emergence of sustainable ci
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DESCRIPTION OF THE GROUP, AND ITS S
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2. Leader in an industry of the fut
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Specifiers: in search of efficient
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3.2 A platforms strategy The growin
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Diversified partnerships In additio
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4. Organisational simplicity DESCRI
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These procedures include quarterly
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The Group may be exposed to the ris
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Legal risks The Group’s products
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• in North America, a captive ins
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2 Sustainable development 1. Sustai
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Open dialogue with stakeholders Cus
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT SUSTAINAB
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2 SUSTAINABLE DEVELOPMENT GREEN AND
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2 SUSTAINABLE DEVELOPMENT SCHNEIDER
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2 SUSTAINABLE DEVELOPMENT COMMITTED
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SUSTAINABLE DEVELOPMENT 2 INDICATOR
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2 SUSTAINABLE DEVELOPMENT 106 REGIS
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3 SUPERVISORY CORPORATE GOVERNANCE
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3 CORPORATE GOVERNANCE SUPERVISORY
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3 CORPORATE GOVERNANCE ORGANISATION
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3 CORPORATE GOVERNANCE MANAGEMENT B
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3 CORPORATE GOVERNANCE MANAGEMENT I
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3 CORPORATE GOVERNANCE REGULATED AG
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142 2011 REGISTRATION DOCUMENT SCHN
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4 TRENDS BUSINESS REVIEW IN SCHNEID
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4 BUSINESS REVIEW REVIEW OF THE CON
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4 BUSINESS REVIEW REVIEW OF THE CON
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4 BUSINESS REVIEW REVIEW OF THE PAR
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5 CONSOLIDATED CONSOLIDATED FINANCI
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5 CONSOLIDATED FINANCIAL STATEMENTS
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