Connect - Schneider Electric

GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7 CAPITAL
Authorisations to issue shares
The following authorisations were given to the Management Board
at the combined Annual and Extraordinary Shareholders’ Meetings
of April 21, 2011:
1) to increase the Company’s capital by capitalising reserves,
earnings or additional paid-in-capital;
2) to increase the share capital by a maximum of EUR800 million
(200 million shares) by issuing shares or share equivalents:
• in the case of an issue with pre-emptive subscription rights, the
ceiling stands at EUR800 million (200 million shares);
• in the case of an issue without pre-emptive subscription rights,
the ceiling stands at EUR217 million (54.25 million shares) with
the possibility of:
(i) proceeding to issue by private placements of shares subject to
a ceiling of EUR108 million (27 million shares),
(ii) by issuing securities tendered to the Company within the
framework of a public exchange offer initiated by the Company
or, in the limit of 10% of capital, in payment for shares or share
equivalents of unlisted companies.
The Management Board is also authorised to increase the
number of shares or share equivalents to be issued in case of
oversubscription (subject to the overall limits defi ned above);
244 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
3) to grant existing or new Schneider Electric SA 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 1.3% of the
Company’s issued capital as of April 21, 2011;
4) to grant options to purchase new or existing shares 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 1% of the issued capital as of
April 21, 2011;
5) 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 authorisation;
6) 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
April 21, 2011 to be applied to the ceiling for the authorisation
given in 5 above.
At its meeting on December 15, 2011, the Supervisory Board
authorised the Management Board to issue new shares to
employees during 2012, within a limit of 0.9% of the Company’s
issued capital. The Management Board intends to use this
authorisation in June 2012 to issue new shares to employees under
a non-leveraged and leveraged stock ownership plan.