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GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7 CAPITAL
Three-year summary of changes in capital
The following table shows changes in Schneider Electric SA’s share capital and additional paid-in-capital since December 31, 2008 through
share issues and the exercise of stock options:
The Annual Shareholders’ Meeting of April 22, 2010 authorised the
Company to buy back shares. This authorisation was renewed at
the Annual Shareholders’ Meeting of April 21, 2011.
Pursuant to these authorisations, the Company did not buy back
any share during the year.
Details of the share buyback programme submitted for approval at
the Annual Shareholders’ Meeting of May 3, 2012 are as follows:
• number of shares and percentage of share capital held directly
and indirectly by Schneider Electric SA (as of March 13 , 2012 ):
– treasury stock: 8,574,460 shares, or 1.56 % of the share
capital,
– own shares: 1,058 shares,
– total: 8,575,518 shares, or 1.56 % of the share capital;
• overview of purposes for which shares have been held:
– the 8,574,460 shares held in treasury stock are held for
allocation on the exercise of stock options and performance
shares;
• buyback plan objectives:
– reduce the capital by cancelling 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,
– fi nance a future acquisition (rather than issue new shares at the
time of the acquisition),
– market making under a liquidity agreement;
246 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
Number of shares issued
or cancelled
Cumulative number of
shares Share capital
Employee share issue 1,999,846*
Exercise of stock options 126,417*
Capital at December 31, 2008 (1) 247,425,629* EUR1,979,405,032
Payment of dividend in shares 11,967,608*
Employee share issue 2,488,297*
Exercise of stock options 870,491*
Capital at December 31, 2009 (2) 262,752,025* EUR2,102,016,200
Payment of dividend in shares 4,345,794*
Employee share issue 2,151,390*
Exercise of stock options 2,709,882*
Capital at December 31, 2010 (3) 271,959,091* EUR2,175,672,728
Employee share issue 3,855,632
Exercise of stock option and performance shares issued 1,169,210
CAPITAL AT DECEMBER 31, 2011 (4) 548,943,024 EUR2,195,772,096
* Not adjusted for the two-for-one share split on September 2, 2011.
(1) Increase in share capital (EUR17.01 million), increase in additional paid-in-capital (EUR123.9 million).
(2) Increase in share capital (EUR122.61 million), increase in additional paid-in-capital (EUR555.38 million).
(3) Increase in share capital (EUR73.6 million), increase in additional paid-in-capital (EUR561.2 million).
(4) Increase in share capital (EUR20.1 million), increase in additional paid-in-capital (EUR194.7 million).
Share buybacks
• 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 28, 2012, a total of
54,920,425 Schneider Electric SA shares with a par value of
EUR4,
– taking into account treasury stock and own shares at
March 13 , 2012 (8,574,460 shares), the number of shares
that could be bought back under the authorisation comes to
46 ,345,965 shares, or 8.44 % of the issued capital;
• maximum purchase price and maximum aggregate amount of
share purchases:
– the maximum purchase price is set at EUR75 per share,
– share purchases may not exceed an aggregate maximum
amount of EUR4,117,072,650.
• duration of the buyback programme:
– 18 months maximum, expiring on November 2, 2013;
• transactions carried out pursuant to the program authorised by
the Annual Shareholders’ Meeting 2010 and renewed by the
Annual Shareholders’ Meeting 2011 between January 1, 2011
and March 13 , 2012 :
– transactions carried out by the Company:
– number of shares acquired: 0,
– number of shares transferred since the beginning of the
programme: 590,492 .