GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA 7 CAPITAL Three-year summary of changes in capital The following table shows changes in <strong>Schneider</strong> <strong>Electric</strong> 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 <strong>Schneider</strong> <strong>Electric</strong> 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 <strong>Schneider</strong> <strong>Electric</strong> 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 .
4. Ownership structure Three-years summary of changes in capital GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA OWNERSHIP STRUCTURE Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2009 Number of Number of Voting Voting Capital shares Voting rights voting rights Capital rights Capital rights % % % % % % Capital Research and Management Company (1) 9.43 51,780,765 8.86 51,780,765 8.17 7.72 5.07 4.75 CDC 3.71 20,349,002 4.57 26,699,002 4.23 5.10 4.32 5.18 Employees 4.55 25,001,870 7.06 41,268,373 4.11 6.14 4.26 6.33 Own shares (2) 0.00 1,058 - - 0.00 - 0.92 - Treasury shares 1.67 9,164,952 - - 1.68 - 1.76 - Public 80.64 442,645,377 77.95 455,807,950 81.80 79.45 83.67 81.23 TOTAL 100.00 548,943,024 100.00 584,722,100 100.00 100.00 100.00 100.00 (1) To the best of the Company’s knowledge. (2) Number of voting rights as defi ned in article 223-11 of the AMF general regulations, which includes shares stripped of voting rights. Disclosure thresholds To the best of the Company’s knowledge, no shareholders other than Capital Research & Management Company, listed above, hold, either directly or indirectly, more than 5% of <strong>Schneider</strong> <strong>Electric</strong>’s capital or voting rights. Changes in holdings (for stakes of more than 5%) Date Company Capital (%) Voting rights (%) Apr. 27, 2011 BlackRock Inc. 5.00 4.73 Apr. 27, 2011 Commerzbank AG 5.63 5.33 Apr. 28, 2011 Commerzbank AG 3.72 3.51 Aug. 2, 2011 BlackRock Inc. 4.99 4.73 Nov. 4, 2011 CDC 4.12 4.99 Pledges on <strong>Schneider</strong> <strong>Electric</strong> shares 6,356 shares are pledged. Pledges on subsidiaries’ shares <strong>Schneider</strong> <strong>Electric</strong> SA has not pledged any shares in signifi cant subsidiaries. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 247 7
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