2010Annual Report - Schneider Electric CZ, s.r.o.

GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
7 CAPITAL
248
Authorisations to issue shares
The following authorisations were given to the Management Board
at the Annual and Extraordinary Shareholders’ Meetings of April 23,
2009 and April 22, 2010:
1) to increase the share capital by a maximum of EUR1,160 million
(145 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 (100 million shares);
• in the case of an issue without pre-emptive subscription rights,
the ceiling stands at EUR360 million (45 million shares), with the
additional possibility of private placements of shares subject to a
ceiling of EUR100 million (12.5 million shares).
The Management Board is also authorised to increase the number
of common shares or securities to be issued, with or without
preemptive subscription rights, if an issue is oversubscribed
(subject to the overall limits defi ned above);
2) to increase the capital by a maximum of EUR360 million by
issuing shares in payment for shares of another company
tendered to a public exchange offer, or, within a limit of 10% of
the Company’s issued capital, in payment for shares or share
equivalents of an unlisted company. The ceiling for such issues
is not cumulative with the ceiling for issues without pre-emptive
subscription rights;
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% of the
Company’s issued capital as of April 23, 2009;
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
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 3% of the
issued capital as of April 23, 2009;
5) to issue new shares to members of the Employee Stock
Purchase Plan (ESPP), within a limit of 2% of the issued capital
as of the date on which the authorisation is used;
6) to issue new shares under programs to promote stock
ownership among employees in non-French subsidiaries, within
a limit of 1% of the Company’s share capital as of April 22,
2010.
At its meeting on December 15, 2010 the Supervisory Board
authorised the Management Board to issue new shares of the
Employee Stock Purchase Plan (ESPP) during 2011, within a limit
of 1.1% of the Company’s issued capital. The Management Board
intends to use this authorisation in June 2011 to issue new shares
to employees under a nonleveraged and leveraged stock ownership
plan.
At the Annual Shareholders’ Meeting to be held in April 2011 (see
pages 279 to 281), the Management Board will ask shareholders to
renew all the above authorisations for:
• the issue of new shares with or without pre-emptive subscription
rights;
• the grant of options to purchase new or existing shares;
• stock grants or performance-based grants;
• the issue of new shares under programs to promote stock
ownership among employees in French and foreign subsidiaries.