GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA 7 CAPITAL 250 Three-year summary of changes in capital The following table shows changes in <strong>Schneider</strong> <strong>Electric</strong> SA’s share capital and share premium account since December 31, 2007 through share issues and the exercise of stock options: Number of shares issued or cancelled Share issue with pre-emptive subscription rights 13,412,969 Employee share issue 2,367,827 Exercise of stock options 1,820,222 Aggregate number of shares Share capital Capital at December 31, 2007 (1) 245,299,366 EUR1,962,394,928 Employee share issue 1,999,846 Exercise of stock options 126,417 Capital at December 31, 2008 (2) 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 (3) 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 (4) 271,959,091 EUR2,175,672,728 (1) Increase in share capital (140.8 million euros), increase in additional paid-in-capital (1,133 million euros). (2) Increase in share capital (17.01 million euros), increase in additional paid-in-capital (123.9 million euros). (3) Increase in share capital (122.61 million euros), increase in additional paid-in-capital (555.38 million euros). (4) Increase in share capital (73.6 million euros), increase in additional paid-in-capital (561.2 million euros). Share buybacks The Annual Shareholders’ Meeting of April 23, 2009 authorised the Company to buy back shares on the open market. This authorisation was renewed at the Annual Shareholders’ Meeting of April 22, 2010. Pursuant to these authorisations, the Company maintained its liquidity contract during the year but did not buy back any shares. Details of the share buyback program submitted for approval at the Annual and Extraordinary Shareholders’ Meeting of April 21, 2011 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 January 31, 2010: – treasury stock: 4,582,476 shares, or 1.68% of the share capital; – own shares: 529 shares, or 0.00% of the share capital; – total: 4,583,005 shares, or 1.68% of the share capital; • purpose: – the 4,582,476 shares held in treasury stock are held for allocation on the exercise of stock options and share grants; • buyback plan objectives: – reduce the capital by canceling shares, – hold shares for allocation on the exercise of stock option plans or stock grant 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); 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC – market making under a liquidity agreement; • maximum number of shares that may be acquired: – 10% of the issued share capital as of the date of the Annual Meeting, representing, on the basis of the issued share capital at January 31, 2011, 27,195,909 shares with a par value of EUR8; – taking into account treasury stock and own shares at January 31, 2010 (4,583,005 shares), the number of shares that could be bought back under the authorisation comes to 22,612,904, or 8.32% of the issued capital; • maximum purchase price and maximum aggregate amount of share purchases: – the maximum purchase price is set at EUR150 per share; – share purchases may not exceed an aggregate maximum amount of EUR4,079,386,350; • duration: – 18 months maximum, expiring on October 20, 2012; • transactions carried out pursuant to the program authorised by the Annual Shareholders’ Meeting of 2009 and renewed by the Annual Shareholders’ Meeting of 2010 between January 1, 2010 and December 31, 2010: • transactions carried out by the Company: – number of shares acquired: 0 – number of shares transferred since the beginning of the program: 30,860.
4. Ownership structure Three-year summary of changes in capital Capital % Number of shares Voting rights % GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA OWNERSHIP STRUCTURE Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Number of voting rights Capital % Voting rights % Capital % Voting rights % % % % % % % Capital Research & Management Co. (1) 8.17 22,227,572 7.72 22,227,572 5.07 4.75 10.67 9.97 CDC 4.23 11,514,008 5.10 14,689,008 4.32 5.18 4.41 5.32 Employees 4.11 11,170,161 6.14 17,683,757 4.26 6.33 3.60 5.32 Own shares (2) 0.00 529 - - 0.92 - 0.92 - Treasury shares 1.68 4,582,476 - - 1.76 - 2.11 - Public 81.81 222,464,345 79.45 228,771,878 83.67 81.23 78.28 76.55 TOTAL 100.00 271,959,091 100.00 287,955,220 100.00 100.00 100.00 100.00 (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 Caisse des Dépôts et Consignations and Capital Research & Management Co., 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 Shareholder Capital (%) Voting rights (%) Apr. 15, 2010 Société Générale 4.33 4.06 Apr. 14, 2010 Société Générale 5.50 5.16 Jan. 1, 2010 Capital Research & Management Co 8.02 7.55 Pledges on <strong>Schneider</strong> <strong>Electric</strong> shares 4,543 shares are pledged. Pledges on subsidiaries’ shares <strong>Schneider</strong> <strong>Electric</strong> SA has not pledged any shares in signifi cant subsidiaries. 2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 251 7