Schneider Electric 2004 Annual Report Download - page 19

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17
Potential capital
Aside from stock options, no share equivalents were
outstanding at December 31, 2004. Stock options
granted under the stock option plans in force at
December 31, 2004, represent 7,139,675 shares, of
which 3,981,900 correspond to options to either sub-
scribe new shares or purchase existing shares.
The Board of Directors will determine the nature of
the options (subscription or purchase) at a later date.
Details of the stock options plans are provided on
pages 20 and 21.
Authorizations to issue shares
At the Combined Annual and Extraordinary Share-
holders' Meeting of May 16, 2003, the Board of
Directors was authorized to issue shares with or with-
out pre-emptive subscription rights within a limit of
750 million.
At the Combined Annual and Extraordinary Share-
holders' Meeting of May 6, 2004, the Board of
Directors was also authorized to issue new shares to
members of the Employee Stock Purchase Plan, with-
in a limit of 5% of the Company's capital stock over 5
years.
At the Combined Annual and Extraordinary Share-
holders' Meeting of May 6, 2004, the Board of
Directors was authorized to grant options to purchase
new or existing shares to employees and corporate
offices of the Company and its affiliates under the pro-
visions of article 225-177 of the French Commercial
Code.
At the Annual Shareholders' Meeting of May 12,
2005, shareholders will be asked to renew all autho-
rizations to increase the Company's capital. To satisfy
legal obligations, shareholders will also be asked to
renew the authorization to issue shares to members
of the Employee Stock Purchase Plan. In accordance
with the new provisions of article L.225-197-1 of the
French Commercial Code, shareholders will also be
asked to authorize the issuance of shares without
consideration to employees and to corporate officers
of the Company and its affiliates.
The authorizations currently in force are as follows:
Maximum Authorization Authorization Amount
aggregate par value date expires used at
of shares that Dec. 31,
may be issued 2004
I - Issues with pre-emptive
subscription rights
Shares, warrants and other securities
convertible, exchangeable, redeemable
or otherwise exercisable for shares 750 million (1) May 16, 2003 July 15, 2005 –
II - Issues without pre-emptive
subscription rights
Shares, warrants and other securities
convertible, exchangeable,
redeemable or otherwise exercisable
for shares, including shares issued
in connection with a tender offer
initiated by the Company 750 million (1) (2) May 16, 2003 July 15, 2005 –
III - Employee share issues
Share issues restricted
to employees (ESPP) 5% of the capital May 6, 2004 May 5, 2009 –
Options to purchase new shares 3% of the capital (3) May 6, 2004 July 5, 2007 0.9 % (4)
(1) The ceilings for issues with and without pre-emptive subscription rights are not cumulative.
(2) At the Annual Meeting of May 16, 2003, the Chairman of the Board of Directors informed shareholders that the Board had decided
before the meeting that it would limit any issue to an aggregate amount of
500 million.
(3) The number of options to subscribe new shares or purchase existing shares that have been granted and not yet exercised or
cancelled may not exceed 3% of the issued capital.
(4) Stock option plans 23 and 24. The Board of Directors will determine the nature of Plan 24 (subscription or purchase) by May 5,
2007 at the latest.
General Presentation of Schneider Electric SA