Main characteristics of the cash-based capital increase reserved for members of Schneider Electric Group savings schemes
French joint stock company (société anonyme) with capital of 1,854,737,360 euros
Approval dated [April 23 2004] 2004 NO. [04-314]
This new capital increase is subject to a supplement to the prospectus being submitted for approval to the French stock market regulator (Autorité des Marchés financiers, AMF) stating the firm conditions of the offer.
Schneider Electric SA, joint stock company incorporated under French law
> FTSE sector:
At the meeting on February 19, 2004, the Board of Directors fixed the maximum number of shares to be offered at 2.3 million, to be subscribed in cash at a par value of 8 euros (equivalent to a maximum capital increase of 18.4 million euros). The Board of Directors will fix the number of shares actually offered on May 6, 2004, when 1.5 million shares are scheduled to be offered as part of the new equity issue (equivalent to a maximum of 12 million euros).
New shares will be entitled to dividends as of January 1, 2004.
Terms and conditions for subscription
> Method for determining the subscription price
The subscription price will be set by the Board of Directors, which is scheduled to meet on May 6, 2004.
The effective date of the decision, the share subscription price and the definitive number of shares to be offered will be specified in a press release issued by the Company (to news agencies, on its Internet site and on the AMF Internet site)
> Direct and/or indirect subscription
For countries in which it is not possible to subscribe to such new shares through an FCPE, employees will be able to subscribe directly to shares, which will be held in registered form or will be held under the existing Schneider Actionnariat Mondial FCPE. Shares will be held in registered form at Société Générale, Nantes, France (with the exception of the US).
> Means of holding shares
Subject to their employer being part of the PEG, the beneficiaries of the new equity issue are located in around 50 countries with a total of some 66,000 people, employed by a Group company as defined above.
In order to take part in the issue, employees must have worked for the company for at least three months during the twelve months preceding the calculation period (i.e. the period running from January 1, 2003 to the end of the subscription period) as of the end of the subscription period, pursuant to the provisions of Article L. 444-4 of the French Labor Code, via a contract of employment with one of the Group companies that is related to Schneider Electric SA pursuant to Article L. 444-3 of the French Labor Code and that is covered by the Group Savings Scheme set up by Schneider Electric SA. If permitted under local legislation, the issue may also be open to retired members of staff and employees on early retirement from such companies, provided that they have not requested the liquidation of their assets invested in the Group Savings Scheme set up by Schneider Electric.
Beneficiaries may request a copy of the regulations governing the Group Savings Scheme from the Company.
> Maximum subscription
Furthermore, in accordance with the regulations of the PEG, the total amount of discretionary payments into the PEG per year must amount to at least 10 euros.
In the event of the issue being oversubscribed, the number of shares allocated will be reduced pursuant to the terms and conditions to be defined by the Board of Directors or, if delegated, by the Chairman of the Board of Directors when the subscription price is fixed. These terms and conditions will be specified in a press release issued by the Company (to news agencies, on its Internet site and on the AMF Internet site).
> Employer matching contribution
Pursuant to the terms of the PEG, the Company and companies covered by the scheme may decide that an employer matching contribution will be paid to employees that have subscribed as part of the new equity issue.
Initial timetable for the issue
> Setting the share subscription price
> Date of the new equity issue
Listing of new shares
> Main market
A request will be made for shares to be listed on the Euronext Paris SA First Market immediately after the date of the new equity issue
Market share price (Euronext Paris SA First Market)
> Listed on other markets
The units in collective employee shareholding plans and shares held directly by Beneficiaries will be unavailable for a period of five years, with the exception of cases for early release pursuant to the conditions of Article R.442-17 of the French Labor Code. In certain countries, in accordance with local legislation, some cases of early release may not be available to employees.
> Responsible for the information
> For institutional investors and financial analysts:
> For individual shareholders:
Availability of the prospectus
Copies of the prospectus and the reference document are available free-of-charge at the Company’s head office at 43/45 boulevard Franklin Roosevelt, 92500 Rueil-Malmaison, France. These documents are also available on the Company’s Internet site(http://www.schneider-electric.com) and the Internet site of the Autorité des Marchés Financiers (http://www.amf-france.org).