APC 2004 Annual Report Download - page 140
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138
Auditors' special report
on authorizations to increase
the capital and to issue share
equivalents with or without
pre-emptive subscription rights
Free translation of the original report in French
To the shareholders,
In our capacity as Statutory Auditors of Schneider
Electric SA and pursuant to Articles L.225-135, L.225-
129, L.225-129-2 and L.228-92 of the Commercial
Code, we present below our report on the authoriza-
tions sought by the Board of Directors for a period of
26 months to increase the Company's capital by issu-
ing, on one or several occasions, shares or share
equivalents, either with pre-emptive subscription
rights (11 th resolution) or without pre-emptive sub-
scription rights (12th and 13 th resolutions).
In accordance with Article L.225-129-2 of the Com-
mercial Code, the Board of Directors asks, on the
basis described in its report, for your authorization to
decide any capital increases, and, in the 12th resolu-
tion, to waive your pre-emptive right to subscribe the
issue.
We performed our work in accordance with profes-
sional standards in France. Those standards require
that we perform procedures to check the method used
to determine the issue price of shares or share equiv-
alents, with or without pre-emptive subscription rights.
We have no matters to report concerning the method
for determining the issue price as described in the
12th resolution of the Report of the Board of Directors,
contingent upon our final review of the terms of the
proposed capital increase.
Since the issue price has not yet been set, we cannot
formulate an opinion on the final conditions under
which the share issue(s) will be carried out, and con-
sequently have no opinion on the 12th resolution's
proposal to cancel shareholders' pre-emptive sub-
scription right, the principle of which is consistent with
the proposed operation.
Should this resolution be approved and as required
by Article 155-2 of the Decree of March 23, 1967, we
will prepare an additional report at the time the cap-
ital increase(s) is (are) carried out by the Board of
Directors.
Paris and Neuilly-sur-Seine, February 17, 2005
The Statutory Auditors
Barbier Frinault et Autres Mazars & Guérard
Christian Chochon Pierre Sardet
Pierre Jouanne Jean-Louis Simon