APC 2004 Annual Report Download - page 141

139
Annual and Extraordinary Shareholders' Meeting of May 12, 2005
Auditors' Report on
the Proposed Employee Share
Issue with Cancellation
of Shareholders' Pre-Emptive
Subscription Right
Free translation of the original report in French
To the shareholders of Schneider Electric SA,
In our capacity as Statutory Auditors of Schneider
Electric SA and pursuant to Article L.225-135 of the
Commercial Code, we present below our report on
the proposed issue of shares to employees who are
members of an Employee Stock Purchase Plan, as
presented to shareholders for approval. The aggre-
gate nominal amount by which the capital may be
increased under the authorization has been set at 5%
of the capital issued and outstanding when the autho-
rization is used.
As provided for in Article L.225-129-6 of the
Commercial Code, the Board of Directors is seeking
an authorization, on the basis described in the Board's
report, to set the terms and conditions of the employ-
ee share issue in accordance with Article L.443-5 of
the Labor Code. Shareholders will be asked to waive
their pre-emptive right to subscribe this 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 share issue price.
In accordance with Article L.443-5 of the Labor Code,
the issue price of the new shares would be equal to
the average of the opening prices quoted for
Schneider Electric shares on Euronext Paris over the
20 trading days preceding the date on which the deci-
sion is made to launch the employee share issue, with
a maximum discount of 15%.
Since the issue price has not yet been set, we cannot
formulate an opinion on the final conditions under
which the share issue will be carried out, and conse-
quently have no opinion on the proposal to cancel
shareholders' pre-emptive subscription right, the princi-
ple 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 capital
increase is carried out by the Board of Directors.
This report refers to articles in the Commercial Code
that reflect changes brought about by Order 2004-604
of June 24, 2004.
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
Auditors' Report on
the Proposal to Grant Existing
or New Shares without
Consideration to Officers and
Employees of the Company
Free translation of the original report in French
To the shareholders of Schneider Electric SA,
In our capacity as Statutory Auditors of Schneider
Electric SA and pursuant to Article L.225-197-1 of the
Commercial Code, we present below our report on
the proposal to grant existing or new shares without
consideration to officers and employees of Schneider
Electric SA and its subsidiaries and affiliates, as
defined in article L.225-197-2.
The Board of Directors is seeking authorization to
grant existing or new shares without consideration
within the limits defined in the 15th resolution tabled
for approval at the Annual and Extraordinary
Shareholders' Meeting of May 12, 2005. It is the
Board's responsibility to draw up a report on the grant
that it wishes to carry out. It is our responsibility to
comment, if necessary, on the information given to
you about the grant.
Because no professional standard applies to this type
of operation, which was approved by law on
December 30, 2004, we have performed the proce-
dures we deemed necessary to ensure that the meth-
ods being considered are in accordance with the law.
We have no matters to report concerning the informa-
tion provided in the Report of 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