APC 2005 Annual Report Download - page 148

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Auditors' Special Reports
Free translation of the original report in French
Auditors' special report on
regulated agreements
Year ended December 31, 2005
To the shareholders,
In our capacity as Statutory Auditors of Schneider
Electric SA, we present below our report on regulated
agreements that have been disclosed to us.
Our responsibility does not include identifying any
undisclosed agreements. We are required to report to
shareholders, based on the information provided,
about the main terms and conditions of agreements
that have been disclosed to us, without commenting
on their relevance or substance. Under the provisions
of Article 92 of the March 23, 1967 Decree, it is the
responsibility of shareholders to determine whether
the agreements are appropriate and should be
approved.
We carried out our work in accordance with French
professional standards. Those standards require that
we perform procedures to verify that the information
given to us agrees with the underlying documents.
Agreements signed during the year
We were not informed of any agreements that would
be governed by Article L.225-38 of the Commercial
Code.
Agreements entered into in prior years
In application of the decree of March 23, 1967, we
were advised of the following agreement entered into
in prior years, which remained in force during the year.
With the authorization of the Board of Directors given
on June 27, 1995, a management agreement was
signed between your Company and Spie Batignolles
(renamed Amec Spie SA) covering the administrative
and legal management of contract disputes that
remained at the level of Schneider Electric SA at the
time of the merger.
In 2005, Schneider Electric paid Amec Spie SA
100,000 (excluding VAT) pursuant to this agreement.
Paris and Neuilly Sur Seine, February 16, 2006
The Statutory Auditors
Mazars & Guérard Barbier Frinault & Autres
Pierre Sardet Christian Chochon
Jean-Louis Simon Pierre Jouanne
Free translation of the original report in French
Auditors' report on
the proposal to reduce the capital
by canceling shares
To the shareholders,
In our capacity as Statutory Auditors of Schneider
Electric SA and as required by Article L.225-209,
paragraph 7, of the Commercial Code in the case of
a capital reduction carried out by canceling shares
bought back by the issuer, we present below our
report on our assessment of the reasons for the pro-
posed capital reduction and the terms and conditions
of the operation.
We carried out our work in accordance with French
professional standards. Those standards require that
we perform procedures to obtain assurance concern-
ing the reasonableness of the decision to reduce the
capital and of the terms and conditions of the pro-
posed operation.
The proposed capital reduction will concern shares
representing up to 10% of the Company's capital
bought back pursuant to Article L.225-209 of the Com-
mercial Code. At the Annual Meeting, shareholders
will be asked to give a 24-month authorization to the
Company to implement the buyback program.
The Board of Directors is seeking a 24-month author-
ization for the Management Board – or, if the seventh
resolution of this Meeting is not adopted, the Board of
Directors – to cancel shares representing up to 10% of
the Company's issued capital bought back under the
shareholder-approved buyback program.
We have no matters to report concerning the reasons
for and the terms and conditions of the proposed cap-
ital reduction, the implementation of which is condi-
tional upon shareholders authorizing the buyback
program.
Paris and Neuilly Sur Seine, February 16, 2006
The Statutory Auditors
Mazars & Guérard Barbier Frinault & Autres
Pierre Sardet Christian Chochon
Jean-Louis Simon Pierre Jouanne