APC 2009 Annual Report Download - page 231

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 229
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
AUDITORS’ SPECIAL REPORTS
Auditors’ special report on the authorisation to increase the share capital
byissuing shares or share equivalents without pre-emptive subscription rights
through an offering governed by articleL.411-2-II of the French Monetary
andFinancial Code.
To the Shareholders,
In our capacity as Statutory Auditors of Schneider Electric SA and
pursuant to articlesL. 225-135 et seq. and L.228-92 of the French
Commercial Code, we present below our report on the authorisation
sought by the Management Board to increase the Company’s
capital by issuing, on one or several occasions, shares or share
equivalents without pre-emptive subscription rights through an
offering governed by articleL. 411-2-II of the French Monetary and
Financial Code. In the resolution that you are asked to approve,
the Management Board seeks your authorisation to issue, with or
without consideration, common shares or securities convertible,
redeemable, exchangeable or otherwise exercisable for new or
existing common shares in the Company or in any other company
in which it holds more than half of the issued capital either directly or
indirectly. Said securities are governed by articlesL. 228-91 et seq.
of the French Commercial Code.
You are asked to authorise the Management Board, on the basis
described in its report, to increase the Company’s issued share
capital directly or through a representative on one or several
occasions by issuing the securities described above without
pre-emptive subscription rights, for a period of 14months. If the
resolution is adopted, the Management Board will set the terms and
conditions of the share issue.
The aggregate par value of shares issued under this authorisation ,
directly or on conversion, redemption, exchange or exercise of other
securities or rights, shall not exceed EUR 100million. This ceiling is
not cumulative with the ceiling specifi ed in the eleventh resolution of
the General Meeting of April23, 2009 and is included in the blanket
ceiling set in paragraph2, point (ii), of the tenth resolution of the
same Meeting.
You are asked to authorise the Management Board, in accordance
with article L. 225-136 of the French Commercial Code, to set
the issue price for all common shares or securities convertible,
redeemable, exchangeable or otherwise exercisable for common
shares in the Company or in any other company in which it holds
more than half of the issued capital either directly or indirectly. The
issue price must be at least equal to:
(i) the weighted average price quoted for the shares on the NYSE
Euronext Paris stock exchange over a maximum period of six
months preceding the issue pricing date; or
(ii) the average price weighted by trading volume on the NYSE
Euronext Paris stock exchange on the trading day preceding the
issue pricing date.
Less, if appropriate, a discount of up to 5percent. The Management
Board will be authorised to select either (i) or (ii) at its discretion.
The Management Board is responsible for reporting to shareholders
on the proposed share issues in accordance with articlesR.225-
113, R.225-114 and R.225-117 of the French Commercial Code.
Our responsibility is to express an opinion on the fairness of fi gures
taken from the fi nancial statements, on the proposal to cancel
shareholders’ pre-emptive subscription right, and on certain other
information included in this report.
We performed the procedures we deemed necessary to conduct
this mission in accordance with the professional guidelines of the
French Institute of Statutory Auditors (CNCC). Those standards
require that we perform procedures to check the content of the
report drawn up by the Management Board concerning these
transactions and the methods used to determine the share issue
price.
We have no matters to report concerning the method for
determining the issue price as described in the Management
Board report, contingent upon our fi nal 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 fi nal conditions under which the share issues will
be carried out, and consequently have no opinion on the proposal
to cancel shareholders’ pre-emptive subscription right contained in
the seventeenth resolution.
Should this resolution be approved and as required by ArticleR.225-
116 of the French Commercial Code, we will prepare an additional
report at the time the capital increase(s) is (are) carried out by the
Management Board.
Courbevoie and Neuilly-sur-Seine, February25, 2010
The Statutory Auditors
Ernst & Young et Autres Mazars
Yvon SALAÜN Pierre SARDET