APC 2010 Annual Report Download - page 275

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
Statutory Auditors’ report on one or more proposed employee share issues
without pre-emptive subscription rights for members of the Employee Stock
Purchase Plan
Extraordinary Shareholders’ Meeting
ofApril21, 2011(22nd resolution)
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 et seq. of the
French Commercial Code, we present our report on the proposal
to authorise the Management Board to issue shares or share
equivalents, on one or several occasions, to employees who are
members of an Employee Stock Purchase Plan set up by French
or foreign related companies, without shareholders’ pre-emptive
subscription rights. The maximum amount by which the capital
may be increased may not exceed 2% of the share capital as of the
date on which this authorisation is used. The maximum discount at
which shares may be offered is set at 20% of the average opening or
closing prices quoted for Schneider Electric shares over the twenty
days preceding the date on which the decision is made to launch the
employee share issue. The amount of any capital increase carried
out under this authorisation would be deducted from the aggregate
amount by which the capital may be increased under the fourteenth
and sixteenth resolutions of this Meeting. These authorisations are
submitted for your approval in accordance with Article L.225-129-6
of the French Commercial Code and Articles L.3332-18 through
L.3332-24 of the French Labor 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 by issuing the securities
described above without pre-emptive subscription rights, for a
period of 26 months. If the resolution is adopted, the Management
Board will set the terms and conditions of these share issues. This
authorisation would not take effect until August 1, 2011.
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 rights, and on certain other
information included in this report.
We carried out our work in accordance with French professional
standards. 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 rights 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.
Neuilly-sur-Seine and Courbevoie, March 18, 2011
The statutory Auditors
French original signed by
Ernst & Young et Autres
Yvon SALAÜN
MAZARS
David CHAUDAT
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 273
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