APC 2010 Annual Report Download - page 276

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8AUDITORS’ SPECIAL REPORTS
Statutory Auditors’ report on the share capital reduction through cancellation
ofshares
Extraordinary Shareholders’ Meeting
ofApril21, 2011 (24th Resolution)
To the Shareholders,
In our capacity as Statutory Auditors of Schneider Electric SA and
pursuant to article L. 225-209 of the French Commercial Code in the
event of a share capital reduction through cancellation of purchased
shares, we have prepared this report in order to present you with
our assessment of the reasons for and conditions of the planned
capital reduction.
You are asked to grant the Management Board full powers, for a
period of 24 months, to cancel, up to a maximum of 10% of its
capital per 24-month period, the shares purchased under a share
buyback program pursuant to the provisions of the aforementioned
article.
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). These procedures require us
to examine whether the reasons for and conditions of the planned
capital reduction, which is not liable jeopardise equality among the
shareholders, are in order.
We have no matters to report regarding the reasons for and
conditions of the planned capital reduction.
Neuilly-sur-Seine and Courbevoie, March18, 2011
The Statutory Auditors
French original signed by
Ernst & Young et Autres
Yvon SALAÜN
MAZARS
David CHAUDAT
Report from the Statutory Auditors on one or several increases in capital without
pre-emptive subscription rights, reserved for a category of named beneficiaries
Extraordinary Shareholders’ Meeting
ofApril21, 2011 (23rd Resolution)
To the Shareholders,
In our capacity as statutory auditors of your Company, and pursuant
to articles L. 225-135 et seq., L.225-138 et seq. and L. 228-92 et
seq. of the French Commercial Code, we present below our report
on the autorisation sought by the Management Board to increase
the Company’s capital by issuing, on one or several occasions,
shares or share equivalents reserved for the employees of Schneider
S.A.’s foreign companies, either dirrctly or via the entities operating
on their own account, without pre-emptive subscription rights. The
maximum nominal amount by which the capital may be increased
may not exceed 1% of the issued capital as of the date of the present
Shareholders’ Meeting and which you are asked to approve. The
amount of any capital increase carried out under this authorisation
is autonomous and separate from the aggregate amount by which
the capital may be increased under the Fourteenth and Sixteenth
Resolutions of this General Meeting.
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 subscriptions rights, for a period of 18 months. If the
resolution is adopted, the Management Board will set the terms
and conditions of these transactions. This authorisation may only
be used as and from August 1 2011.
The Management Board is responsible for reporting to shareholders
on the proposed share issue 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 the
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 competent management authority concerning the
transactions and the methods used to determine the share price.
We have no matters to report concerning the method for determining
the issue price as described in the Management Report, contingent
upon our fi nal review of the terms of the proposed capital increase.
Since the share price has not yet been fi xed, we cannot formulate
an opinion on the fi nal conditions under which the share issue will
be carried out, and consequently have no opinion on the proposal
to cancel shareholders’ pre-emptive subscription right.
Should the resolution be approved 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 your
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 ELECTRIC274