APC 2011 Annual Report Download - page 269

2672011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
AUDITORS’ SPECIAL REPORTS
Report from the Statutory Auditors on a share or securities issue with cancellation
ofpre-emptive subscription rights, reserved for a category of named beneficiaries
Extraordinary Shareholders’ Meeting of May3, 2012
To the Shareholders,
In our capacity as statutory auditors of your Company, and pursuant
to articles L.225-135 and seq., L.228-92 and L.225-135 and seq.
of the French Commercial Code, we present below our report on
the project to issue common shares or securities providing access
to the Company’s share capital reserved for (i) the employees and
corporate offi cers of Schneider Electric Group companies, linked to
the Company under the conditions of article L.225-180 of the French
Commercial Code and of article L.3344-1 of the French Labour
Code and with their head offi ce outside France; (ii) and/or mutual
funds or other entities, whether or not they have legal personality,
employee shareholdings invested in securities of a company whose
holders of units or shareholders are the persons mentioned in (i)
of this paragraph; (iii) and/or any banking institution or subsidiary
of such an institution acting at the request of the Company for the
purposes of implementation of an employee shareholding or savings
plan for the benefi t of the persons mentioned in (i) of this paragraph
with cancellation of 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
1% capital limit will be imposed on the planned 2% limit in the
twenty-second resolution adopted by the Shareholders’ Meeting of
the April21, 2011; however it is autonomous and separate from the
aggregate amount by which the capital may be increased under
the Fourteenth and Sixteenth Resolutions of the General Meeting
of April21, 2011.
You are asked to authorise the Management Board, on the basis
described in its report and with the powers of delegation, the power
to set the methods for this transaction and to exclude your pre-
emptive subscriptions rights for the stocks and the securities to be
issued, for a period of 18 months from this Shareholders’ Meeting.
This authorisation may only be used as and from August1, 2012.
The Management Board is responsible for reporting to shareholders
on the proposed share issue in accordance with articles R.225-113
et seq. of the French Commercial Code. Our responsibility is to
express an opinion on the fairness of figures taken from the financial
statements, on the proposal to cancel shareholders’ pre-emptive
subscription right, and on certain other information concerning the
issue, 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 this transaction
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 final review of the terms of the proposed issue.
Since the fi nal conditions for the issue have not yet been fixed, we
cannot formulate an opinion on these conditions and consequently
have no opinion on the proposal made to you to cancel your pre-
emptive subscription right.
In compliance with article R.225-116 of the French Commercial
Code, we will prepare an additional report when this authorisation is
used by your Management Board.
Courbevoie and Paris-La Défense, March21, 2012,
The Statutory Auditors
French original signed by
Mazars Ernst & Young et Autres
David CHAUDAT Yvon SALAÜN