APC 2012 Annual Report Download - page 295

2932012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8
AUDITORS’ SPECIAL REPORTS
Report of the Statutory Auditors on the issuance of shares or securities giving
access to capital reserved for a category of beneficiaries
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in
fulfi llment of the task provided for in Articles L. 228-92 and 225-135
et seq. of the French Commercial Code, we hereby present our
report on the proposed delegation to the Board of Directors of the
authority to decide on an issue of ordinary shares or of securities
giving access to the share capital of the Company, with cancellation
of the preferential subscription right reserved for: (i) employees
and corporate offi cers of the Schneider Electric Group related to
the Company under the terms of Article L.225-180 of the French
Commercial Code and Article L. 3344-1 of the Labor Code and
having their registered offi ce outside France; (ii) and/or UCITS
or other collective investment entities, whether or not they are
bodies corporate, with employee shareholdings invested in the
securities of the company whose unit holders or shareholders are
the persons mentioned in point (i) of this paragraph; (iii) and/or any
bank, or subsidiary of such an institution, acting at the request of
the Company for the purposes of establishing a shareholding or
savings plan for the benefi t of the persons referred to in point (i) of
this paragraph, upon which you are called to vote.
The maximum nominal amount of the increase in capital that may
result from this issue is 1% of the share capital on the date that
this act of delegation is implemented, it being specifi ed that this
amount shall be deducted from the ceiling of 2 % referred to in the
18th resolution of this Shareholders’ Meeting.
On the basis of its report, your Management Board proposes to
delegate to the Board of Directors, with the right of sub-delegation,
for a period of 18 months from the date of this shareholders’
meeting, the authority to decide on an issue and to cancel your
preferential subscription rights to the equity securities to be issued.
It shall, if necessary, be responsible for determining the defi nitive
issuance terms and conditions of this transaction. This delegation
may only be used from August 1, 2013.
The delegation which would thus be granted to the Board of
Directors shall inure to the benefi t of the Management Board in
the event of rejection of the eighth resolution of this shareholders’
meeting concerning changes in the way your company is
administered and managed.
It is the responsibility of the Management Board to prepare a
report in accordance with Articles R. 225-113 et seq. of the French
Commercial Code. It is our responsibility to give our opinion on the
accuracy of the numerical information taken from the accounts, on
the proposed cancellation of preferential subscription rights, and
on certain other information concerning the issue presented in this
report.
We have performed the procedures we deemed necessary in
accordance with the professional guidelines of the Compagnie
nationale des commissaires aux comptes (‘CNCC’ or French
Institute of Statutory Auditors) relevant to our task. These
procedures consisted in verifying the contents of the Management
Board’s report on this transaction and the method of determining
the issue price of the equity securities to be issued.
Subject to further examination of the terms and conditions of the
issue which may be decided, we have no observation to make on
the method of determining the issue price of the equity securities to
be issued, set out in the Management Board’s report.
Since the defi nitive terms and conditions on which the issue shall
be made have not been set, we do not express an opinion on
them nor, in consequence, on the proposed cancellation of the
preferential subscription rights.
In accordance with Article R. 225-116 of the French Commercial
Code, we shall issue a supplementary report, if any, when your
Board of Directors makes use of this delegation.
Signed at Paris-La Défense and at C ourbevoie, on March 20, 2013
The Statutory Auditors
ERNST & YOUNG et Autres
Yvon Salaün
Mazars
David Chaudat
Report of the Statutory Auditors on the authorization to allocate bonus shares,
existing or to be issued
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in
fulfi llment of the task provided for in Article L. 225-197-1 of the
French Commercial Code, we hereby present our report on the
proposed authorization of the allocation of bonus shares, existing or
to be issued, to corporate offi cers and employees of the Company
and its related companies within the meaning of Article L. 225-197-2
of the French Commercial Code, upon which you are called to vote.
The total number of shares that may thus be awarded may not
represent more than 1.8% of the capital of the Company at the date
of this Shareholders’ Meeting, it being specifi ed that the number
of shares that may be granted annually to executive corporate
offi cers of the Company by virtue of this authorization may not
exceed 0.03% of the capital of the Company at the date of this
Shareholders’ Meeting.
On the basis of its report, your Management Board proposes to
authorize the Board of Directors, for a period of 38 months from
the date of this Shareholders’ Meeting, to allocate bonus shares,
existing or to be issued.