APC 2012 Annual Report Download - page 296

294 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8 AUDITORS’ SPECIAL REPORTS
Report of the Statutory Auditors on the authorization to allocate options
tosubscribe for or purchase shares
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in
fulfi lment of the task provided for in Articles L. 225-177 and
R. 225-144 of the French Commercial Code we hereby present our
report on the authorization to allocate options to subscribe for or
purchase shares to the corporate offi cers and employees of the
Company and its related companies within the meaning of Article
L. 225-180 of the French Commercial Code, upon which you are
called to vote.
The total number of options that may thus be awarded by virtue of
this authorization may not give the right to subscribe for or purchase
a number of shares in excess of 0.5% of the capital at the date
of this Shareholders’ Meeting, it being specifi ed that allocations to
executive corporate offi cers of the Company may not exceed each
year 0.03% of the capital 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 options to subscribe
for or purchase shares.
The aut horization that 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 Management Board’s responsibility to prepare a report on
the reasons for granting options to subscribe for or purchase shares
as well as on the methods proposed for setting the subscription or
purchase price. It is our responsibility to give you our opinion on the
methods proposed for setting the subscription or purchase price
of the shares.
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 particular, in verifying that the methods proposed for
setting the subscription or purchase price are accurately set out in
the Management Board’s report and that they comply with legal
and regulatory provisions.
We have no comment to make on the methods proposed for
setting the subscription or purchase price of the shares.
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
The authorization that 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 the company is
administered and managed.
It is the Management Board’s responsibility to prepare a report on
these transactions with which it wishes the Board of Directors to
proceed. It is our responsibility to give you our comments, if we
have any, on the information that you have thus been given about
the proposed transactions.
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 particular, in verifying that the methods
planned and set out in the Management Board’s report comply with
the provisions of the law.
We have no comments to make on the information set out in the
Management Board’s report on the proposed authorization of the
allocation of bonus shares.
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