APC 2012 Annual Report Download - page 297

2952012 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 members of the Company Savings Plan
To the Shareholders,
In our capacity as Statutory Auditors of your Company and
in fulfi llment of the task provided for by Articles L.228-92 and
L.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 securities giving access to the share capital of the Company,
with cancellation of preferential subscription rights, reserved for
members of the Company’s Company Savings Plan and of the
French or foreign companies related to the Company in accordance
with Article L.225-180 of the French Commercial Code, upon which
you are called to vote.
The maximum nominal amount of the increase in capital that may
result from this issue is 2% of the share capital on the date of
implementation of this act of delegation, it being specifi ed that this
amount shall be deducted from the ceilings referred to in the 10th
and 12th resolutions of this Shareholders’ Meeting.
This issue is submitted for your approval in accordance with the
provisions of Articles L. 225-129-6 of the French Commercial Code
and L. 3332-18 of the French Labor Code.
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 26 months from the date of this shareholders’
meeting, the authority to decide on an issue and to cancel your
preferential subscription rights to the shares to be issued. If
necessary, it will be responsible for determining the defi nitive terms
and conditions of this transaction. This delegation may only be used
from June 21, 2013.
The delegation 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 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 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 of the issue have not been set, we do not
express an opinion on them and, consequently, 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 reduction of capital
To the Shareholders,
In our capacity as Statutory Auditors of your Company and in
fulfi llment of the task provided for in Article L. 225-209 of the French
Commercial Code in the event of a capital reduction by cancellation
of acquired shares, we have prepared this report in order to inform
you of our opinion on the causes for and the terms and conditions
of the proposed capital reduction.
Your Management Board proposes to delegate to the Board
of Directors, for a period of 24 months from the date of this
Shareholders’ Meeting, all powers to cancel, up to 10% of its
capital per 24-month period, the shares purchased under the
implementation of an authorization of purchase by your Company
of its own shares under the provisions of the aforesaid Article.
The delegation 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 the changes in the way the company is administered
and managed.
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 examining whether the causes for and the terms and
conditions of the proposed capital reduction, which is not likely
adversely to affect the equality of shareholders, are in order.
We have no comment to make on the causes for and the terms and
conditions of the proposed capital reduction.
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