APC 2012 Annual Report Download - page 298

296 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8 AUDITORS’ SPECIAL REPORTS
Report of the Statutory Auditors on the issuance of shares or various securities
with maintenance or cancellation of preferential subscription rights
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
L. 225-135 et seq. of the French Commercial Code, we hereby
present our report on the proposals for delegation to the Board
of Directors of various issues of ordinary shares or securities upon
which you are called to vote.
The delegations 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.
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 the following
transactions and to set the defi nitive terms and conditions for
these issues and proposes, where relevant, cancelling your
preferential subscription right:
– An issue of ordinary shares or securities giving access to the
ordinary shares of the Company or, in accordance with Article
L 228-93 of the French Commercial Code, of any company in
which it owns directly or indirectly more than half the capital,
or giving the right to allocate debt securities, with maintenance
of preferential subscription rights (10th resolution);
– An issue of ordinary shares or securities giving access to
the ordinary shares of the Company or, in accordance with
Article L 228-93 of the French Commercial Code, of any
company in which it owns directly or indirectly more than half
the capital, or giving the right to allocate debt securities, with
cancellation of preferential subscription rights by means of a
public offering (12th resolution); it being specifi ed that these
securities may be issued as payment for securities tendered
to the Company in the context of a takeover bid for securities
meeting the conditions laid down by Article L. 225-148 of
the French Commercial code and that, moreover, the shares
may be issued as a result of the issuance by the Company’s
subsidiaries of securities giving access to the Company’s
ordinary shares;
– An issue of ordinary shares or securities giving access to the
ordinary shares of the Company or, in accordance with Article
L 228-93 of the French Commercial Code, of any company in
which it owns directly or indirectly more than half the capital,
or giving the right to allocate debt securities, with cancellation
of preferential subscription rights by way of tenders referred to
in Section II of Article L. 411-2 of the French Monetary and
Financial Code (15th resolution);
•To authorize the Board of Directors, within the framework of the
implementation of the delegation referred in the 15th resolution,
to fi x the issue price within the annual legal limit of 10% of share
capital;
•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 determine the terms of an
issue of ordinary shares or securities giving access to common
shares, in order to remunerate contributions in kind granted to
the Company in the form of shares or securities giving access
to capital (14th resolution), within the limit of 9.9% of the share
capital.
The total nominal amount of the increases in capital likely to be carried
out immediately or in the future may not exceed EUR800million by
virtue of the 10th resolution EUR 220 million by virtue of the 12th and
14th resolutions and EUR 110 million by virtue of the 15th resolution,
it being specifi ed that the limits for the 11th, 12th, 14th, 15th and 18th
resolutions of the current Shareholders’ Meeting and for the 22nd
resolution of the Shareholders’ Meeting of 21 April 2011 will be
deducted from the total ceiling of EUR 800million provided for in
the 10th resolution.
The maximum nominal amount of debt securities that may be issued
may not exceed EUR 3 billion for the 10th, 12th and 15th resolutions.
These ceilings refl ect the additional number of shares to be created
within the framework of the implementation of the delegations
referred in the 10th and 12th resolutions, in accordance with Article
L. 225-135-1 of the French Commercial Code, if you adopt the 13th
resolution.
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 these transactions, 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 concerning these transactions 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
issues that 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 by virtue of the
12th and 15th resolutions.