APC 2013 Annual Report Download - page 311

SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
It aims to guarantee payment of annuity arrears due under the
Benefit of the top-hat pension plan with defined
contributions (article 83) granted to Mr. Emmanuel
rules of the different plans for contracting companies. It takes
BABEAU (approved by the shareholders’ meeting of
effect on April 30, 2012 and can be terminated each year by the
April 22, 2010)
parties provided notice is given before October 31 that will take
effect on December 31 of the same year. Person concerned: Mr. Emmanuel BABEAU (Deputy Chief
Premiums paid by contracting companies under contracts executive officer in charge of finance and legal affairs)
concluded with AXA France Vie are assigned to a collective
The supervisory board, at its meetings held on April 23 and December
pension fund of the contracting companies to cover all or part of
17, 2009, authorised Mr. Emmanuel BABEAU to benefit from the
their commitments under these plans.
top-hat pension plan with defined contributions (article 83) as he is
The insurer is opening in its books an Annuities Guarantee Fund in
entitled under his service contract entered into with Schneider Electric
which the mathematical reserves comprise the income guaranteed
Industries SAS (in addition to the article 39 pension plan with defined
under the two contracts. The amount of the premiums for
benefits presented above). The aforementioned plan ensures that in
pre-financing of possible liabilities related to past services is
the event Mr. BABEAU should leave the Group before his retirement,
determined by considering the periodic actuarial analyses. The
the contributions related to article 83 shall be his. These contributions
financing of benefits for which payment is transferred to the insurer
represent a capital constituting a guaranteed income, capital which
is calculated by the latter, on the basis of the regulatory tables.
increases by twenty-two thousand euros per year.
Signed in Paris-La Défense and in Courbevoie, on March 10, 2014
The statutory auditors
ERNST & YOUNG et autres MAZARS
Yvon Salaün David Chaudat
Statutory auditors’ report on the issuance of shares or securities giving access
to capital reserved for members of the company Savings Plan
To the Shareholders, the fairness of the financial information taken from the accounts, on
the proposed cancellation of preferential subscription rights, and
In our capacity as statutory auditors of your company and in on other information relating to the share issue provided in this
compliance with articles L. 228-92 and L.225-135 et seq. of the report.
French Commercial Code (Code de commerce), we hereby report
on the proposal to authorise your board of directors to decide We have performed those procedures which we considered
whether to proceed with an issue of ordinary shares or securities necessary to comply with the professional guidance issued by the
giving access to the share capital of the company with cancellation French national auditing body (Compagnie Nationale des
of preferential subscription rights, reserved for members of the Commissaires aux Comptes) for this type of engagement. These
company’s Company Savings Plan and of the French or foreign procedures consisted in verifying the information provided in the
companies related to the company in accordance with article board of directors’ report relating to this operation and the
L.225-180 of the French Commercial code, an operation upon methods used to determine the issue price of the share or of the
which you are called to vote. equity securities to be issued.
The maximum nominal amount of the increase in capital that may Subject to subsequent examination of the conditions for the issue
result from this issue is 2percent of the share capital on the date that would be decided, we have no matters to report as to the
of implementation of this act of delegation, it being specified that methods used to determine the issue price for the shares or the
this amount shall be deducted from the ceilings referred to in the equity securities to be issued provided in the board of directors’
10th and 12th resolutions of the shareholders’ meeting of April 25, report.
2013. As the final conditions for the issue have not yet been determined,
This issue is submitted for your approval in accordance with we cannot report on these conditions and, consequently, on the
articles L.225-129-6 of the French Commercial Code (Code de proposed cancellation of the preferential subscription rights.
commerce) and L.3332-18 et seq. of the French Labor code In accordance with article R.225-116 of the French Commercial
(Code du travail). Code (Code de commerce), we will issue a supplementary report,
Your board of directors proposes that, on the basis of its report, it if necessary, when your board of directors has exercised this
be authorised, with the right of sub-delegation, for a period of authorisation.
twenty-six months from the date of this shareholders’ meeting, to
decide on whether to proceed with an issue and proposes to Signed in Paris-La Défense and in Courbevoie, on March 10, 2014
cancel your preferential subscription rights. If applicable, it shall
The statutory auditors
determine the final conditions of this operation. This delegation
may only be used from July 1, 2014.
ERNST & YOUNG et autres MAZARS
It is the responsibility of the board of directors to prepare a report
in accordance with articles R.225-113 et seq. of the French
Yvon Salaün David Chaudat 8
Commercial code (Code de commerce). Our role is to report on
309
2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC