APC 2013 Annual Report Download - page 312

8SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
Statutory auditors’ report on the issuance of shares or securities giving access
to capital reserved for a category of beneficiaries
To the Shareholders, Commercial Code (Code de commerce). Our role is to report on
the fairness of the financial information taken from the accounts, on
In our capacity as statutory auditors of your company and in the proposed cancellation of preferential subscription rights, and
compliance with articles L.228-92 and 225-135 et seq. of the on other information relating to the share issue provided in the
French Commercial Code (Code de commerce), we hereby report report.
on the proposal to issue ordinary shares or securities giving access
to the share capital of the company, with cancellation of We have performed those procedures which we considered
preferential subscription rights reserved for: (i) employees and necessary to comply with the professional guidance issued by the
corporate officers of the Schneider Electric Group related to the French national auditing body (Compagnie Nationale des
company under the terms of article L.225-180 of the French Commissaires aux Comptes) for this type of engagement. These
Commercial code (Code de commerce) and article L.3344-1 of procedures consisted in verifying the information provided in the
the Labor code and having their registered office outside France; board of directors’ report relating to this operation and the
(ii) and/or UCITS or other collective investment entities, whether or methods used to determine the issue price of the equity securities
not they are bodies corporate, with employee shareholdings to be issued.
invested in the securities of the company whose unit holders or Subject to a subsequent examination of the conditions for the
shareholders are the persons mentioned in point (i) of this issue that would be decided, we have no matters to report as to
paragraph; (iii) and/or any bank, or subsidiary of such an institution, the methods used to determine the issue price for the equity
acting at the request of the company for the purposes of securities to be issued provided in the board of directors’ report.
establishing a shareholding or savings plan for the benefit of the As the final conditions in which the issue would be performed have
persons referred to in point (i) of this paragraph, upon which you not yet been determined, we cannot report on these conditions
are called to vote. and, consequently, on the proposed cancellation of your
The maximum nominal amount of the increase in capital that may preferential subscription rights.
result from this issue is 1percent of the share capital on the date In accordance with article R.225-116 of the French Commercial
of this shareholders’ meeting, it being specified that this amount Code (Code de commerce), we will issue a supplementary report,
shall be deducted from the ceiling of 2percent referred to in the if necessary, when your board of directors has exercised this
twentieth resolution of this Shareholders’ meeting. authorisation.
Your board of directors proposes that, on the basis of its report, it
be authorised, with the right of sub-delegation, for a period of
eighteen months from the date of this shareholders’ meeting, to Signed in Paris-La Défense and in Courbevoie, on March 10, 2014
decide on whether to proceed with an issue and proposes to
The statutory auditors
cancel your preferential subscription rights. This delegation may
only be used from August 1, 2014.
ERNST & YOUNG et autres MAZARS
It is the responsibility of the board of directors to prepare a report
Yvon Salaün David Chaudat
in accordance with articles R.225-113 et seq. of the French
310 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC