APC 2014 Annual Report Download - page 320

8SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
Statutory auditors’ report on the issuance of shares and various securities with
maintenance or cancellation of preferential subscription rights
To the Shareholders, the 16th and 18th resolutions and EUR 115 million by virtue of the
19th resolution, it being specified that the limits for the 15th, 16th,
In our capacity as Statutory Auditors of your company and in 17th, 19th and 20th resolutions of the current Shareholders’
compliance with articles L. 228-92 and L. 225-135 et seq. of the Meeting and for the 20th resolution of the Shareholders’ meeting of
French Commercial Code (Code de commerce), we hereby May 6, 2014 will be deducted from the total ceiling of EUR 800
present our report on the proposals for delegation to the board of million provided for in the 14th resolution.
directors of various issues of ordinary shares and securities upon
which you are called to vote. These ceilings reflect the additional number of shares to be created
within the framework of the implementation of the delegations
On the basis of its report, your board of directors proposes: referred in the 14th and 16th resolutions, in accordance with article
To delegate to the board, with the right of subdelegation, for a
l
L. 225-135-1 of the French Commercial Code, if you adopt the
period of 26 months from the date of this shareholders’ meeting, 17th resolution.
the authority to decide on the following transactions and to set It is the responsibility of the board of directors to prepare a report
the definitive terms and conditions for these issues and in accordance with articles R. 225-113 et seq. of the French
proposes, where relevant, canceling your preferential Commercial Code. It is our responsibility to give our opinion on the
subscription right: accuracy of the numerical information taken from the accounts, on
an issue of ordinary shares or securities giving access to the
–
the proposed cancellation of preferential subscription rights, and
ordinary shares of the company or, in accordance with
on certain other information concerning these transactions,
article L. 228-93 of the French Commercial Code, of any
presented in this report.
company in which it owns directly or indirectly more than
We have performed those procedures which we considered
half the capital, with maintenance of preferential subscription
necessary to comply with the professional guidance issued by the
rights (14th resolution);
French national auditing body (Compagnie Nationale des
an issue of ordinary shares or securities giving access to the
–
Commissaires aux Comptes) for this type of engagement. These
ordinary shares of the company or, in accordance with
procedures consisted in verifying the contents of the board of
article L 228-93 of the French Commercial Code, of any
director’s report on these transactions and the method of
company in which it owns directly or indirectly more than
determining the issue price of the equity securities to be issued.
half the capital, with cancellation of preferential subscription
rights by means of a public offering (16th resolution); it being
Subject to further examination of the terms and conditions of the
specified that these securities may be issued as payment for
issues that may be decided, we have no observation to make on
securities tendered to the company in the context of a
the method of determining the issue price of the equity securities
takeover bid for securities meeting the conditions laid down
to be issued, set out in the board’s report by virtue of the 16th and
by article L. 225-148 of the French Commercial Code and
19th resolutions.
that, moreover, the shares may be issued as a result of the
Furthermore, since this report does not specify the method of
issuance by the company’s subsidiaries of securities giving
determining the issue price of the equity securities to be issued as
access to the company’s ordinary shares;
part of the implementation of the 14th and 18th resolutions, we are
an issue of ordinary shares or securities giving access to the
–
not able to give our opinion on the choice of computational
ordinary shares of the company or, in accordance with
elements of this issue price.
article L. 228-93 of the French Commercial Code, of any
Since the definitive terms and conditions under which the issues
company in which it owns directly or indirectly more than
may be made have not been set, we do not express an opinion on
half the capital, with cancellation of preferential subscription
them nor, consequently, on the cancellation of the preferential
rights by way of tenders referred to in Section II of article L.
subscription right which is proposed to you in the 16th and 19th
411-2 of the French Monetary and Financial Code (Code
resolutions.
monétaire et financier) (19th resolution);
to authorize the board, within the framework of the
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In accordance with article R. 225-116 of the French Commercial
implementation of the delegation referred in the 19th resolution, Code, we will issue a supplementary report, if necessary, on the
to fix the issue price within the annual legal limit of 10 percent of use of these delegations by the board of directors in the case of
share capital; issues of securities giving access to equity securities, in the case of
issues of securities giving access to equity securities and in the
to delegate the board, with the right of subdelegation, for a
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case of issues with cancellation of preferential subscription rights.
period of 26 months from the date of this shareholders’ meeting,
the authority to determine the terms of an issue of ordinary
Signed in Paris-La Défense and in Courbevoie,
shares or securities giving access to common shares, in order to
on March13,2015
remunerate contributions in kind granted to the company in the
The Statutory Auditors
form of shares or securities giving access to capital (18th 
resolution), within the limit of 9.8 percent of the share capital.
ERNST & YOUNG et Autres MAZARS
The total nominal amount of the increases in capital likely to be
carried out immediately or in the future may not exceed EUR 800
Yvon Salaun David Chaudat
million by virtue of the 14th resolution EUR 230 million by virtue of
318 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC