APC 2014 Annual Report Download - page 321

SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
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, cancellation of preferential subscription rights, and on other
information relating to the share issue provided in this report.
In our capacity as statutory auditors of your company and in
compliance with Articles L. 228-92 and L. 225-135 et seq. of the We have performed those procedures which we considered
French Commercial Code (Code de commerce), we hereby report necessary to comply with the professional guidance issued by the
on the proposal to authorize your board of directors to decide French national auditing body (Compagnie Nationale des
whether to proceed with an issue of ordinary shares or securities Commissaires aux Comptes) for this type of engagement. These
giving access to the share capital of the company with cancellation procedures consisted in verifying the information provided in the
of preferential subscription rights, reserved for members of the board of director’s report relating to this operation and the method
company’s Company Savings Plan and of the French or foreign used to determine the issue price of the share or of the equity
companies related to the company in accordance with article L. securities to be issued.
225-180 of the French Commercial code, upon which you are Subject to subsequent examination of the conditions for the issue
called to vote. that would be decided, we have no matters to report as to the
The maximum nominal amount of the increase in capital that may methods used to determine the issue price for the shares or the
result from this issue is 2 percent of the share capital on the date equity securities to be issued provided in the board of director’s
of implementation of this act of delegation, it being specified that report.
this amount shall be deducted from the ceilings referred to in the As the final conditions for the issue have not yet been determined,
14th and 16th resolutions of this shareholders’ meeting. we cannot report on these conditions and, consequently, on the
This issue is submitted for your approval in accordance with proposed cancellation of the preferential subscription rights.
articles L. 225-129-6 of the French Commercial code and L. In accordance with article R. 225-116 of the French Commercial
3332-18 of the French Labor code (Code du travail). Code, we will issue a supplementary report, if necessary, when
Your board of directors proposes that, on the basis of its report, it your board of directors has exercised this authorisation.
be authorized, with the right of sub-delegation, for a period of
Signed in Paris-La-Défense and in Courbevoie,
twenty-six months from the date of this shareholders’ meeting, to
onMarch13,2015
decide on whether to proceed with an issue and proposes to
The statutory auditors
cancel your preferential subscription rights. If applicable, it shall
determine the final conditions of this operation. This delegation
may only be used from July 1, 2015.
ERNST & YOUNG et autres MAZARS
It is the responsibility of the board of directors to prepare a report
Yvon Salaun David Chaudat
in accordance with articles R. 225-113 et seq. of the French
Commercial code. Our role is to report on the fairness of the
financial information taken from the accounts, on the proposed
Statutory Auditors’ report on the issuance of shares or securities giving access
to capital reserved for a category of beneficiaries
To the Shareholders, The maximum nominal amount of the increase in capital that may
result from this issue is 1 percent of the share capital on the date
In our capacity as Statutory auditors of your company and in of this shareholders’ meeting, it being specified that this amount
compliance with articles L. 228-92 and 225-135 et seq. of the shall be deducted from the ceiling of 2 percent referred to in the
French Commercial Code (Code de commerce), we hereby report 20th resolution of this Shareholders’ meeting.
on the proposal to issue ordinary shares or securities giving access
to the share capital of the company, with cancellation of Your board of directors proposes that, on the basis of its report, it
preferential subscription right reserved for: (i) employees and be authorized, with the right of sub-delegation, for a period of
corporate officers of the Schneider Electric Group related to the eighteen months from the date of this shareholders’ meeting, to
company under the terms of article L. 225-180 of the French decide on whether to proceed with an issue and proposes to
Commercial code and article L. 3344-1 of the Labor code (Code cancel your preferential subscription rights. This delegation may
du travail) and having their registered office outside France; (ii) only be used from August 1, 2015.
and/or UCITS or other collective investment entities, whether or not It is the responsibility of the board of directors to prepare a report
they are bodies corporate, with employee shareholdings invested in accordance with articles R. 225-113 et seq. of the French
in the securities of the company whose unit holders or Commercial code. Our role is to report on the fairness of the
shareholders are the persons mentioned in point (i) of this financial information taken from the accounts, on the proposed
paragraph; (iii) and/or any bank, or subsidiary of such an institution, cancellation of preferential subscription rights, and on other
acting at the request of the Company for the purposes of information relating to the share issue provided in this report.
establishing a shareholding or savings plan for the benefit of the We have performed those procedures which we considered
persons referred to in point (i) of this paragraph, upon which you necessary to comply with the professional guidance issued by the
are called to vote.
8
French national auditing body (Compagnie Nationale des
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC