APC 2015 Annual Report Download - page 320

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC318
ANNUAL SHAREHOLDERS’ MEETING
8SPECIAL REPORT FROM STATUTORY AUDITORS
In our capacity as statutory auditors of your company and in
compliance with Articles L.225-177 and R. 225-144 of the French
Commercial Code (Code de commerce), we hereby report on
the proposed authorization to grant options to subscribe for or
to purchase shares to members of the staff or certain categories
determined from among the employees of the Company or of
companies or groupings affiliated therewith for purposes of Article
L.225-180 of the French Commercial Code, upon which you are
called to vote.
The aggregate number of options that may thus be granted
under and pursuant to this authorization and not yet exercised or
cancelled, shall not give rise to a right to subscribe for, or purchase,
a number of shares greater than 0.5% of the share capital on the
date of this Shareholders’ Meeting, it being specified that grants to
corporate officers of the Company shall not account each year for
a percentage greater than 0.03% of the Company’s share capital at
the date of this Shareholders’ Meeting.
Your board of directors proposes that, on the basis of its report,
it be authorized, for a period of 38 months from the date of this
Shareholders’ Meeting, to grant options to subscribe for or to
purchase shares.
It is the responsibility of the board of directors to prepare a report on
the reasons for granting options to subscribe for or purchase shares
as well as on the methods proposed for setting the subscription or
purchase price. It is our responsibility to give you our opinion on the
methods proposed for setting the subscription or purchase price
of the shares.
We have performed those procedures which we considered
necessary to comply with the professional guidance issued by
the French national auditing body (Compagnie Nationale des
Commissaires aux Comptes) for this type of engagement. These
procedures consisted, in particular, in verifying that the methods
proposed for setting the subscription or purchase price are
accurately set out in the board of directors’ report and that they
comply with legal and regulatory provisions.
We have no comments to make on the methods proposed for
setting the subscription or purchase price of the shares.
Signed in Paris-La-Défense and in Courbevoie, on March 10, 2016
The statutory auditors
ERNST & YOUNG
ETAUTRES
Jean-Yves Jégourel
MAZARS
David Chaudat
4.4 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,
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
French Commercial Code (Code de commerce), we hereby report
on the proposal to authorize your board of directors to decide
whether to proceed with an issue of ordinary shares or securities
giving access to the share capital of the company with cancellation
of preferential subscription rights, reserved for members of the
company’s Company Savings Plan and of the French or foreign
companies related to the company in accordance with article
L.225-180 of the French Commercial Code, upon which you are
called to vote.
The maximum nominal amount of the increase in capital that may
result from this issue is 2 percent of the share capital on the date
of implementation of this act of delegation, it being specifi ed that
this amount shall be deducted from the ceilings referred to in the
14th and 16th resolutions approved at the Shareholders’ meeting
of April 21, 2015.
This issue is submitted for your approval in accordance with articles
L.225-129-6 of the French Commercial Code and L.3332-18 of
the French Labor code (Codedutravail).
Your board of directors proposes that, on the basis of its report, it be
authorized, with the right of sub-delegation, for a period of twenty-
six months from the date of this shareholders’ meeting, to decide
on whether to proceed with an issue and proposes to cancel your
preferential subscription rights. If applicable, it shall determine the
fi nal conditions of this operation. This delegation may only be used
from June 30, 2016.
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
Commercial Code. Our role is to report on the fairness of the fi nancial
information taken from the accounts, on the proposed cancellation
of preferential subscription rights, and on other information relating
to the share issue provided in this report.
We have performed those procedures which we considered
necessary to comply with the professional guidance issued by
the French national auditing body (Compagnie Nationale des
Commissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying the information provided in the
board of director’s report relating to this operation and the method
used to determine the issue price of the share or of the equity
securities to be issued.
Subject to subsequent examination of the conditions for the issue
that would be decided, we have no matters to report as to the
methods used to determine the issue price for the shares or the
equity securities to be issued provided in the board of director’s
report.
4.3 Statutory auditors’ report on the authorization to grant options to subscribe
for or to purchase shares
To the Shareholders,