APC 2015 Annual Report Download - page 321

2015 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 319
ANNUAL SHAREHOLDERS’ MEETING
8
SPECIAL REPORT FROM STATUTORY AUDITORS
Signed in Paris-La-Défense and in Courbevoie, on March 10, 2016
The statutory auditors
As the fi nal conditions for the issue have not yet been determined,
we cannot report on these conditions and, consequently, on the
proposed cancellation of the preferential subscription rights.
In accordance with article R. 225-116 of the French Commercial
Code, we will issue a supplementary report, if necessary, when your
board of directors has exercised this authorization, in case of issues
of shares or of securities giving access to equity securities and in
case of issues of securities giving access to equity securities to be
issued.
ERNST & YOUNG
ETAUTRES
Jean-Yves Jégourel
MAZARS
David Chaudat
4.5 Statutory Auditors’ report on the issuance of shares or securities giving
access to capital reserved for a category of beneficiaries
To the Shareholders,
In our capacity as Statutory auditors of your company and in
compliance with articles L. 228-92 and 225-135 et seq. of the
French Commercial Code (Code de commerce), we hereby report
on the proposal to issue ordinary shares or securities giving access
to the share capital of the company, with cancellation of preferential
subscription right reserved for: (i) employees and corporate offi cers
of the Schneider Electric Group related to the company under the
terms of article L.225-180 of the French Commercial Code and
article L.3344-1 of the Labor code (Code du travail) and having their
registered offi ce outside France; (ii) and/or UCITS or other collective
investment entities, whether or not they are bodies corporate, with
employee shareholdings invested in the securities of the company
whose unit holders or shareholders are the persons mentioned in
point (i) of this paragraph; (iii) and/or any bank, or subsidiary of such
an institution, acting at the request of the Company for the purposes
of establishing a shareholding or savings plan for the benefi t of the
persons referred to in point (i) of this paragraph, upon which you are
called to vote.
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
of this shareholders’ meeting, it being specifi ed that this amount
shall be deducted from the ceiling of 2 percent referred to in the
21st resolution of this Shareholders’ meeting, but, which on the
other hand is separate and apart from the limits set in the 14th and
16th resolutions approved at the Shareholders’ meeting of April 21,
2015.
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 eighteen
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. This delegation may only be used
from August 1, 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 equity securities
to be issued provided in the board of director’s report.
As the fi nal conditions for the issue have not yet been determined,
we cannot report on these conditions and, consequently, on the
proposed cancellation of the preferential subscription rights.
In accordance with article R. 225-116 of the French Commercial
Code, we will issue a supplementary report, if necessary, when your
board of directors has exercised this authorization, in case of issues
of shares or of securities giving access to equity securities and in
case of issues of securities giving access to equity securities to be
issued.
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