Connect - Schneider Electric
Connect - Schneider Electric
Connect - Schneider Electric
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ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING<br />
AUDITORS’ SPECIAL REPORTS<br />
Report from the Statutory Auditors on a share or securities issue with cancellation<br />
of pre-emptive subscription rights, reserved for a category of named beneficiaries<br />
Extraordinary Shareholders’ Meeting of May 3, 2012<br />
To the Shareholders,<br />
In our capacity as statutory auditors of your Company, and pursuant<br />
to articles L.225-135 and seq., L.228-92 and L.225-135 and seq.<br />
of the French Commercial Code, we present below our report on<br />
the project to issue common shares or securities providing access<br />
to the Company’s share capital reserved for (i) the employees and<br />
corporate offi cers of <strong>Schneider</strong> <strong>Electric</strong> Group companies, linked to<br />
the Company under the conditions of article L.225-180 of the French<br />
Commercial Code and of article L.3344-1 of the French Labour<br />
Code and with their head offi ce outside France; (ii) and/or mutual<br />
funds or other entities, whether or not they have legal personality,<br />
employee shareholdings invested in securities of a company whose<br />
holders of units or shareholders are the persons mentioned in (i)<br />
of this paragraph; (iii) and/or any banking institution or subsidiary<br />
of such an institution acting at the request of the Company for the<br />
purposes of implementation of an employee shareholding or savings<br />
plan for the benefi t of the persons mentioned in (i) of this paragraph<br />
with cancellation of pre-emptive subscription rights. The maximum<br />
nominal amount by which the capital may be increased may not<br />
exceed 1% of the issued capital as of the date of the present<br />
Shareholders’ Meeting and which you are asked to approve. The<br />
1% capital limit will be imposed on the planned 2% limit in the<br />
twenty-second resolution adopted by the Shareholders’ Meeting of<br />
the April 21, 2011; however it is autonomous and separate from the<br />
aggregate amount by which the capital may be increased under<br />
the Fourteenth and Sixteenth Resolutions of the General Meeting<br />
of April 21, 2011.<br />
You are asked to authorise the Management Board, on the basis<br />
described in its report and with the powers of delegation, the power<br />
to set the methods for this transaction and to exclude your preemptive<br />
subscriptions rights for the stocks and the securities to be<br />
issued, for a period of 18 months from this Shareholders’ Meeting.<br />
This authorisation may only be used as and from August 1, 2012.<br />
The Management Board is responsible for reporting to shareholders<br />
on the proposed share issue in accordance with articles R.225-113<br />
et seq. of the French Commercial Code. Our responsibility is to<br />
express an opinion on the fairness of figures taken from the financial<br />
statements, on the proposal to cancel shareholders’ pre-emptive<br />
subscription right, and on certain other information concerning the<br />
issue, included in this report.<br />
We performed the procedures we deemed necessary to conduct the<br />
mission in accordance with the professional guidelines of the French<br />
Institute of Statutory Auditors (CNCC). Those standards require that<br />
we perform procedures to check the content of the report drawn up<br />
by the competent management authority concerning this transaction<br />
and the methods used to determine the share price.<br />
We have no matters to report concerning the method for determining<br />
the issue price as described in the Management Report, contingent<br />
upon our final review of the terms of the proposed issue.<br />
Since the fi nal conditions for the issue have not yet been fixed, we<br />
cannot formulate an opinion on these conditions and consequently<br />
have no opinion on the proposal made to you to cancel your preemptive<br />
subscription right.<br />
In compliance with article R.225-116 of the French Commercial<br />
Code, we will prepare an additional report when this authorisation is<br />
used by your Management Board.<br />
Courbevoie and Paris-La Défense, March 21, 2012,<br />
The Statutory Auditors<br />
French original signed by<br />
Mazars Ernst & Young et Autres<br />
David CHAUDAT Yvon SALAÜN<br />
2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
267<br />
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