2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
8 ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING<br />
AUDITORS’ SPECIAL REPORTS<br />
274<br />
<strong>Report</strong> from the Statutory Auditors on one or several increases in capital without<br />
pre-emptive subscription rights, reserved for a category of named beneficiaries<br />
Extraordinary Shareholders’ Meeting<br />
of April 21, 2011 (23 rd Resolution)<br />
To the Shareholders,<br />
In our capacity as statutory auditors of your Company, and pursuant<br />
to articles L. 225-135 et seq., L.225-138 et seq. and L. 228-92 et<br />
seq. of the French Commercial Code, we present below our report<br />
on the autorisation sought by the Management Board to increase<br />
the Company’s capital by issuing, on one or several occasions,<br />
shares or share equivalents reserved for the employees of <strong>Schneider</strong><br />
S.A.’s foreign companies, either dirrctly or via the entities operating<br />
on their own account, without pre-emptive subscription rights. The<br />
maximum nominal amount by which the capital may be increased<br />
may not 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 />
amount of any capital increase carried out under this authorisation<br />
is autonomous and separate from the aggregate amount by which<br />
the capital may be increased under the Fourteenth and Sixteenth<br />
Resolutions of this General Meeting.<br />
You are asked to authorise the Management Board, on the basis<br />
described in its report, to increase the Company’s issued share<br />
capital directly or through a representative on one or several<br />
occasions by issuing the securities described above without preemptive<br />
subscriptions rights, for a period of 18 months. If the<br />
resolution is adopted, the Management Board will set the terms<br />
and conditions of these transactions. This authorisation may only<br />
be used as and from August 1 2011.<br />
The Management Board is responsible for reporting to shareholders<br />
on the proposed share issue in accordance with articles R.225-<br />
113, R.225-114 and R.225-117 of the French Commercial Code.<br />
Our responsibility is to express an opinion on the fairness of fi gures<br />
taken from the fi nancial statements, on the proposal to cancel<br />
Statutory Auditors’ report on the share capital reduction through cancellation<br />
of shares<br />
Extraordinary Shareholders’ Meeting<br />
of April 21, 2011 (24 th Resolution)<br />
To the Shareholders,<br />
In our capacity as Statutory Auditors of <strong>Schneider</strong> <strong>Electric</strong> SA and<br />
pursuant to article L. 225-209 of the French Commercial Code in the<br />
event of a share capital reduction through cancellation of purchased<br />
shares, we have prepared this report in order to present you with<br />
our assessment of the reasons for and conditions of the planned<br />
capital reduction.<br />
You are asked to grant the Management Board full powers, for a<br />
period of 24 months, to cancel, up to a maximum of 10% of its<br />
capital per 24-month period, the shares purchased under a share<br />
buyback program pursuant to the provisions of the aforementioned<br />
article.<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />
shareholders’ pre-emptive subscription right, and on certain other<br />
information 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<br />
that we perform procedures to check the content of the report<br />
drawn up by the competent management authority concerning the<br />
transactions 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 <strong>Report</strong>, contingent<br />
upon our fi nal review of the terms of the proposed capital increase.<br />
Since the share price has not yet been fi xed, we cannot formulate<br />
an opinion on the fi nal conditions under which the share issue will<br />
be carried out, and consequently have no opinion on the proposal<br />
to cancel shareholders’ pre-emptive subscription right.<br />
Should the resolution be approved as required by article R. 225-<br />
116 of the French Commercial Code, we will prepare an additional<br />
report at the time the capital increase(s) is (are) carried out by your<br />
Management Board.<br />
Neuilly-sur-Seine and Courbevoie, March 18, 2011<br />
The statutory Auditors<br />
French original signed by<br />
Ernst & Young et Autres<br />
MAZARS<br />
Yvon SALAÜN<br />
David CHAUDAT<br />
We performed the procedures we deemed necessary to conduct this<br />
mission in accordance with the professional guidelines of the French<br />
Institute of Statutory Auditors (CNCC). These procedures require us<br />
to examine whether the reasons for and conditions of the planned<br />
capital reduction, which is not liable jeopardise equality among the<br />
shareholders, are in order.<br />
We have no matters to report regarding the reasons for and<br />
conditions of the planned capital reduction.<br />
Neuilly-sur-Seine and Courbevoie, March 18, 2011<br />
The Statutory Auditors<br />
French original signed by<br />
Ernst & Young et Autres<br />
MAZARS<br />
Yvon SALAÜN<br />
David CHAUDAT