2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
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ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING<br />
AUDITORS’ SPECIAL REPORTS<br />
Statutory auditors’ report on the issuance of common stock and/or marketable<br />
securities giving access to equity with or without preemptive rights<br />
Extraordinary Shareholders’ Meeting of 21 April<br />
2011 – resolutions 14, 16, 17, 18 and 19<br />
To the Shareholders,<br />
In our capacity as your company’s statutory auditors and carrying<br />
out the mission stipulated by the French commercial code,<br />
particularly Articles L. 225-135, L. 225-136 and L. 228-92 thereof,<br />
we are submitting our report on the proposals to delegate to the<br />
Management Board with sub-delegation powers, various issues of<br />
common stock and marketable securities, transactions on which<br />
you are called upon to vote.<br />
Based on its report, your Management Board proposes that you:<br />
• empower it for a period of 26 months to decide on the following<br />
transactions and to set the fi nal terms and conditions for these<br />
equity issues. It also proposes that you cancel your preemptive<br />
rights if necessary:<br />
– issuance of common stock for any marketable securities giving<br />
access to the company’s common stock on one or several<br />
occasions or, in accordance with Article L. 228-93 of the<br />
French commercial code, of a company that it holds over onehalf<br />
of the equity either directly or indirectly with preemptive<br />
rights maintained (14th resolution),<br />
– issuance through a public tender offer of common stock or any<br />
marketable securities giving access to the company’s common<br />
stock, on one or several occasions, pursuant to Article L. 228-<br />
93 of the French commercial code, of a company in which it<br />
holds over one-half of the equity, either directly or indirectly,<br />
with preemptive rights canceld (16th resolution) it being<br />
understood that these securities may be issued to exchange<br />
for the securities that would be contributed to the company<br />
under a share exchange offer on securities meeting the terms<br />
and conditions set forth in Article L. 225-148 of the French<br />
commercial code (18th resolution),<br />
– issuance on one or more occasions under an offer stipulated<br />
in Section II of Article L. 411-2 of the French monetary and<br />
fi nancial code of common stock or any other marketable<br />
security giving access to the company’s share capital or in<br />
accordance with Article L. 228-93 of the French commercial<br />
code, of a company of which it holds over one- half of the<br />
share capital either directly or indirectly with preemptive rights<br />
canceld (19th resolution).<br />
• to empower it for a period of 26 months to set the terms and<br />
conditions for issuance of common stock and marketable<br />
securities giving access to common shares so as to pay for the<br />
contributions in kind granted to the company and which consist<br />
of equity securities or marketable securities giving access to the<br />
share capital (18th resolution) up to the limit of 10% of the share<br />
capital.<br />
The nominal amount of the capital increases to be conducted<br />
immediately or in the long-term may not exceed EUR800 million<br />
under the 14th resolution, EUR217 million under the 16th resolution<br />
with the upper limit stipulated in the 14th and 16th resolution for the<br />
17th resolution, the upper limit stipulated in the 16th resolution for<br />
the 18th resolution and EUR108 million under the 19th resolution up<br />
to the upper limit stipulated in the 17th resolution. These amounts<br />
will be deducted from the overall upper limit of EUR800 million set<br />
forth in the 14th resolution.<br />
The Management Board also proposes that you empower it for a<br />
period of 26 months to decide to issue marketable securities, other<br />
than equity securities or those giving access to equity securities,<br />
giving access to debt securities with or without preemptive rights<br />
as part of public tender offers or of private placements (14th, 16th<br />
and 19th resolutions).<br />
The overall nominal amount of debt securities that could be issued<br />
may not exceed EUR3 billion for the 14th, 16th and 19th resolutions.<br />
The number of securities to create towards implementing the<br />
delegations of power stipulated in the 14th and 16th resolutions may<br />
be increased under the conditions stipulated in Article L. 225-135-1<br />
of the French commercial code if you adopt the 16th resolution.<br />
The Management Board is responsible for reporting to shareholders<br />
on the proposed share issues 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 />
shareholders’ pre-emptive subscription right, and on certain other<br />
information included in this report.<br />
We carried out our work on the fi nancial statements relating to this<br />
mission in accordance with the professional standards of the French<br />
Statutory Auditors Association. Those standards require that we<br />
perform procedures to check the content of the report drawn up<br />
by the Management Board concerning these transactions and the<br />
methods used to determine the share issue price.<br />
We have no matters to report concerning the method for determining<br />
the issue price as described in the Management Board report,<br />
contingent upon our fi nal review of the terms of the proposed capital<br />
increase under the 16th and 19th resolutions.<br />
Furthermore, since this report does not explain the terms and<br />
conditions for determining the issue price of the equity securities to<br />
be issued towards implementing the 14th and 18th resolutions, we<br />
cannot give our opinion on the choice of the methods of calculating<br />
the issue price.<br />
Since the issue price has not yet been set, we cannot formulate an<br />
opinion on the fi nal conditions under which the share issues will be<br />
carried out, and consequently have no opinion on the proposal to<br />
cancel shareholders’ pre-emptive right contained in the 17th and<br />
19th resolutions.<br />
In accordance with Article R. 225-116 of the French commercial<br />
code, we will submit an additional report if necessary at such time<br />
your Management Board uses these authorisations in the event it<br />
issues common stock with preemptive rights canceled and it issues<br />
marketable securities giving access to the share capital and/or giving<br />
right to an allocation of debt securities.<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 />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 275<br />
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