Schneider Electric launches a capital increase reserved for employees

Schneider Electric SE announces today the launch of a capital increase reserved for employees under its Group Employee Savings Plans (plans d’épargne salariale). This offering, which is in line with the Group’s policy to develop employee shareholding, is proposed to Group employees in forty-one countries, including France. This plan covers around 85% of the employees of the Group. The subscription-revocation period is expected to take place from June 1st to 7, 2018. The payment and delivery of shares is expected on July 10, 2018. The terms of this offering are described below. Issuer Schneider Electric SE 35 rue Joseph Monier – 92500 Rueil-Malmaison – France Euronext Paris – Compartment A Ordinary share ISIN code: FR0000121972 Security eligible to the Deferred Settlement Service (Service de Règlement Différé or SRD) Purpose of the transaction – Reasons for the offering As per the decision made during the Annual Shareholders’ Meeting held on April 25, 2017, the Board of Directors has decided, on December 14, 2017, on the principle of the offering and delegated to the Deputy Chief Executive Officer the power to decide to proceed with the issue of (i) shares reserved for employees participating in the Schneider Electric Group Savings Plan (pursuant to article L.225-129-2, L.225-129-6, L.225-138-1 and L.228-92 and seq. of the French Commercial Code and article L.3332-1 and seq. of the French Labour Code) and (ii) shares reserved for employees and entities created for the benefit of employees, of Group companies located outside France (pursuant to article L.225-129-1, L.225-138 and L.228-92 and seq. of the French Commercial Code). Within this framework, subscription of shares is proposed to employees of the Group in forty-one countries, including France under a “classic” plan, in which the subscriber is fully exposed to variations in the share price and may, if applicable, benefit from an employer matching contribution. This offering aims to reinforce the attachment of employees to the Group by giving them the opportunity to be more involved in the Group’s developments and future performance. Shares to be offered The shareholders of Schneider Electric SE authorized the Board of Directors at the Annual Shareholders’ Meeting held on April 25, 2017 (i) under the 25th resolution, to increase the share capital, up to 2% of the share capital, by issuance of new shares or other securities giving access to the company’s share capital reserved for Group employees taking part in the savings plan, and (ii) under the 26th resolution, to increase the share capital, up to 1% of the share capital, by issuing new shares Financial information Page | 2 Investor Relations Schneider Electric Amit Bhalla Tel: +44 20 7592 8216 www.schneider-electric.com ISIN : FR0000121972 Press Contact : Schneider Electric Véronique Roquet-Montégon Tel : +33 (0)1 41 29 70 76 Fax : +33 (0)1 41 29 88 14 Press Contact : DGM Michel Calzaroni Olivier Labesse Phone : +33 (0)1 40 70 11 89 Fax : +33 (0)1 40 70 90 46 reserved for employees and entities created for the benefit of the employees of companies of the Group located outside France. On December 14, 2017, the Board of Directors decided the principle methods regarding these capital increases and delegated to the Deputy Chief Executive Officer the power to implement them within the limits of 3 700 000 shares (approximately 0.62 % of the share capital as of December 31, 2017) and of a global matching contribution to be paid by the Group under the offering. It further delegated to him the power to fix the conditions of these capital increases and in particular the subscription price of the new shares, based on the average of the opening share prices quoted on Euronext Paris market on the twenty trading days preceding the day of such decision (“Reference price”). Such decision should take place on May 31, 2018. The shares created will bear right to dividends as of January 1, 2018. Beneficiaries will be able to subscribe to shares either directly, or through a fonds commun de placement d’entreprise (“FCPE”), at a price equal to 85% of the Reference Price. Conditions relating to subscription The beneficiaries of the employee share plan are employees (as well as retirees and pre-retirees in France, having kept their investment in the Group Savings Plan) and officers of the companies of the Group where the head office is located in one of the forty-one countries participating in the offering, who have at least three-month seniority in one of the companies of the Group on the last day of the subscription period, i.e., June 7, 2018. The present offering is undertaken without preferential subscription right. The unit holders of the FCPE will exercise their rights to vote in the Schneider Electric SE Shareholders’ Meetings indirectly, through the Supervisory Board of the FCPE. The subscribers of this offering will hold the subscribed shares or the units of the FCPE at least until June 30, 2023 (inclusive), except in early exit cases. Tentative timetable for the offering Subscription-revocation period: expected from June 1st to 7, 2018 (inclusive). Capital increase: expected to occur on July 10, 2018. The above dates are indicative and are subject to change. They will be finalized by a decision of the Deputy Chief Executive Officer (expected on May 31, 2018). Listing The admission of new Schneider Electric SE shares to trading on the Euronext Paris market (Code ISIN: FR0000121972) will be requested, at the latest, on the day of the capital increase, i.e. July 10, 2018. The new shares will be assimilated with the existing shares. Special note regarding the international offering Financial information Page | 3 Investor Relations Schneider Electric Amit Bhalla Tel: +44 20 7592 8216 www.schneider-electric.com ISIN : FR0000121972 Press Contact : Schneider Electric Véronique Roquet-Montégon Tel : +33 (0)1 41 29 70 76 Fax : +33 (0)1 41 29 88 14 Press Contact : DGM Michel Calzaroni Olivier Labesse Phone : +33 (0)1 40 70 11 89 Fax : +33 (0)1 40 70 90 46 This press release does not constitute an offer to sell or a solicitation to subscribe to Schneider Electric SE shares. The offering of Schneider Electric SE shares reserved for employees will be conducted only in countries where such an offering has been registered with the competent local authorities and/or following the approval of a prospectus by the competent local authorities or in consideration of an exemption from the requirement to prepare a prospectus or register the offering. More generally, the offering will only be conducted in countries where all required filing procedures and/or notifications have been completed and the authorizations have been obtained. This press release is not destined for, and copies thereof should not be sent to, countries in which such a prospectus has not been approved or such an exemption is not available or where all of the required filing procedures and/or notifications have not been completed or where the authorizations have not been obtained. The securities described herein have not been and will not be registered with the U.S. Securities and Exchange Commission and may only be offered or sold in the United States in transactions that are exempt from the registration requirements of the U.S. Securities Act of 1933. Employee Contact The beneficiaries may address all questions regarding this offering to their contact person as indicated in the brochure included in the subscription materials that were provided to them. This press release is made in reliance of the exemption from publishing a prospectus provided for in Article 4(1)(e) of the EU Prospectus Directive 2003/71/EC, as amended. This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in the EU Prospectus Directive 2003/71/EC, as amended, transposed in internal law of the member states of the European Union and, with respect to French law, to articles 212-4(5°) and 212- 5(6°) of the AMF General Regulations and article 19 of circular n° 2016-04 of January 15, 2018, as well as the press release required by the AMF in accordance with article 221-3 of the AMF General Regulations. About Schneider Electric: Schneider Electric is leading the Digital Transformation of Energy Management and Automation in Homes, Buildings, Data Centers, Infrastructure and Industries. With global presence in over 100 countries, Schneider is the undisputable leader in Power Management – Medium Voltage, Low Voltage and Secure Power, and in Automation Systems. We provide integrated efficiency solutions, combining energy, automation and software. In our global Ecosystem, we collaborate with the largest Partner, Integrator and Developer Community on our Open Platform to deliver real-time control and operational efficiency. We believe that great people and partners make Schneider a great company and that our commitment to Innovation, Diversity and Sustainability ensures that Life Is On everywhere, for everyone and at every moment