Schneider Electric launches a capital increase reserved for employees

PR Newswire/Les Echos/

Financial Information

Schneider Electric launches a capital increase reserved for employees

Rueil Malmaison, January 27, 2014 - Schneider Electric SA announces today the
launch of a capital increase reserved for employees under the Group employee
savings plan (plan d'épargne salariale).

This offering, which is in line with the Group's policy to develop employee
shareholding, is proposed to Group employees in thirty-eight countries,
including France. This plan covers around 90% of the employees of the Group.
The subscription-revocation period is expected to take place from June 18 to
June 23, 2014.

The payment and delivery of shares is expected on July 24, 2014. The terms of
this offering are described below.

Issuer
Schneider Electric SA
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, 2013, the Board of Directors has decided, on December 17, 2013, 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, and L.225-138-1 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.225-129-2 and
L.225-138 of the French Commercial Code).

Within this framework, subscription of shares is proposed to employees of the
Group in thirty-eight countries, including France. Two subscription plans are
proposed to beneficiaries of this employee share plan:
- 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; and
- in certain countries, a "leveraged" plan (implemented through an agreement
  with a sponsor bank), in which the subscriber benefits from the guarantee of
  receiving, at maturity, the amount of his or her personal contribution and a
  multiple of the performance of Schneider Electric SA shares based on an
  average of the closing share price calculated at maturity.

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 SA authorized the Board of Directors at
the Annual Shareholders' Meeting held on April 25, 2013 (i) under the 18th
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 19th resolution, to increase the share capital, up to 1% of the share
capital, by issuing new shares reserved for employees and entities created for
the benefit of the employees of companies of the Group located outside France.

On December 17, 2013, 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 limit of 4 300 000 shares
(approximately 0.77 % of the share capital as of December 31, 2013). 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 the Eurolist market of Euronext Paris S.A of
the twenty trading days preceding the day of such decision ("Reference price").
Such decision should take place on June 17, 2014. The shares created will bear
right to dividends as of January 1, 2014.

For the classic plan, 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 for the beneficiaries in France and 80
% of the Reference Price for the beneficiaries outside of France.

For the leveraged plan (in Belgium, Brazil, Chile, China, Colombia, Czech
Republic, Egypt, India, Indonesia, Mexico, Philippines, Saudi-Arabia, Slovakia,
South Africa, Spain, Taiwan, Thailand and UAE), beneficiaries will be able to
subscribe to shares through an FCPE.

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 Company Savings
Plan) and officers of the companies of the Group where the head office is
located in one of the thirty-eight 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 23, 2014.

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 SA 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, 2019 (inclusive), or for Italy and Canada,
where an additional classic plan is offered, until June 30, 2021 (inclusive),
except in the occurrence of an early exit event.

Tentative timetable for the offering
Subscription-revocation period: expected from June 18 until June 23, 2014
(inclusive). Capital increase: expected to occur on July 24, 2014.
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
June 18, 2014).

Listing
The admission of new Schneider Electric SA shares to trading on the Euronext
Paris market (Code ISIN: FR0000121972) will be effective, at the latest, on the
day of the capital increase, i.e. July 24, 2014. The new shares will be
assimilated with the existing shares.

Hedging transactions
The implementation of the leverage plan may generate hedging transactions by
the financial institution structuring the offering, starting from the
publication date of the present release (in particular after the end of the
reservation period) and throughout the duration of the plan.

Special note regarding the international offering
This press release does not constitute an offer to sell or a solicitation to
subscribe to Schneider Electric SA shares. The offering of Schneider Electric SA
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 whose name is 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 2012- 5(6°) of the AMF General
Regulations and article 1 4 of circular n° 2005-11 of December 13, 2005, as
well as the press release required by the AMF in accordance with article 223-2
of the AMF General Regulations.

About Schneider Electric
As a global specialist in energy management with operations in more than 100
countries, Schneider Electric offers integrated solutions across multiple market
segments, including leadership positions in energy and infrastructure,
industrial processes, building automation, and data centres/networks, as well
as a broad presence in residential applications. Focused on making energy safe,
reliable, and efficient, the company's 140,000 plus employees achieved revenues
of 24 billion euros in 2012, through an active commitment to help individuals
and organizations "Make the most of their energy."

www.schneider-electric.com

Investor Relations :               Press Contact :
Schneider Electric                 Schneider Electric
Anthony Song                       Véronique Roquet-Montégon
Tél. : [phone]       Phone : [phone]
Fax : [phone]        Fax : [phone]
www.schneider-electric.com
ISIN : FR0000121972

Press Contact :
DGM
Michel Calzaroni
Olivier Labesse
Phone : [phone]
Fax : [phone]

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