Sharing Schneider Electric Guide to the 2015 Planinfra.schneider-electric.co.in/pdf/Investor-Relations/... · · 2017-09-13Sharing Schneider Electric Guide to the 2015 Plan we sop

Sharing Schneider ElectricGuide to the 2015 Plan

wesop

Watch the Teaser

"It is a special edition as itmarks the 20th anniversaryof the Plan and a very good

opportunity to reflect onwhat we’ve achieved through

this program until now but also to think about

the future."

Watch Jean-Pascal Tricoire's video

Schneider Electric > 3

Investing today for tomorrowI am happy to announce the launch of the 2015 edition of our World Employee Share Ownership Plan (WESOP).

It is a special edition as it marks the 20th anniversary of the Plan and a very good opportunity to reflect on what

we’ve achieved through this program until now but also to think about the future.

In the last 20 years, Schneider Electric has enabled its employees to acquire shares on preferential terms. Today,

employees hold 4.2% of the group’s capital. All in all, today, a quarter of our employees are also shareholders.

This success demonstrates your confidence and engagement with our company, both through your daily individual

contribution and by investing in our collective work.

Over the last 10 years, the Group’s dividend showed an average annual yield of 3.5%, much better than many

other financial investments. Schneider Electric pays out about 50% of its net income to shareholders in dividends

and has now taken a commitment to systematically increase the dividend year over year.

As you already know, I’m particularly passionate about employee stock ownership and I strongly believe that you

are the most legitimate shareholders of the company. We are one of the few companies that have kept a very strong

consistency and commitment to the WESOP practice during good and bad times.

Our plans are a great opportunity to become a Schneider Electric shareholder on preferential terms, because shares

are issued to you at a discount from the market price, and you benefit from an employer matching contribution.

By investing in Schneider Electric, you take part even more closely to its performance and to the building of its future.

The 2015 edition of WESOP will be available in 33 countries, covering more than 90% of our total number of

employees. This evolution is not only due to the success of the previous editions of the Plan, but also to our

commitment to step up and to put an even greater part of our company in the hands of its employees.

At the beginning of this year we launched our new company program, Schneider is On, with a clear ambition to put

the customers at the core of everything we do. Through Schneider is On, we will Do More for our customers, we will

Digitize further, Innovate, Simplify and Step Up in engagement and performance. With this 5-year company program

we will be more efficient, creating higher value for our shareholders, particularly for our employee shareholders.

I would like to thank you once again for your engagement as key actors of our collective journey but also as

investors in our company.

Jean-Pascal Tricoire

Chairman & CEO

Schneider Electric key figuresat 31 December, 2014

More than 170,000 employees

Revenues €24.9 billion

in over 100 countries

Adjusted EBITA €3.5 billion

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A company with strong fundamentalsLeadership positions: over time, Schneider Electric built a recognized brand and

an extensive customer reach through an unmatched network of intermediaries and

partners, reinforcing its global ranking. The company is #1 globally in 3 of its 4

businesses (Buildings & Partner, Infrastructure and IT).

Two complementary business models, Products and Solutions: Schneider Electric

leverages its best-in-class Products to provide integrated Solutions addressing key

customer pain points in targeted market segments. Additionally, the Group has built

a rich Service offer which is a proven growth engine.

A balanced risk profile: the Group’s presence is balanced across 4 geographical

regions and 4 diversified end-markets allowing it to capture the growth potential

of fast-growing countries and markets.

A technology company, committed to innovation: R&D spends represent 4-5%

of annual revenues.

Ambitious long term targetsThe Group aims to deliver profitable growth and has defined the following targets:

Revenues: to grow at an average organic* rate of 3 to 6%, over the economic cycle

Adjusted EBITA** margin range of 13 – 17%

ROCE (Return on Capital Employed)***: between 11% and 15%

A new company program to support our strategyfor profitable growthThe company has consistently deployed its long-term

strategy through company programs. The new company

program (2015-2020) will bring the company to the next level:

Do More: focus on customer boosters such as software or services to outgrow the

market, drive a customer-centric culture to increase cross-selling, reinforce the tailored

supply chain and step-up project execution to improve margin

Digitize: leverage connected assets to accelerate service growth and build partner

intimacy through digital customer experience

Innovate: aim to be a truly innovative technology partner for efficiency and sustainability

Step-up: develop learning, mentoring and well-being to drive employee engagement,

reinforce collaboration, focus on performance management and growing talents

Simplify: improve processes to create a lean organization, develop benchmark

culture to drive savings, and realign resources with strategic priorities

Non-Residential & Residential Buildings

Data Centres & Networks

Industrial & Machines

Utilities & Infrastructure

Rest of the world

North America

Asia Pacific

Western Europe

26%

27%14%

33%Revenue

breakdown by end-market

in 2014

28%

28%

25%

19%

Revenuebreakdown

by geographicregion

in 2014

*Organic: excluding foreign exchangeand scope impact (acquisitions &disposals)

**EBITA: Earnings Before Interests,Taxes and Amortization. The EBITArefers to a company’s earnings beforethe deduction of interest, taxes andamortization expenses. This financialindicator is used widely to measureefficiency and profitability

Adjusted EBITA: corresponds to theGroup’s operational margin

***ROCE: Return on Capital Employed.The ROCE is the primary measure ofhow efficiently a company utilizes allavailable capital to generateadditional profits

A leader in an attractive marketSchneider Electric, the global specialist in energy management and automation,operates in over 100 countries with over 170,000 employees. The companygenerated revenues of €24.9 billion in 2014.

An attractivedividend policy

The dividend is a portion of the Group net income

distributed to shareholders. The amount of the dividend is

approved by shareholders during the General Annual meeting.

Schneider Electric pays out about 50% of its net income to

shareholders in dividends and has now taken a commitment

to systematically increase the dividend year after year over

the course of the company program. Over the past ten years

(2005-2014), the Group’s dividend showed an average

annual growth rate of 7.8% (CAGR)*.

*CAGR: Compound Annual Growth Rate. Describes the rate at which an investment

would have grown if it grew at a steady rate each year

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Share price trend over the past 10 yearsFrom 2005 to 2014, the Schneider Electric stock grew 137% while the CAC40Index grew 12%. From 2010 to 2014, the Schneider Electric stock grew 48%, while the CAC40Index grew 9%. The stock also outperformed peers in Europe: +4 points versusEuropean Capital Goods (MSCI Index).

Why should you invest?Investing in shares means putting money in for the long term

Shares are still the most effective long-term investment. For example, the Schneider

Electric share increased by 9% a year over the past 10 years (2005-2014).

By comparison, a short term bank investment currently yields a maximum of about

2% a year.

Investing regularly helps smooth out the ups and downs

of economic conditions

The best way to avoid being affected by market extremes is to put money

in regularly every year so you benefit from times when the share price is low,

generating a more favourable average acquisition cost.

Investing in your company also gives meaning to your investment

By investing in Schneider Electric, you take part even more closely in its performance

and its future. You will also take part in the new energy challenges of the future:

producing more with less, promoting access to electricity for everyone, coping with

the challenges of climate change.

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* SEIL: Schneider Electric Infrastructure Ltd. SEPSL: Schneider Electric President Systems Ltd.

(1) Please refer to the Country Supplement with respect to the matching contribution rules allocated by your employer if any.

(2) Subject to the Deputy Chief Executive Officer's decision to implement the capital increase.

Invest in 2015 WESOP Main featuresYou can participate in the 2015 World Employee Share Ownership Plan (WESOP), through a FCPE, with a minimum of

INR 700.

Participating in the 2015 WESOP through a FCPE means that the shares will be subscribed in your name through a

collective employee shareholding vehicle (a French Fonds Commun de Placement d’Entreprise – FCPE) in which you

will hold units.

The shares are issued to you at a 20% discount from the market price, and you may benefit from an employer

matching contribution1 if decided by your employer.

As a Schneider Electric SE shareholder, you benefit in full from the increase or bear the full decrease in the price of the share.

There will be no Leveraged Offer under the 2015 WESOP. This concerns all countries, including yours. As a result,

unlike 2014, there is only one offer proposed in your country: the Classic Offer.

Questions and answersWho can subscribe?Employees of any participating company of the Schneider Electric Group, who have worked for at least 3 months in

one or more Schneider Electric Group companies on the last day of the revocation period, which is 4 June 2015 and

who are still employed on such day.

When and how to subscribe?You can participate in the 2015 WESOP by submitting electronically a reservation (except for SEIL and SEPSL)*

between 27 March to 28 April 2015.

Note: Last entered details will prevail in online subscription tool.

In case you wish to submit a paper subscription form (and if you are employee of SEIL or SEPSL), it will need to be

remitted within the same period to your local Human Resources Department. In case of submission of a subscription

via internet in addition to a paper subscription form, the reservation filled out on the website will prevail on the hard

copy reservation form included with this brochure.

The subscription price is expected to be set on 26 May 20152 and to be communicated to you on 27 May 2015 through

notices at your company’s premises and on the dedicated space of the internet site www.schneider-shareplan.com.

During the revocation period between 28 May and 4 June 2015 you can:

hold your reservation in which case it becomes a definitive and firm subscription order;

complete and submit a revocation form.


Note:

The subscription price is equal to the reference price minus 20% and is expected to be decided by the Deputy Chief Executive Officer, upon delegation of theBoard of Directors, on 26 May 2015. It will be announced accordingly no later than 27 May 2015 through notices at your company’s premises and on thededicated space of the internet site www.schneider-shareplan.com.

The reference price is to be equal to the average of the 20 opening prices of the Schneider Electric SE share recorded on the Paris stock exchange from 27 Aprilto 25 May 2015 (inclusive).

(3) Please note that this 2015 withdrawal of the Leveraged Offer does not affect the Leveraged Offers in prior WESOPs.

What is the minimum subscription amount?You can subscribe with just INR 700.

What is the maximum subscription amount?The total amount of your investment this year in the 2015 WESOP cannot be more

than 25% of your gross annual earnings (including bonuses) for 2014. The employer

matching contribution, if any, is not included as gross annual earnings nor as personal

contribution for the purpose of this calculation.

When will the subscription price be known?The reference price is expected to be known on 26 May 2015, i.e. after the

reservation period. Thus, you will make a reservation for the 2015 WESOP at an

unknown price. You will be informed of the subscription price on 27 May 2015 by

notices displayed at your company premises and on the dedicated internet site,

and you will have a period of 6 days to decide whether or not to proceed with your

subscription.

What do you need to do if you change your mind?If you decide not to proceed with your subscription to the 2015 WESOP, you must fill

out a revocation form that you can obtain from your Human Resources Department.

In order to be valid, it must be received by your Human Resources Department by

4 June 2015 (17:00 local time) inclusive. If you fail to do so, after that date, your

reservation will automatically become a definitive and firm subscription order and

you will no longer have the right to cancel it.

What are the methods of payment?Please consult the Country Supplement accompanying this brochure for information

about the methods of payment available in your country. Payment of purchase price

will be in Indian Rupees (INR) at the exchange rate to be determined prior to beginning

of the revocation period.

Withdrawal of the Leveraged Offer3

Even before 2015, a majority

of participating countries to

the WESOP proposed only

one Classic Offer. Now, with

the Leveraged Offer being

globally withdrawn, all countries

are aligned with only one

Classic Offer proposed in all

participating countries.

Schneider Electric remains

among one of the leading

international companies that

offers to their employees such

an opportunity to become a

shareholder with the aim to

strengthen its unity and to

consolidate its worldwide

position.

wesop

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FCPEWhat is it?An Employee Mutual Savings Fund (“Fonds Commun de Placementd’Entreprise” or FCPE in French) is:

A co-ownership of securities governed by article L. 214-165 of the French Monetary and Financial Code and

dedicated to Employee Shareholding Schemes such as Schneider Electric WESOP;

Employee Mutual Savings Funds are almost exclusively invested in Schneider Electric shares and managed by an

Asset Management Company on behalf of unit holders.

Employees who subscribe will receive a number of unitscorresponding to the amount they have invested:

The FCPE is divided into units of equal value, and each of these units represents an interest in the FCPE, i.e. the

shares held under the FCPE;

The FCPE units are not transferable and cannot be listed on a stock exchange, contrary to shares.

The FCPE is managed by an Asset Management Company and controlled by a Supervisory Board made up of at least

50% of representatives of Schneider Electric employees and 50% of representatives of Schneider Electric

management who all hold units in the fund.

The rules of the FCPE and the KIID (Key Investor Information Document) which specify the FCPE’s main

characteristics are available to each Schneider Electric employee at any time.

How does it Work?Your personal investment and the employer matching contribution, if any, are placed in a temporary fund “Schneider

Relais International 2015” which will merge shortly after the capital increase into the permanent fund “Schneider

Actionnariat Mondial”. This permanent fund includes the overall investment of all unit holders including the employer

matching contribution, if any. The permanent FCPE’s unit value is higher than the temporary’s FCPE’s unit because

dividends are reinvested within the FCPE into additional Schneider Electric shares, thus increasing each unit’s value

every year.

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(1) Please refer to the Country Supplement with respect to the matching contribution rules allocated by your employer, if any.

(2) Please refer also to the Country Supplement with respect to the impact of the exchange rate evolution.

(3) Subject to the decision of the FCPE’s Supervisory Board and to the approval of the French Stock Market Regulator (Autorité des Marchés Financiers or AMF).

(4) Matching contribution, if any, is not included.

Investing in the Classic OfferYou want to: You choose to:

benefit in full from any increase or bear

in full any decrease in the price of the

Schneider Electric SE share2;

keep your investment locked in for 5 years,

except in a case permitting or imposing

early redemption (see page 17).

The Classic Offer in 3 stepsAt subscriptionThe Schneider Electric SE shares will be subscribed in your name through the “Schneider Relais International 2015”

FCPE, in which you will hold units.

After the capital increase, the “Schneider Relais International 2015” FCPE is to merge with the "Schneider Actionnariat

Mondial" FCPE3.

Your employer may have decided to allocate a matching contribution which will supplement your personal contribution.

Please refer to the Country Supplement for more details.

You can subscribe with just INR 700 and the total amount of your investment this year cannot be more than 25% of

your gross annual earnings (including bonuses) for 20144.

During the term of your investmentThe value of your investment tracks the changes in the price of the Schneider Electric SE share. As a result, you fully

benefit from the increase or bear the decrease in the price of the share, and you benefit from any dividends attached

to the share which are automatically reinvested into the FCPE.

At the end of the 5-year holding period (up to and including 30 June 2020)You can decide to keep your investment in the Classic Offer FCPE until the date you choose. This gives you the

freedom to redeem your assets when you consider the value of the Schneider Electric SE share is best for you. If you

are a Schneider Electric employee, you are not liable to pay any custodian charges.

invest in Schneider Electric SE,

through a FCPE;

benefit from the 20% discount

on the reference price;

benefit, if decided by your employer, from a matching

contribution up to a maximum of INR 97,5001;

benefit from any dividends.

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Click hereto subscribe


Reference price: €502

Subscription price: €402

The price of the share rises:

The price of the share at redemption

€65

My investment

€100

Value of my investment at redemption

€162.5

The price of the share is unchanged:


€50

My investment

€100


€125

The price of the share falls:


€35

My investment

€100


€87.5

+62.5%+30%

(1) Hypothetical simulations. Please note that the simulations presented above do not take into account any employer matching contribution, dividends or taxes.

Please refer to the attached Country Supplement for information on the income and social security taxes that may apply in your country, as well as on theemployer matching contribution rules that apply in your country.

(2) These prices are given as examples. The reference and subscription prices will be communicated on 27 May 2015.

+25%

-12.5%-30%

0%

Understanding the Classic Offer1

The maximum number of shares that may be offered under the capital increase is

2.7 million shares (that is approximately 0.46% of the share capital), part of which

will be reserved to subscriptions made within the Schneider Electric Group Savings

Plan and part of it reserved to those made within the Schneider Electric International

Employee Shareholding Plan (IESP). The definitive number of shares offered and

their allocation will be determined by the Deputy Chief Executive Officer, upon

delegation of the Board of Directors, at the time of subscription price fixing. The

subscription price will be published no later than 27 May 2015 in your company’s

premises and on the dedicated internet site www.schneider-shareplan.com.

If the number of shares requested exceeds the number of shares allocated to the

Schneider Electric International Employee Shareholding Plan, the following

reduction formula will be applied:

the ceiling for shares available per subscriber will be calculated as follows:

the maximum number of shares offered divided by the number of subscribers;

orders that are equal to or below this ceiling will be served in full;

orders that are above the ceiling will be served in full up to the ceiling amount,

and on a pro rata basis above this amount, to the extent of the shares available.

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Subscription ceiling andmethods of reduction

Schneider Electric will request

admission to listing on the

French Stock Exchange,

the Eurolist market of NYSE

Euronext Paris (Compartment

A) of the newly issued shares

shortly after their issuance.

These shares will all be

ordinary shares giving the

same right as the other

existing ordinary shares.

wesop


(1) The cases of early redemption for your country are described in the Country Supplement provided together with this brochure.

(2) A third case may happen as mentioned in the International Employee Shareholding Plan, however this case may be subject to an exceptional waiver decisionfrom Schneider Electric SE.

(3) As an exception, international mobility and/ or an international transfer from one country to another and as long as you remain a Schneider Electric employeedo not constitute a case of Mandatory or Early Exit.

The Procedure for Early Exit CasesIn consideration for the preferential terms that are offered to you as a Schneider Electric employee, your

investment must be held for at least 5 years, i.e. up to and including 30 June 2020. Nevertheless, under

certain circumstances1, you can or must have all or part of your investment redeemed early.

Who to contact?In order to do so, please contact your Country Correspondent to receive the “Request for Redemption Form”

that you will have to fill in to trigger the early redemption of your assets.

For more information, please contact your Country Correspondent and/or your HR Department.

Which value?The value of your investment upon early exit is calculated based on the share price on the day following the

completion of processing of your early exit request.

The Procedure for Mandatory Exit CasesUnder certain circumstances described in the Country Supplement, you must have all of your investment

redeemed, whether such event occurs during the 5-year holding period or thereafter. The main circumstances2

are the employee’s death and the employee’s termination of contract with Schneider Electric whatever the

reason (i.e. resignation, dismissal, retirement)3.

In case of termination of contract, what happens?Since 1 July 2014, in case of termination of contract for any reasons (i.e. resignation, dismissal, retirement,

death) you (or your heirs) have a full year as of the date of the termination of your contract (i.e. the date when

you leave the group) to request the redemption of all of your investments.

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ReminderThis is a private offering reserved for eligible employees of the Schneider Electric GroupThe securities being offered for sale in this offering have not been recommended by any governmental securities

commission or regulatory authority. Nor have any of these authorities confirmed the accuracy or determined the adequacy

of this document or any other materials being distributed or made available to you in connection with this offering.

In most countries, participating in this offering will have tax consequences for the participantAlthough a general tax summary is provided in the Country Supplement accompanying this brochure, neither

Schneider Electric nor your employer is providing any tax advice and you should consult your own tax advisor for

advice regarding the tax consequences of participating in this offering.

Furthermore, neither Schneider Electric nor your employer is giving investment advice with respect to this offeringInvesting is a personal decision that you must make yourself, taking into account your financial resources, your

investment goals, your personal tax situation and any other investment alternatives available to you. In this regard, you

are encouraged to consider the diversification of your investment portfolio to ensure that the risk that you assume is

not unduly concentrated on any single investment.

Your decision whether or not to participate in this offering is entirely personal and is entirely voluntaryYour decision will have no effect, either positive or negative, on your employment within the Schneider Electric Group.

Nothing contained in this document or in any other materials distributed or made available to you in connection with

this offering plan shall confer on you any right or entitlement respecting your employment. Participating in this offering

is separate from and does not form part of your employment agreement.

The completion of the increase of capital is subject to the decisionof the Schneider Electric SE Deputy Chief Executive Officer to launchthe offeringSuch decision is expected to take place on 26 May 2015, where the Deputy Chief Executive Officer, upon delegation of

the Board of Directors, will fix the subscription price, the dates of the revocation period and the exact number of shares

offered. Therefore, prior to such date any orders are reservation orders, and such reservations may become final and

binding subscription orders solely after the Deputy Chief Executive Officer has definitively fixed the subscription price

and the dates of the revocation period. In the event the Deputy Chief Executive Officer decides not to pursue with the

offering, you will be informed by notices in your company’s premises and on the dedicated space on your internet site

www.schneider-shareplan.com.

AssetsThe assets are the sums held through the FCPEs.

Capital gain / loss A capital gain is recorded when there is a positive differencebetween the redemption price (the price of the unit at the timeyou redeem it) and the subscription price for a FCPE unit. If thedifference is negative, there is a capital loss.

Capital increaseWith the total amount subscribed by Schneider Electricemployees of the participating countries, Schneider Electric SEwill issue a certain number of shares through a capital increasewhich will then be delivered to each employee who subscribed,or to an FCPE on behalf of the employee who subscribed.Those shares are locked-up for 5 years and are held with theaccount holder chosen by Schneider Electric or within an FCPE.

Discount The discount is a reduction in the price at which the shares areoffered to employees, as compared to the reference price. Thisreduction makes the employee subscription price preferential.Under the 2015 WESOP, this reduction is 20%.

DividendA portion of the company’s profit paid, where applicable, to theshareholder. In order for a company to pay dividends, thepayment must be approved by a General Annual Meeting of itsshareholders.

Employer matchingcontribution (Company specific)The amount which may be paid by your employer with respectto your own investment in the Classic Offer. The calculationrules for the matching contribution to be paid by your employer,if any, is provided in your Country Supplement.

FCPE (Fonds Commun de Placementd’Entreprise)The FCPE is a portfolio of shares that are held in co-ownership.These shares belong to the individuals that have purchased themthrough the FCPE. The FCPE is divided into equal units, and eachof these individuals receives a number of units corresponding tothe amount that he or she has invested. The FCPE is managedby a management company on behalf of and for the benefit ofthe unit holders. The FCPE’s Supervisory Board exercises thevoting rights over the shares of the FCPEs under the 2015 WESOP.

The FCPE is operated under the rules that are approved by theAutorité des Marchés Financiers (AMF) (the French StockMarket Regulator).

For each FCPE, there is a Key Investor Information Documentthat specifies the FCPE’s main characteristics. Both the rulesand the Key Investor Information Document contain importantinformation and are available to potential investors.

FCPE UnitThe FCPE is divided into equal units, and each of theserepresents an interest in the FCPE. The unit holder can track thechanging value of his/her investment in the FCPE by trackingthe value of a unit. He/she may do so by logging on the "Savers& Employees" area of the Natixis Interépargne website(www.interepargne.natixis.com) with his/her access codes.

International EmployeeShareholding PlanThe International Employee Shareholding Plan comprises theterms and conditions of the plan, under which employees ofnon-French Schneider Electric Group companies mayparticipate in the 2015 share offering made by SchneiderElectric SE. You can obtain a copy thereof from your localHuman Resources Department.

Redemption / AvailabilityThe date from which your investment is no longer subject to thefive year holding period. Under the 2015 WESOP, yourinvestment will become available on 1 July 2020. It is alsopossible for your investment to become available before thisdate if you are eligible for an early exit. For the list of early exitevents that are available in your country, please consult theCountry Supplement that accompanies this brochure or askyour local Human Resources Department.

Reference price In employee shareholding operations of French publicly tradedcompanies, this is the average of the opening market price ofthe share for the 20 trading days prior to the date on which theprice is set, which is expected to take place on 26 May 2015.

Share This is a deed of ownership representing a fraction of acompany’s capital. It gives its holder the right to participate inthe company’s decisions by voting (according to the one share –one vote principle) and to receive, where applicable, a portion ofthe company’s earnings (the dividend).

Share Price The price for which a share is traded on a regulated stockmarket such as NYSE Euronext Paris. This price will rise and fallas a result of supply and demand and other factors.

Subscription Price The preferential price for this offering. It is equal to the referenceprice to which a 20% discount is applied.


Glossary

Between 27 March and 28 April 2015:You will be able to reserve Schneider Electric shares with a 20% discount

You may benefit from a matching contribution paid by your employer

You can subscribe if you have at least 3 months of seniority as of 4 June 2015

You can invest at a minimum of INR 700 and a maximum of 25% of your 2014

gross annual earnings (including bonuses). The employer matching contribution,

if any, is not included.

Key dates:26 May 2015: Reference and Subscription price setting

27 May 2015: Communication of the Reference and Subscription prices

28 May to 4 June 2015: Revocation period

8 July 2015: Capital increase

What if I change my mind?During the revocation period you can change your decision but after 4 June 2015

your reservation will automatically become a definitive and firm subscription order

and you will no longer have the right to cancel it.

What will happen after the capital increase?The shares you subscribed through the FCPE will be transferred to the FCPE and

FCPE units will be issued to you. You will receive an FCPE statement indicating

such new FCPE units shortly thereafter. Those shares, and therefore the

corresponding FCPE units issued to you, will be locked-up for 5 years.

For further information:Contact your local Human Resources Department

or you can download all the documents via the internet site:

www.schneider-shareplan.com.

wesop

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Schneider Electric SERegistered Offices:

35 rue Joseph Monier 92500 Rueil-Malmaison (France)

Tél. : +33 (0) 1 41 29 70 00 Fax : +33 (0) 1 41 29 71 00

www.schneider-electric.com

A French Société européenne capitalized at2,338,768,564 euros

Nanterre Trade Register No.542 048 574

The information contained in thisbrochure constitutes a simplifiedpresentation of the 2015 WESOP andthe Classic Offer. For more detailedinformation, please refer to the rulesof the International EmployeeShareholding Plan, the Key InvestorInformation Documents and theregulations of the “Schneider RelaisInternational 2015” FCPE and the“Schneider Actionnariat Mondial”FCPE. We encourage you stronglyto read these.

Before deciding to invest in this plan,we also encourage you to consultthe latest Schneider Electric annualreport and the updates thereto.These contain important informationregarding the Schneider Electric Group,its businesses, management, strategy,financial results and financialstatements, as well as informationregarding the risks that it may confront.This and other financial informationmay be obtained in English or inFrench on our website atwww.schneider-electric.com

2015 WESOP in a nutshell!

Watch the Teaser