Schneider Electric SE — Capital/Financing Update 2011

Jul 11, 2011

Final Terms dated 29 June 2011

SCHNEIDER ELECTRIC SA

Issue of USD 300,000,000 Floating Rate Notes due July 2014 under the Euro 7,500,000,000 Euro Medium Term Note Programme

Series no. 13 Tranche no. 1

DEUTSCHE BANK AG, LONDON BRANCH

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 24 June 2011 which constitute a Base Prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and Final Terms are available for viewing at the office of the Fiscal Agent or each of the paying agents and on the website of the Issuer (www.schneider-electric.com), and copies may be obtained from Schneider Electric S.A., 35, rue Joseph Monier - 92500 Rueil-Malmaison, France.

1	(i) Issuer:	Schneider Electric SA
2	Series Number: (i)	13
	Tranche Number: (ii)	$\mathbf{1}$
3	Specified Currency or Currencies:	United States dollars ("USD")
4	Aggregate Nominal Amount of Notes admitted to trading:
	(i) Series:	USD 300,000,000
	Tranche: (ii)	USD 300,000,000
5	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6	Specified Denominations:	USD 200,000
7	Issue Date: (i)	1 July 2011
	Interest Commencement Date: (ii)	1 July 2011
$\,$ 8 $\,$	Maturity Date:	1 July 2014
9	Interest Basis:	3-month USD-LIBOR-BBA + Margin
		(Further particulars specified below)
10	Redemption/Payment Basis:	Redemption at par
11	Change of Interest or Redemption/Payment Basis:	Not Applicable
12	Put/Call Options:	Change of Control Put Option (Further particulars specified below)
13	Status of the Notes: (i)	Senior
	Date of approval for issuance (ii) of Notes obtained:	Decision of the Directoire of the Issuer dated 20 June 2011 and decision of Mr. Emmanuel Babeau, member of the Directoire of the Issuer, dated 24 June 2011
14	Method of distribution:	Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15	Fixed Rate Note Provisions		Not Applicable
16	Floating Rate Note Provisions		Applicable
	Interest Period(s): (i)		The period beginning on (and including) the Issue Date and ending on (but excluding) the first Specified Interest Payment Date and each successive period beginning on (and including) a Specified Interest Payment Date and ending on (but excluding) the next succeeding Specified Interest Payment Date subject to adjustment in accordance with the Business Day Convention.
	Specified Interest (i) Dates:	Payment	Interest payable quarterly on 1 July, 1 October, 1 January and 1 April of each year, commencing on 1 October 2011 up to, and including, the Maturity Date.
	(iii) Business Day Convention:		Modified Following Business Day Convention
	$(iv)$ Business Centre $(s)$ :		TARGET, New York and London
	Manner in which the Rate(s) of (v) Interest is/are to be determined:		2006 ISDA Determination
	(vi) Interest Period Date(s):		Not Applicable
	(vii) Party responsible calculating the Rate(s) Interest and Interest Amount(s) (if not the Calculation Agent):	for of	Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom
	(viii) Screen Rate Determination:		Not Applicable
	(ix) ISDA Determination:
	- Floating Rate Option:		USD-LIBOR-BBA
	- Designated Maturity:		3 months
	- Reset Date:		The first day of each Interest Period
	- ISDA Definitions: (if different from those set out in the Conditions):		Not Applicable
	Margin(s): (x)		$+0.49$ per cent. per annum
	Minimum Rate of Interest: $(x_1)$		Not Applicable
	(xii) Maximum Rate of Interest:		Not Applicable
	(xiii) Day Count Fraction:		Actual/360, adjusted
	(xiv) Rate Multiplier:		Not Applicable

		(xv) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:	Not Applicable
17		Zero Coupon Note Provisions	Not Applicable
18		Index-Linked Interest Note/other variable-linked interest Note Provisions	Not Applicable
19		Dual Currency Note Provisions	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
20		Call Option	Not Applicable
21	Put Option		Not Applicable
22		Change of Control Put Option	Applicable
23	Note	Final Redemption Amount of each	200,000 Specified USD 200,000 per Note of USD Denomination
24	Early Redemption Amount
	(i)	Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):	Not Applicable
	(ii)	Redemption for taxation reasons permitted on days other than Interest Payment Dates:	N o
		(iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only):	Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25		Form of Notes:	Dematerialised Notes
	(i)	Form of Dematerialises Notes:	Bearer dematerialised form (au porteur) only
	(ii)	Registration Agent:	Not Applicable
	(111)	Temporary Global Certificate:	Not Applicable
		(iv) Applicable TEFRA exemption:	Not Applicable

26	Financial Centre(s) or other special provisions relating to Payment Dates:	TARGET, New York and London
27	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	No
28	Details relating to Partly Paid Notes:	Not Applicable
29	Details relating to Instalment Notes:	Not Applicable
30	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
31	Consolidation provisions:	Not Applicable
32	Masse:	Applicable
		The initial Representative will be: Sylvain THOMAZO 20, rue Victor Bart 78000 Versailles France
		The alternate Representative will be: Christian HOCHSTRASSER 2, rue du Général de Gaulle 54870 Cons la Grandville France
		The acting representative will be entitled to a remuneration of Euro 600 per year.
33	Other final terms:	Not Applicable
	DISTRIBUTION
34	(i) If syndicated, names of Managers:	Not Applicable
	Stabilising Manager(s) (if any): (ii)	Not Applicable
35	If non-syndicated, name of Dealer:	Deutsche Bank AG, London Branch
36	Additional selling restrictions:	Not Applicable
37	The aggregate principal amount of Notes issued has been translated into Euro at the rate of USD 1.4188 per Euro 1.00, producing a sum of:	Euro 211,446,292.64

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the Euro 7,500,000,000 Euro Medium Term Note Programme of Schneider Electric SA.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

0 $\frac{1}{2}$ By: /
------------------------------------Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\mathbf{1}$

(i)	Listing:	Bourse de Luxembourg (regulated market of the Luxembourg Stock Exchange)
(11)	Admission to trading:	Application has been made for the Notes to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange with effect from 1 July 2011.
	(iii) Estimate of total expenses related to admission to trading:	Euro 1,875

$\overline{2}$ RATINGS

Ratings:

The Notes to be issued have been rated:

$S & P: A$ -

Moody's: A3

Each of S & P and Moody's is established in the European Union and has applied for registration under Regulation (EC) No 1060/2009, although the result of such applications has not been determined.

$\mathbf{3}$ NOTIFICATION

Not Applicable

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer:	The net proceeds of the issue of the Notes will be
	used for the Issuer's general corporate purposes.

6 OPERATIONAL INFORMATION

ISIN Code:	FR0011072859
Common Code:	064405438
Any clearing system(s) other than Euroclear Not Applicable Bank S.A./N.V. and Clearstream Banking, societé anonyme and the relevant identification number(s):
Delivery:	Delivery free of payment
Names and addresses of additional Paying Not Applicable $Agent(s)$ (if any):