Schneider Electric SE — Capital/Financing Update 2011

Jul 11, 2011

Final Terms dated 8 July 2011

SCHNEIDER ELECTRIC SA

Issue of Euro 750,000,000 3.750 per cent. Notes due July 2018 under the Euro 7,500,000,000 Euro Medium Term Note Programme due from 7 days from the date of original issue

Series no. 14 Tranche no. 1

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BNP PARIBAS HSBC J.P. MORGAN NATIXIS THE ROYAL BANK OF SCOTLAND

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)	14
	Tranche Number: (ii)	1
3	Specified Currency or Currencies:	Euro ("EUR")
4	Aggregate Nominal Amount of Notes admitted to trading:
	Series: (i)	EUR 750,000,000
	(ii) Tranche:	EUR 750,000,000
5	Issue Price:	99.354 per cent. of the Aggregate Nominal Amount
6	Specified Denominations:	EUR 100,000
7	Issue Date: (i)	12 July 2011
	Interest Commencement Date: (ii)	12 July 2011
8	Maturity Date:	12 July 2018
9 Interest Basis:		3.750 per cent. Fixed Rate
		(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 1 July 2011
14	Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15	Fixed Rate Note Provisions	Applicable
	Rate of Interest: (i)	3.750 per cent. per annum payable annually in arrear
	(ii) Interest Payment Date(s):	12 July in each year commencing on, and including, 12 July 2012 to, and including, the Maturity Date
	(iii) Fixed Coupon Amount:	EUR 3,750 per EUR 100,000 in Nominal Amount
	(iv) Broken Amount(s):	Not Applicable
	(v) Day Count Fraction:	Actual/Actual (ICMA)
	(vi) Determination Dates:	12 July in each year
	(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
16	Floating Rate Note Provisions	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	Final Redemption Amount of each Note	EUR 100,000 Note of EUR per 100,000 Specified 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
	Redemption (ii) for taxation reasons permitted on days other than Interest Payment Dates :	Yes
	Unmatured Coupons to become (iii) 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)
	(ii)	Registration Agent:	Not Applicable
	(iii)	Temporary Global Certificate:	Not Applicable
		(iv) Applicable TEFRA exemption:	Not Applicable
26	Dates:	Financial Centre(s) or other special provisions relating Payment to	Not Applicable
27	Talons	for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	Not Applicable
28		Details relating to Partly Paid Notes:	Not Applicable
29		Details relating to Instalment Notes:	Not Applicable
30		Redenomination, renominalisation	Not Applicable
		and reconventioning provisions:
31		Consolidation provisions:	Not Applicable
32	Masse:		Applicable
			The initial Representative will be: Alice Bonardi c/o: BNP Paribas 3 rue Taitbout 75009 Paris France The alternate Representative will be:
			Anne Besson-Imbert c/o: BNP Paribas
			10 Harewood Avenue
			London NW1 6AA United Kingdom
			The acting representative shall receive no remuneration.
33		Other final terms:	Not Applicable
		DISTRIBUTION
34	(i)	If syndicated, names of Managers:	Banco Bilbao Vizcaya Argentaria, S.A. BNP Paribas HSBC Bank plc J.P. Morgan Securities Ltd. Natixis The Royal Bank of Scotland plc
	(ii)	Stabilising Manager(s) (if any):	BNP Paribas

CENERAL PROVISIONS ADDITCARTE TO THE NOTES

• 35 If non-syndicated, name of Dealer: Not Applicable
• 36 Additional selling restrictions: Not Applicable
• 37 The aggregate principal amount of Notes issued has been translated into Euro at the rate of $[ $\bullet$ ] per Euro 1.00,$ producing a sum of: Not Applicable

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:

Véronique BLANC By: "Directeur Financements & Trésorerie

Duly authorised

$+88$

PART B - OTHER INFORMATION

$\mathbf 1$ LISTING AND ADMISSION TO TRADING

(ii) Admission to trading:

(i) Listing:	Euronext Paris
--------------	-----------------------

Application has been made for the Notes to be listed and admitted to trading on Euronext Paris with effect from 12 July 2011.

(iii) Estimate of total expenses related to admission to trading: EUR 7,500

$\overline{2}$ RATINGS

Ratings:

The Notes to be issued are expected to be 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.

3 NOTIFICATION

The CSSF has provided the Autorité des marchés financiers with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

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

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

	Reasons for the offer: $\left( 1 \right)$	The net proceeds of the issue of the Notes will be used for the Issuer's general corporate purposes.
6	OPERATIONAL INFORMATION
	ISIN Code:	FR0011075183
	Common Code:	064643070
	Any clearing system(s) other than Euroclear
	Bank S.A./N.V. and Clearstream Banking, societé the and relevant anonyme
	$identification number(s)$ :	Not Applicable
	Delivery:	Delivery against payment
	Names and addresses of additional Paying $Agent(s)$ (if any):	Not Applicable