Schneider Electric SE — Capital/Financing Update 2015

Mar 10, 2015

Final Terms dated 9 March 2015

SCHNEIDER ELECTRIC SE

Issue of Euro under the Euro 7,500,000,000 Euro Medium Term Note Programme due 750,000,000 0.875 per cent. Notes due March 2025 from 7 days from the date of original issue 2025

Series no. 19

Tranche no. 1

BARCLAYS BNP PARIBAS DEUTSCHE BANK J.P. MORGAN MUFG NATIXIS

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 15 July 2014 which received visa n°14-403 from the Autorité des marchés financiers (the "AMF") on 15 July 2014 and the supplements to the Base Prospectus dated 23 September 2014 which received visa n°14-514 from the AMF on 23 September 2014 and 20 February 2015 which received visa n°15-057 from the AMF on 20 February 2015 (the "Supplements") which together constitute a Base Prospectus for the purposes of the Directive 2003/71/EC, as amended (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 as so supplemented. 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 as so supplemented. The Base Prospectus and the Supplements 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 on the website of the AMF (www.amf-france.org) and copies may be obtained from Schneider Electric SE, 35, rue Joseph Monier - 92500 Rueil-Malmaison, France.

1	Issuer:	Schneider Electric SE
2	(i) Series Number:	19
	(ii) Tranche Number:	1
	(iii) Date on which the Notes become fungible:	Not Applicable
3	Specified Currency or Currencies:	Euro ("EUR")
4	Aggregate Nominal Amount of Notes admitted to trading:
	(i) Series:	EUR 750,000,000
	(ii) Tranche:	EUR 750,000,000
5	Issue Price:	98.825 per cent. of the Aggregate Nominal Amount
6	Specified Denominations:	EUR 100,000
7	(i) Issue Date:	11 March 2015
	(ii) Interest Commencement Date:	11 March 2015
8	Maturity Date:	11 March 2025
9	Interest Basis:	0.875 per cent. Fixed Rate (Further particulars specified below)
10	Redemption Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11	Change of Interest Basis:	Not Applicable

12		Put/Call Options:	Change of Control Put
			Make-Whole Redemption by the Issuer
			Residual Maturity Call Option
			(Further particulars specified below)
13	(i)	Status of the Notes:	Senior
	(ii)	Date of the corporate authorisations for issuance of Notes obtained:	Decision of the Board of Directors (Conseil d'administration) of the Issuer dated 10 and 11 June 2014 and decision of Mr. Emmanuel Babeau, Directeur Général Délégué of the Issuer dated 4 March 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14	Fixed Rate Note Provisions	Applicable
	(i) Rate of Interest:	0.875 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s):	11 March in each year commencing on 11 March 2016
	(iii) Fixed Coupon Amount(s):	EUR 875 per EUR 100,000 in nominal amount
	(iv) Broken Amount(s):	Not Applicable
	(v) Day Count Fraction:	Actual/Actual (ICMA)
	(vi) Determination Dates:	11 March in each year
	(vii) Party responsible for calculating Interest Amounts (if not the Calculation Agent):	Not Applicable
15	Floating Rate Note Provisions	Not Applicable
16	Zero Coupon Note Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
17	Make-Whole Redemption by the Issuer (Condition 6(d))	Applicable
	(i) Notice period:	As per Condition 6(d)
	(ii) Reference Security:	The 0.50 per cent. Bundesobligationen of the Bundesrepublik Deutschland due February 2025 with ISIN DE0001102374
	(iii) Reference Dealers:	As per Condition 6(d)
	(iv) Similar Security:	Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes

	(v) Party, if any, responsible for calculating the principal and/or interest due (if not the Calculation Agent):	Not Applicable
	(vi) Redemption Margin:	0.10 per cent. per annum
18	Call Option	Not Applicable
19	Put Option	Not Applicable
20	Residual Maturity Call Option	Applicable, as from 11 December 2024
21	Change of Control Put Option	Applicable
22	Final Redemption Amount of each Note	EUR 100,000 per Note of EUR 100,000 Specified Denomination
23	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 :	Yes
	(iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only):	Not Applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
24	Form of Notes:	Dematerialised Notes
	(i) Form of Dematerialised Notes:	Bearer dematerialised form (au porteur) only
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
	(iv) Applicable TEFRA exemption:	Not Applicable
25	Exclusion of the possibility to request identification of the Noteholders as provided by

Condition 1(a)(i): Not Applicable

26	Financial Centre(s) or other special provisions relating to Payment Dates:	TARGET
27	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No
28	Possibility of resale of purchased Notes:	Yes
29	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
30	Consolidation provisions:	Not Applicable
31	Masse:	Contractual Masse shall apply The initial Representative will be: MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 7bis rue de Neuilly F-92110 Clichy Mailing address : 33, rue Anna Jacquin 92100 Boulogne Billancourt France Represented by its Chairman
		The alternate Representative will be: Gilbert Labachotte 8 Boulevard Jourdan 75014 Paris The acting representative will be entitled to a remuneration of EUR 450 (VAT excluded) per year payable on each Interest Payment Date (except the last Interest Payment Date falling on the Maturity Date) with the first payment at the Issue Date.

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 SE.

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By:

Duly authorised

PART B – OTHER INFORMATION

1 LISTING AND ADMISSION TO TRADING

(i)	Listing	and	admission	to	Application has been made for the Notes to be listed and
	trading:				admitted to trading on Euronext Paris with effect from
					11 March 2015.

(i) Estimate of total expenses related to admission to trading: EUR 13,000

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 is registered under Regulation (EC) No 1060/2009 on credit ratings agencies (the "CRA Regulation"), as amended by Regulation (EU) No 513/2011.

3 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.

4 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
(ii)	Estimated net proceeds:	EUR 738,547,200

5 FIXED RATE NOTES ONLY – YIELD

Indication of yield:	0.999 per cent. per annum
	The yield is calculated at the Issue Date on the basis of the
	Issue Price. It is not an indication of future yield.

6 DISTRIBUTION

(i)	Method of distribution	Syndicated
(ii)	If syndicated, names of	Barclays Bank PLC
	Managers:	BNP Paribas
		Deutsche Bank AG, London Branch
		J.P. Morgan Securities plc
		Mitsubishi UFJ Securities International plc
		Natixis
(ii)	Date of Subscription
	Agreement:	9 March 2015
(iii)	Stabilising Manager(s) (if
	any):	BNP Paribas

	(iv)	If non-syndicated, name and address of Dealer:	Not Applicable
	(v)	Total commission and concession:	0.35 per cent. of the Aggregate Nominal Amount
	(vi)	The aggregate principal amount of Notes issued has been translated into [Euro] at the rate of [●], producing a sum of (for Notes not
		denominated in Euro):	Not Applicable
		(vii) Non-exempt offer:	Not Applicable
7		OPERATIONAL INFORMATION
	ISIN:		FR0012601367
		Common Code:	120098071
		Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, societé anonyme and the relevant
		identification number(s):	Not Applicable
		Delivery:	Delivery against payment
		Names and addresses of additional
		Paying Agent(s) (if any):	Not Applicable