Schneider Electric SE — M&A Activity 2012

Sep 5, 2012

Regulated information

Disposal of the stake in AXA

Rueil-Malmaison (France), September 5, 2012 - Schneider Electric announced that it proceeded with the sale of the stake it holds in AXA, or 10,612,659 shares representing approximately 0.45% of AXA's share capital. The proceeds from the sale of the shares amount to approximately €120 million.

The disposal was decided following the joint announcement made with AXA on December 27, 2011 on the non-renewal of the shareholders' agreement, which terminated on May 15, 2012.

The private placement was conducted by Crédit Agricole Corporate and Investment Bank.

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 centers/networks, as well as a broad presence in residential applications. Focused on making energy safe, reliable, and efficient, the company's 130,000 plus employees achieved sales of 22.4 billion Euros in 2011, through an active commitment to help individuals and organizations "Make the most of their energy." www.schneider-electric.com

Important Notice

ISIN : FR0000121972

No copies of this press release shall be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan.

The AXA Share is listed on the regulated market of NYSE Euronext in Paris (Compartment A) and included in the CAC 40 Index (ISIN Code: FR0000120628).

This announcement is for information purposes only and does not constitute an offer to sell or a solicitation to buy any securities, and the offer of Axa shares by Schneider Electric SA does not constitute a public offering in any jurisdiction, including in France.

No shares have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France. The shares have been placed through a private placement to qualified investors in accordance with the article L.411-2 II of the Code monétaire et financier.

With respect to the member States of the European Economic Area, other than France, which have implemented the Directive EC/2003/71 as modified called the "Prospectus Directive" (each, a "relevant member State"), no action has been undertaken or will be undertaken to make an offer to the public of ordinary shares of Axa requiring a publication of a prospectus in any relevant member State. As a result, the ordinary shares of Axa may only be offered in relevant member States to qualified investors or in situations which do not require any prospectus

This communication is for distribution in the United Kingdom only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons").

Investor Relations : Schneider Electric Carina Ho	Press Contact : Schneider Electric Véronique Roquet Montegon	Press Contact : DGM Michel Calzaroni Olivier Labesse
Phone : +33 (0) 1 41 29 83 29 Fax : +33 (0) 1 41 29 71 42 www.schneider-electric.com	Phone : +33 (0)1 41 29 70 76 Fax : +33 (0)1 41 29 88 14	Phone : +33 (0)1 40 70 11 89 Fax : +33 (0)1 40 70 90 46

Financial information (p. 2)

This announcement does not constitute an offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States in connection with this transaction.

Any investment decision to buy shares in Axa must be made solely on the basis of publicly available information regarding Axa. Such information is not the responsibility of Schneider Electric SA nor Crédit Agricole Corporate and Investment Bank.

Crédit Agricole Corporate and Investment Bank is acting on behalf of Schneider Electric SA only and no one else in connection with the placement and will not be responsible to anyone other than Schneider Electric SA for providing the protections afforded to clients of Crédit Agricole Corporate and Investment Bank nor for providing advice in connection with the placing.

Publication or distribution of this press release is forbidden in any country where it would violate applicable laws or regulations.

Investor Relations : Schneider Electric Carina Ho

Phone : +33 (0) 1 41 29 83 29 Fax : +33 (0) 1 41 29 71 42 www.schneider-electric.com ISIN : FR0000121972

Press Contact : Schneider Electric Véronique Roquet-Montégon

Phone : +33 (0)1 41 29 70 76 Fax : +33 (0)1 41 29 71 95

Press Contact : DGM Michel Calzaroni Olivier Labesse Phone : +33 (0)1 40 70 11 89 Fax : +33 (0)1 40 70 90 46