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Schneider Electric SE M&A Activity 2021

Nov 9, 2021

1651_iss_2021-11-09_9864b2d4-f8fe-4cd4-bf66-9b397b4e7d17.pdf

M&A Activity

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PRESS RELEASE DATED NOVEMBER 9, 2021

RELATING TO THE AVAILABILITY OF THE OFFER DOCUMENT OF SCHNEIDER ELECTRIC INDUSTRIES SAS

AS PART OF THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF THE COMPANY

INITIATED BY

SCHNEIDER ELECTRIC INDUSTRIES SAS

SUBSIDIARY OF THE

GROUP

PRESENTED BY

PRESENTING BANK AND GUARANTOR

TERMS OF THE OFFER FOR THE SHARES OF I.G.E.+X.A.O.:

€260 per I.G.E.+X.A.O. share

OFFER PERIOD:

10 trading days

The timetable of this offer (the "Offer") will be set out by the French Autorité des marchés financiers (the "AMF") in accordance with its General Regulation.

IMPORTANT NOTICE

In accordance with the provisions of Article L. 433-4 II of the French Monetary and Financial Code and Articles 237-1 et seq. of the AMF General Regulation, in the event that, upon completion of the Offer, the number of I.G.E.+X.A.O. shares not tendered by the minority shareholders (with the exception of the treasury shares held by I.G.E.+X.A.O.) does not represent more than 10% of the share capital and voting rights of I.G.E.+X.A.O., Schneider Electric Industries SAS intends to request the AMF to implement, within three (3) months following the closing of the Offer, a squeeze-out procedure in order to have transferred to Schneider Electric Industries SAS the I.G.E.+X.A.O. shares not tendered to the Offer (other than the treasury shares held by I.G.E.+X.A.O.), in exchange for a compensation per share equal to the Offer price, following adjustment as the case may be.

This press release is prepared and distributed by Schneider Electric Industries SAS (the "Offeror") in accordance with the provisions of Article 231-27, 2° of the AMF General Regulation.

In accordance with Article L. 621-8 of the French Monetary and Financial Code and Article 231- 23 of its General Regulation, the AMF, pursuant to its clearance decision dated November 9, 2021, affixed visa no. 21-478 on the offer document prepared by the Offeror relating to the Offer.

The offer document approved by the AMF is available on the websites of Schneider Electric (www.schneider-electric.com) and of the AMF (www.amf-france.org) and may be obtained free of charge on request from:

Schneider Electric Industries SAS BNP Paribas
35 rue Joseph Monier 16 boulevard des Italiens
92500 Rueil-Malmaison 75009 Paris

Prior to the opening of the Offer, the AMF and Euronext Paris will respectively publish a notice announcing the opening and the timetable of the Offer and a notice announcing the terms and conditions of the Offer.

In accordance with Article 231-28 of the AMF General Regulation, information relating in particular to the legal, financial and accounting characteristics of the Offeror will be the subject of a specific document filed with the AMF and made available to the public in accordance with the procedures designed to ensure effective and complete dissemination, no later than the day before the opening of the Offer.

DISCLAIMER

This press release has been prepared for informational purposes only. It does not constitute an offer to acquire securities. The distribution of this press release, the Offer and acceptance of the Offer may be subject to specific regulations or legal restrictions in certain jurisdictions. The Offer is not directed to any person who is subject to such restrictions, either directly or indirectly, and is not likely to be accepted from any country where the Offer would be subject to such restrictions. This press release is not intended for dissemination in such countries. Accordingly, persons coming into possession of this press release must inform themselves of the applicable legal restrictions and comply with them.

The Offeror will not be liable for the violation of applicable legal restrictions by any person.