WIXLIB

2.2EligibilityYou can subscribe to 2019 WESOP if: As at May 6, 2019, you are a permanent employee of any participating company of theSchneider Electric Group; andYou have worked in one or more Schneider Electric Group companies at least sinceJanuary 31, 2019.2.3Subscription2.3.1Payment of your subscription amountPlease read carefully the following so as to ensure that your payment with respect to your subscriptionis made and any document required is provided accurately as well as on a timely basis.Payment will be requested in INR at an exchange rate to be determined by Schneider Electric prior tothe beginning of the subscription period. Such exchange rate will be valid for the payment of thepurchase price during the subscription period. Your employer will inform you of the exchange rate in duecourse. In all other circumstances, exchange rates that may affect the value of your investment aregoverned by the market and are not guaranteed.2.3.1.1 Methods of payment offered in your countryThe following payment methods of your subscription are made available: 1 month salary deduction in July 2019; or3 months’ salary deduction starting in July to September 2019; oravailing finance facility from the Company up to 6 months’ base salary for 2018 (providedinvestment limits of the 2019 WESOP are respected) repayable in 11 installments spread over11 months, starting in July 2019 and ending May 2020.2.3.1.2 Financing by EmployerYour employer will offer financing to you for all or a portion of the purchase price. The financing wouldbe in the form of short-term interest-free loan, subject to a maximum of 6 months’ base salary for 2018,which would be repayable/recoverable from you in 11 installments spread over 11 months. Although thesaid financing will be interest free however, for the purposes of the Income-tax Act, 1961, a notionalinterest rate may be chargeable which will be treated as a perquisite and taxable in your hands (see taxsection for further details).2.3.1.3 Default of payment caseIn case you fail to pay your personal contribution: (i) where you have opted to pay by an immediatemethod of payment and have not met the required payment deadline (and your subscription is notcancelled), or (ii) where you have opted to pay the subscription amount via a loan or salary advance, tobe reimbursed in installments, and you did not fulfill your obligations to reimburse such loan or salaryadvance in a timely manner, your employer shall have the right to sell immediately upon your default ofpayment or thereafter the number of shares required to reimburse, as the case may be, the loan orsalary advances, plus expenses, without prior notice of, or approval from you and without any right ofindemnity. This early sale could have tax impact on you which you shall have to bear entirely (seerepresentations and warranties in subscription form for further details).In addition, in case you are still employed with a participating company of the Schneider Electric Groupon May 6, 2019 but are under termination notice as on such date (whether by employer or pursuant toyour resignation), you will not be entitled anymore to finance facility or payroll deduction. In that event,you will need to pay 100% amount of your subscription by May 24, 2019 failing which you will bedeemed in default of payment and your subscription may be cancelled.7

2.3.2The employer matching contributionYour employer has decided to pay an employee matching contribution with respect to your personalcontribution provided the global amount of matching contribution is not exceeded (please refer Section3: “Possible reductions of your subscription request”) thereby increasing your investment capacity, asfollows:100%For an investment of up to INR 57,00050%For an investment from 57,001 to 1,53,000The employer matching contributionis limited to a maximum ofINR1,05,000Corresponding to a payment of 1,53,000subject to possible reductions should subscriptionrequests exceed the maximum matchingcontribution budget (please refer 3.2 below)Although this contribution is made on your behalf, you will not be able to dispose of the units/sharespurchased until the end of the 5-year lock-up period, or upon occurrence of an early exit event, inaccordance with the terms of the Offering.Below you will find a table providing examples of the employer matching contribution you would beentitled to, with respect to your personal contribution, and examples of subscription based on ahypothetical discounted subscription price of 65 (converted at a hypothetical exchange rate of 1 INR 80 ( 65 INR 5200).EmployeecontributionINREmployer Matching Contribution (INR)100 % matching50% matching capat INR 1,53,000TotalEmployeeandEmployerContributionNumber ofSharesSubscribedvia theFCPETotalmatching10,000INR 10,000YesNoINR 10,000INR 20,0003.846120,000INR 20,000YesNoINR 20,000INR 40,0007.692357,000INR 57,000YesNoINR 57,000INR 1,14,00021,92301,00,0001,53,000INR 57,000INR 57,000YesYesINR 78,500YesINR 21,500INR 48,000YesINR 1,05,000INR 1,78,500INR 2,58,00034.326949.61542,00,000INR 57,000YesINR 48,000YesINR 1,05,000INR 3,05,00058.6538IMPORTANT NOTE for Employees of Schneider Electric Infrastructure Limited (“SEIL”) andSchneider Electric President Systems Limited (“SEPSL):SEIL and SEPSL, being public companies, are subject to legal regulations which restrict them fromallocating employer matching contribution without the shareholder’s approval. Approval of shareholderswill be sought at the respective general meetings after the end of the 2019 WESOP subscription period.Accordingly, for the time being at subscription, the employees of SEIL and SEPSL will not be eligible foremployer matching contribution. However, subject to the shareholders’ approval, appropriate portion ofthe contribution paid by employees of SEIL and SEPSL would be deemed as employer matchingcontribution in line with the 2019 WESOP. The amount of employer matching contribution, up to thelimits described above, will then be adjusted or reimbursed, as the case may be, to employees of SEILand SEPSL, within a reasonable time thereafter.8

2.4Your investment will be subject to a 5-year lock-up periodIn consideration of the benefits granted under the 2019 WESOP, your investment (including employermatching contribution, as the case may be) is subject to a 5-year lock-up period expiring on June 30,2024, during which you will not be able to redeem your investment, except in the limited circumstanceslisted and defined below.2.4.1Early Exit EventsYou may, or must, as the case may be, request the redemption of your FCPE units during theabovementioned lock-up period in the following circumstances only:1. A mandatory redemption is required where your employment contract is terminated for any reason,including by reason of resignation, dismissal or retirement;2. A mandatory redemption is required where you die. A voluntary redemption is permitted where yourspouse dies;3. A mandatory redemption is required where your employing company leaves the Group and ceasesto be a participating company, as such terms are defined in the International EmployeeShareholding Plan Rules.4. A voluntary redemption is permitted upon your marriage. Request for redemption must beprocessed based solely on proof in the form of marriage certificate furnished by you;5. A voluntary redemption is permitted upon the birth or adoption of your third child provided that yourhousehold is already financially responsible for at least two children;6. A voluntary redemption is permitted upon your divorce or separation, when this event isaccompanied by a court decision;7. A voluntary redemption is permitted where you suffer from a disability resulting in the permanent ortemporary (of at least 6 months) impossibility for you to exercise a professional activity;8. A voluntary redemption is permitted where you or your spouse, or your child, requires the amountsinvested to be used in (i) creating or taking over an industrial, commercial or agricultural business ora craft, either on his or her own or in the form of a company, provided he or she effectively controlsit, or (ii) installations in view of carrying on another non-salaried profession;9. A voluntary redemption is permitted where you require the amounts invested for the acquisition orenlargement of your principal residence entailing the creation of a new living area (accordingly, theamount of your request cannot exceed the amount which will be invested for this purpose.The Director of Human Resources of the Company (directly or by delegation) may, upon his or her owninitiative or upon request from any participating company in writing, modify the early redemptionconditions, including to institute new events, to modify or delete existing events, or to provideinterpretations of such events. Any action taken in this regard shall be on a case by case basis, validonly for the specific case or offering presented, unless otherwise specified in the plan administrator’sdecision.Upon the occurrence of case number 1 (termination of employment contract), you shall inform yourGroup former employer of the occurrence of such event and present your request to redeem all yourassets under the International Employee Shareholding Plan and any other Schneider Electric Groupemployee savings plan to such employer within one year after your departure from the Group companyand no justification is required. Failure to make such request within the specified time period shall notprevent the Plan Administrator from ordering a mandatory redemption at the end of this period.In the event of your death (case number 2), your executor must inform your employer of such event andrequest the redemption of all of your assets under the International Employee Shareholding Plan andany other Schneider Electric Group employee savings plan within one year after your death. Failure ofyour executor to make such request within the specified time period shall not prevent the planadministrator from ordering a mandatory redemption at the end of this period. In the event your spouse9

dies, you may request the redemption of your assets under the Plan at any time after the occurrence ofsuch event. Your employer will then forward this request, after having validated the occurrence of theevent, based on the justifications provided, to the Holder of FCPE unitholders’ or shareholders’accounts.Upon the occurrence of case number 3, where your employing company ceases to be a participatingcompany, you must present your request of redemption of all of your assets under the InternationalEmployee Shareholding Plan and any other Schneider Electric Group employee savings plan as soonas such event is confirmed by your employer (and in no case later than the date of occurrence of suchevent) and no justification is required. Failure to make such request within the specified time period shallnot prevent the plan administrator from ordering a mandatory redemption.In case of mandatory redemption under cases 1 and 2, if you (or your heirs) decide not to redeemimmediately your investment and chose to use your (or their) right to exit within a one year period, you(or your heirs) will need to fill in and sign a Mandatory Exit Form prior to your departure from the Group(or shortly after your death, as the case may be). This Mandatory Exit Form is separate from theRedemption Request Form (please see below under section 2.4.2.3. “Processing of your exit request”).It is your interest to complete and sign such Mandatory Exit Form, so that you can ensure that none ofyour assets are being omitted in your files, and that the correct cash bank account number is indicatedin record.Upon the occurrence of an event of early redemption giving rise to a voluntary redemption right undercases number 4, 5, 6, 8 and 9 above, you must present your request to your employer, together withrelevant supporting documentation of the event within 6 months following such event. In all other cases(except for cases number 1, 2 and 3, as indicated above), you may present your request to youremployer, together with relevant supporting documentation of the event at any time.Voluntary redemption shall take place in the form of a single payment that, at your choice, shall relate toall or some of the assets that may be redeemed.Before relying or attempting to rely on any of these Early Exit Events, you should consult with youremployer to make sure that your case meets all the requirements of the International EmployeeShareholding Plan and is permitted under local laws. You should not conclude that an early exit event isapplicable unless you have described your specific situation to your employer and your employer hasconfirmed that it applies to your situation, upon providing the requisite supporting documents. Forfurther information on the above early exit events and/or redemption procedure, please contact yourHuman Resources Department or consult the International Employee Shareholding Plan Rules, whichare available on www.infowesop.schneider-electric.com and on Spice Employee Portal.2.4.2RedemptionYour investment will become available for redemption on the expiration of the 5-year lock-up period (orearlier in the case of an early exit event). You can track the changing value of your investment in theFCPE by tracking the value of a unit. You may do so by logging on the “Savers & Employees” area ofthe Natixis Interépargne website (www.interepargne.natixis.com) with your access codes.2.4.2.1 At expiry of the holding periodUpon expiration of the 5-year lock-up period, you may: redeem your investment for a cash payment based on the share price established on theredemption date;or continue to hold your shares in the FCPE (at which time, the units will no longer be subject toany lock-up restriction).2.4.2.2 After the end of the holding periodFor sake of clarity, please note that where an event mentioned under section 2.4.1. “Early Exit Events”hereinabove as a mandatory early exit (cases number 1, 2 and 3) occurs after the end of the lock-upperiod, exit from the plan and from any other Schneider Electric Group employee savings plan shall bemandatory.2.4.2.3 Processing of your exit requestIn order to redeem your units, you will need to fill in a “Request for Redemption Form” (available on10

www.infowesop.schneider-electric.com “Manage after WESOP here” or with your CountryCorrespondent) and send it to your Country Correspondent, who will forward it to the FCPE. NatixisInterépargne will execute your request, after it has been validated by your local employer, and willtransfer the value of your investment to your employer’s bank account shortly thereafter.Your employer will transfer the sums owed to you (after deduction of any tax or social charges whenrequired) shortly thereafter.Please note that it is your responsibility to check when your units are available for redemption; you canthen send your redemption request (together with any early exit supporting documentation) to yourCountry Correspondent.11

3 Possible reductions of your subscription request3.1Subscription requests exceed the number of shares offeredThe total number of shares offered in the 2019 WESOP is 3.7 million newly issued Schneider ElectricSE shares (that is approximately 0.64% of the share capital), which will be split on the price fixing datebetween the number of shares allocated to the Schneider Electric Group Savings Plan and to theSchneider Electric International Employee Shareholding Plan.Reduction MethodsIf the number of shares requested (whether to be subscribed directly or via an FCPE) exceeds thenumber of shares allocated to the Schneider Electric International Employee Shareholding Plan, thenumber of units that will be allocated to you in relation to the amount indicated in your subscriptionform may be reduced on the basis of the following rules: A ceiling for shares available per subscriber will be calculated as follows: the maximum numberof shares offered divided by the number of subscribers; Orders that are

Schneider Electric Group employee share offering pursuant to a capital increase reserved for employees of the Schneider Electric Group (the "Offering"). Schneider Electric SE shares, in the form of units of a mutual fund hosting the shares (FCPE, see below section 4.1. Custody of your shares), will be offered to all eligible employees of .