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INTERVIEW WITH EMMANUEL BABEAUDEPUTY CEO, IN CHARGE OF FINANCE AND LEGAL AFFAIRSInterview withEmmanuel BabeauDEPUTY CEO, IN CHARGE OF FINANCE AND LEGALAFFAIRSSchneider Electric has delivered on its 2014 targets,what are the performance highlights?Schneider Electric launched its new companyprogram, what are the ambitions of the program?We achieved 6.6% growth and 1.4% organic growth in 2014thanks to the solid performance of Buildings & Partner and Industrythrough the year and the good H2 of our IT Business. Maturecountries accelerated in H2, taking the relay of new economies,which grew faster in H1. Services continued to perform strongly, aswe continued to invest. We also improved our Adjusted EBITAmargin by 40bps at constant FX and current scope, and AdjustedEBITA reached 3.5 billion. Net profit was up 3%, c. 11% atconstant FX at 1.9 billion. Invensys also contributed strongly tothe Group performance. This solid performance enabled us topropose a 1.92 dividend per share, up 3% compared to last year.Schneider is On is building on the achievements of Connect andaims to deliver more value to our customers and shareholdersthrough five focused initiatives on growth, innovation, digitization,simplification and employees development. We have alsoexpressed our ambition to drive further improvement of ourfinancial results. We target a 3% to 6% average organic growth forour revenues across the economic cycle. This growth should allowus to generate an adjusted EBITA margin between 13% and 17%,depending on the global economic conditions. On top of thisfinancial performance, the quality of our cash generation and ourdiscipline in terms of industrial and financial investments shouldallow us to improve our Return on Capital Employed(ROCE) in thenext 2/3 years and generate a ROCE between 11% and 15%across the cycle.Invensys joined the Group in 2014, how was theperformance in the first year?Invensys performed strongly in its first year within the Group withrevenues up 2% organically and adjusted EBITA margin up 5.5points to 14.8%, driven by gross margin improvement and costsynergies. This strong performance generated a double-digitaccretion to group EPS in 2014, highlighting how focused M&Acan deliver value to our shareholders. Integration is progressingwell and we are on track to deliver all synergies highlighted at thetime of the acquisition.42014 REGISTRATION DOCUMENT SCHNEIDER ELECTRICCould you highlight the key initiatives to deliverattractive shareholder returns over the coming years?We are focused on continuing to generate attractive returns to ourshareholders. Over the coming years, we expect to grow ouradjusted EBITA through top-line growth and efficiencyimprovements. We target 1.4 to 1.5 billion efficiency savings ashighlighted in the new company program. This combined with a 1.0 to 1.5 billion share buyback and possible value creatingbolt-on M&A will support our objective to grow EPS strongly in thenext years. We will continue to keep a very strong balance sheetwhile having some flexibility to take advantage of the current lowfinancing conditions and we will review our portfolio for potentialdisposals for non-core businesses. Last, as a reflection of ourconfidence in our future growth, we have put in place aprogressive dividend policy with no year on year decline.

LEADERSHIP TEAMLeadership teamExecutive committee (as of February 19, 2015)31111012Jean-Pascal TricoireChairman & ChiefExecutive Officer8412613157GlobalfunctionsOperations2 Emmanuel Babeau9 Julio RodriguezDeputy Chief Executive Officerin charge of Finance and Legal Affairs3 Olivier Blum5Executive Vice-President, Global Operations10 Laurent Vernerey11 ZHU Hai4 Annette ClaytonExecutive Vice-President, China OperationsExecutive Vice-President,Global Supply ChainBusinesses5 Hervé CoureilExecutive Vice-President,Information Systems12 Frédéric Abbal6 Michel CrochonExecutive Vice-President, InfrastructureExecutive Vice-President,Strategy & Technology13 Clemens BlumExecutive Vice-President, Industry7 Daniel DoimoExecutive Vice-President, Global SolutionsExecutive Vice-President,Global Marketing14Executive Vice-President,North America OperationsExecutive Vice-President,Global Human Resources8 Chris Hummel914 Philippe DelormeExecutive Vice-President, Buildings & Partner15 Hal GrantExecutive Vice-President, IT2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC5

LEADERSHIP TEAM62014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

TKEY FIGURES 2014Key Figures 2014SCHNEIDER ELECTRIC Full year revenues up 6.6%, 1.4% organically Net income up 3%, c. 11% at constant FX Proposed dividend of 1.92, up 3% Solid cash conversion at 96%Consolidated revenues (in billions of euros)22.323.923.424.919.6Revenue was up 1.4% on a constant structure and exchange ratebasis. 2014 organic growth remained contrasted by region and bybusiness. Early cycle businesses (Buildings & Partner and Industry)drove revenues up, IT business returned to growth andInfrastructure declined, but showed signs of improvement at theend of the year. From a geographic standpoint, both maturecountries and new economies contributed to growth. NorthAmerica benefited from favorable construction and data centermarkets, Western Europe remained impacted by utilities but sawimprovements in the second half and Asia-Pacific grew at a slowerpace due to the slowdown in China.New economies accounted for 44% of 2014 revenue.10111213(1)14(1) 2013 figures restated due to the full consolidation of Delixi(previously consolidated proportionally at 50%), CST reclassificationin discontinued operations and other minor changes.Adjusted EBITA(2) (in millions of euros and as a % of revenue)15.4%3,0191014.3%14.7% 14.3% 13.9%3,5153 ,19011123,35613(1)3,463Full year 2014 adjusted EBITA was EUR3,463 million, representing13.9% of revenue. Industrial productivity was the key organic driveralong with positive volume impact, while mix was unfavorable. Theconsolidation of Invensys contributed to positive scope, butcurrency impact weighed down on performance, leading to a 0.4point decline in adjusted EBITA margin versus 2013 restatedmargin. At constant FX, adjusted EBITA margin was stable.14(1) 2013 figures restated due to the full consolidation of Delixi(previously consolidated proportionally at 50%), CST reclassificationin discontinued operations and other minor changes.(2) Adjusted EBITA: EBITA before restructuring costs and before other operating income and expenses, which includes acquisition, integration andseparation costs.2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC7

KEY FIGURES 2014Revenue by geography2014 headcount19%167,124 employees(1)28%Rest of the WorldWestern Europe21%Rest of the World26%Western Europe25%North America28%Asia-Pacific19%North America(1) Spot headcount, including employees under fixed-termand open-ended contracts, on December 31 201434%Asia-PacificNet income (in millions of euros)1,888 1,9411,720 1,793 1,813The Group share in net income reached EUR1,941 million, up 3%year-on-year and 11% at constant FX. Net income before Invensysacquisition and integration costs (post-tax) was up approximately6%.Invensys had a positive contribution in the decrease of the effectivetax rate from 25.5% in 2013 to 22.7% in 2014.Cost of debt decreased despite an increase in gross debt. Netfinancial expenses were down 3.5% year-on-year.101112(4)1314(4) 2012 figures restated for the application of IAS 19 Revised(pension accounting).Free cash flow(2) (in millions of euros)1,734102,082 2,1601,5061112(4)13(5)Free cash flow was EUR1,704 million. Capital expenditure torevenues ratio was stable at 3.3%. Working capital increased asthe good inventory performance was offset by the decrease ofaccount payables.1,704Cash conversion remained high at 96% (3).14(4) 2012 figures restated for the application of IAS 19 Revised(pension accounting).(5) 2013 figures restated due to the full consolidation of Delixi(previously consolidated proportionally at 50%), CST reclassificationin discontinued operations and other minor changes.(2) Cash provided by operating activities less change in working capital less net capital expenditure.(3) based on net income exclusing discontinued activities.82014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

TKEY FIGURES 2014(1)Earning per share3.303.34Dividend per share(in euros)3.34(2) 3.433.391.601011121014131.70111.8712(1)(in euros)(3)1.87 1.921314(3) Subject to shareholders’ approval at the Annual Meeting of April 21,2015, for payment on May 5, 2015.(2) 2012 figures restated for the applicationof IAS 19 Revised (pension accounting).Ownership structure on December 31, 20143.2%4.7%CDC Group (5)Employees (6)5.3%2.3%BlackRock, Inc (4)Treasury shares84.5%Public(4) To the best knowledge of the company.(5) Caisse des Dépôts et Consignations (CDC) holds 6% of voting rights.(6) Of which 4.0% held through the WESOP (World Employee Share Ownership Plan).Share price against CAC 40 index over five yearsSchneider Electricshare7056.00605063.4054.8360.61CAC 40 01000012/31/2009012/31/2010Share price in euros12/31/201112/31/2012Schneider Electric share12/31/201312/31/2014Index CAC 40(1) Historic figures adjusted for the two-for-one share split (September 2, 2011).2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC9

2014 IN BRIEF2014 in briefGovernanceOn February 24, 2014, Schneider Electric announced that theboard of directors of Schneider Electric SA, which met on February19, 2014, decided to propose the appointment of Ms. LindaKNOLL as Director of the board at the following AnnualShareholder’s Meeting on May 6, 2014, replacing Mr. SergeWEINBERG, whose term of appointment expired and who did notwish to renew it. On March 31, 2014, the board of directors ofSchneider Electric SA decided to complete the agenda of thefollowing Annual Shareholder’s Meeting on May 6, 2014 with theproposal to appoint Ms. Lone FØNSS SCHRØDER as Director ofthe board. Meeting on May 6, 2014, and after having decided tomaintain the unification of the roles of Chairman and CEO for Mr.Jean-Pascal TRICOIRE, the board of directors of SchneiderElectric SA appointed Mr. Léo APOTHEKER as Vice-Chairman andindependent Lead Director. He took over from Mr. HenriLACHMANN who had only accepted this function for a duration ofone year.On June 19, 2014, Schneider Electric SA announced it was tobecome Schneider Electric SE following its registration as aEuropean Company with the French Trade & Companies Register.This action was taken in accordance with resolutions adopted bythe Annual General Shareholder's Meeting, which took place onMay 6, 2014, regarding the change of company status, andfollowing negotiations with employee representatives from 25countries within the European Economic Area. On June 10, afteran almost unanimous vote (representing 97% of the Group’sEuropean employees), the employee representatives approved andsigned an agreement that will strengthen European social dialogwithin Schneider Electric.Strategy, technologies and businessesOn January 23, 2014, Schneider Electric announced it had beenappointed leader of the UPS (Uninterruptible Power Supply)category in the pilot phase of the drafting process of a ProductEnvironmental Footprint methodology led by the EuropeanCommission. The decision on the choice of pilot projects wasmade based on criteria such as the capacity of the proponents toinvolve a representative percentage of the market, the diversity ofthe sectors covered and the availability of already existing ProductCategory Rules (PCR) and good quality life cycle data.On April 29, 2014, Schneider Electric announced the winners ofthe Global System Integrator Excellence Awards for Industry. Thisannual award recognizes the companies and individualsresponsible for the innovations, achievements and great servicethat help industrial and infrastructure organizations to meet theirtechnical and business challenges. The winners were selected by ajury made up of Schneider Electric VIP among more than 700Industry System Integrator Alliance Partner Program memberscoming from more than 30 countries over the globe.On February 6, 2014, Schneider Electric and AREVA announcedthe signature of a strategic partnership agreement to developenergy management and storage solutions based on hydrogen fuelcell technology. Under the terms of this agreement, both groupswill combine their expertise in order to design and propose energystorage solutions that guarantee the reliability of electrical grids forisolated sites and areas where access to power is limited.On July 24, 2014, Schneider Electric announced the creation inBarcelona of its first Center of Excellence focused on smartsolutions for cities. The mission of Schneider Electric’s Center ofExcellence will be to gather the knowledge of the company onsolutions for smart cities, thanks to the experience, the results andthe successful Smart City solutions established worldwide. Thecenter will offer solutions to the cities which will have economicand social impact, bringing concrete benefits for citizens.On March 12, 2014, Schneider Electric announced it had beenselected by AREVA as its preferred supplier of power equipmentfor its offshore wind projects. This includes in particular the windfarm of 100 5MW turbines in the bay of Saint Brieuc off the coastof Brittany and the current tenders for the offshore wind farms atLe Tréport off the coast of Haute-Normandie and the islands ofYeu and Noirmoutier in Pays de la Loire (France). Under the termsof the agreement signed by the two groups, Schneider Electric willsupply transformers and circuit breakers for AREVA's wind farms.102014 REGISTRATION DOCUMENT SCHNEIDER ELECTRICOn September 3, 2014, Schneider Electric announced that 10suppliers received awards that recognize top performance andexcellence at the company’s fourth annual Global Supplier Dayconference that was held in Shanghai, China. The award-winningsuppliers differentiated themselves from a field of 235 of thecompany’s preferred production and non-production suppliersfrom roughly 30 countries who were in attendance.

2014 IN BRIEFOn September 11, 2014, Schneider Electric announced thatEnergy University, its free online educational program designed toenhance knowledge about sustainability and energy efficiency,achieved first place in the Learning Category for the 2014Sustainable Energy Europe (SEE) Award. This award, for which342 projects were submitted in 2014, is presented annually by theEuropean Commission during the Sustainable Energy Week.On October 2, 2014, AREVA and Schneider Electric signed anR&D agreement to develop a new energy storage solution, calledthe flow battery, in order to produce and store electricity bycombining hydrobromic acid and hydrogen. AREVA will lead theproject, manufacturing, integrating and installing the storagesolution while Schneider Electric will design, manufacture andinstall the complementary power conversion system.On November 5, 2014, ERDF and Schneider Electric joined forces,as part of a partnership launched over a year ago, to develop andtest innovative software and solutions for medium and low voltagegrid management, for the design and monitoring of substations ofthe future and to facilitate the increase in renewable energygeneration. The solutions developed under this partnership willenable ERDF and Schneider Electric to consolidate the leadingposition they hold in their respective areas of activity and theircommitment to developing smart grids both in France and abroad.On November 6, 2014, Schneider Electric signed a contract tosupply SEV, the main energy supplier in the Faroe Islands, a newintegrated solution for the complete management of the island’selectrical network for generation, transmission and distributionoperations. Starting in November 2014, Schneider Electric willdeploy its complete suite of advanced software applications formicrogrids.On November 6, 2014, Schneider Electric, Eiffage and Krinnerannounced that they won a contract for the design, construction,operation and maintenance of Europe’s largest photovoltaic powerproject, worth 285 million. The farm will be connected directly tothe very-high voltage power grid and is to be powered in October2015. It will generate more than 350 gigawatt-hours a year,enough to cater for the daytime power consumption of the entirepopulation of Bordeaux.FinanceOn February 5, 2014, Schneider Electric announced the signatureof an agreement for the sale of the Invensys Appliance division,which was renamed Robertshaw Controls Company, to an affiliateof Sun European Partners, LLP. The disposal followed a strategicreview of the Appliance division that concluded the unit is not acore business to Schneider Electric. This disposal enablesSchneider Electric to focus on the divisions of IndustrialAutomation, Software and Energy Controls of Invensys. On June18, 2014, Schneider Electric announced it obtained all requiredregulatory approvals and subsequently finalized the sale of theInvensys Appliance division. The consideration for the transactionwas 150 million.On April 3, 2014, Schneider Electric announced it had entered intoexclusive negotiations with private equity groups The Carlyle groupand PAI Partners for the sale of the entire shareholding in CustomSensors & Technologies (« CST »), based on an enterprise value of 900m (approximately 650m). On May 15, 2014, SchneiderElectric announced it had accepted the binding offer from TheCarlyle group and PAI Partners. On October 1, 2014, SchneiderElectric announced it had obtained all required regulatoryapprovals and subsequently finalized the sale of CST. SchneiderElectric reinvested approximately 100m alongside Carlyle, PAIand CST management to own a shareholding of circa. 30% ofCST. The disposal is consistent with the Group's practice toregularly review its strategic portfolio and focus on ingcomplementary power and automation offerings. CST had limitedsynergies with other businesses of Schneider Electric.On August 12, 2014, Schneider Electric announced the signatureof an agreement to acquire Günsan Elektrik, the second largestplayer in wiring device accessories serving residential andcommercial buildings markets in Turkey. Based in Istanbul andemploying over 300 employees, Günsan Elektrik specializes inwiring device accessories. It has a wide offering including switches& sockets, miniature circuit breakers and fuse boxes. GünsanElektrik will bring to Schneider Electric a well recognized brand, adiffuse local distributor network and a competitive manufacturingbase in Turkey. It will complement Schneider Electric’s premiumofferings with a strong mid-market product range.EmployeesOn January 27, 2014, Schneider Electric announced the launch ofa capital increase reserved for employees under the Groupemployee savings plan (plan d’épargne salariale). This offering,which is in line with the Group’s policy to develop employeeshareholding, was proposed to Group employees in 38 countries,including France. This plan covers around 90% of the employeesof the Group.From June 17 to 20, 2014, Schneider Electric welcomed the 50student finalists to its innovative Go Green in the City competitionin Paris for the fourth year running. The Go Green in the City 2014prize was awarded at the final, which was held at the Group'sheadquarters, to Jin Deng Keith Chan and Man Ki Lee from TheHong Kong University of Science and Technology.On November 15, 2014, Schneider Electric launched the fifthedition of Go Green in the City, a global business case challengefocusing on innovative energy solutions for cities. In the first foureditions, Schneider Electric found tremendous success and stronginterest from students and universities, confirming SchneiderElectric's growing international appeal.2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC11

2014 IN BRIEFCorporate Social ResponsibilityOn January 22, 2014, Schneider Electric announced it has beenawarded, for the third consecutive year, by the Corporate Knightsworld ranking as one of the 100 most advanced company in thefield of sustainable development. Schneider Electric ranked 10

1. The board of directors 123 8. Stock market data 290 2. Organizational and operating procedures of 9. Investor relations 292 the board of directors 134 Shareholders' Meeting 293 3. Board meetings 137 4. Board committees (composition,operating procedures and meetings) 139 1. Report of the board of directors to the combined ordinary and .