Annual Shareholders Meeting. 21 April 2011

Transcription

1 Annual Shareholders Meeting 21 April 2011

2 Disclaimer All forward-looking statements are Schneider Electric management s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

3 04 Strategy and growth opportunities 41 Offering by end-market Financial Results 67 Outlook 70 Shareholding 3

4 Strategy and growth opportunities Jean-Pascal Tricoire President and CEO

5 Introduction

6 We are the global specialist in energy management Energy production and transport Energy management Energy Usage Wind Solar Hydro Biofuels Hydrocarbon Nuclear To make energy Safe Reliable Efficient Productive Green Appliances Climate control Security Lighting Machines IT servers 6

7 Our portfolio has been through a major transformation in the past decade Before Now Major Moves Divested non-core businesses Focus on Power & Control Develop energy management Add adjacent bricks to our portfolio Consolidate leadership positions in products Align technology, brands and organization to deliver solutions Portfolio Electrical Distribution Electrical Distribution Power Industry Automation Industry Automation Energy Building Automation Buildings Critical Power Industry IT Accessible Market 60bn 200bn 7

8 The Group s identity card A growth story ( bn) billion sales 1 in % of sales in new economies Group sales since 2004 Diversified end markets 1 people in 100+ countries Utilities & Infrastructure 20% Industries & Machine manufacturers 24% Data centers 17% of sales devoted to R&D Non-residential building 30% Residential 9% 1 Proforma 2010 sales with 12 months of Areva Distribution 8

9 A responsible commitment supporting Schneider Electric s sustainable growth Sustainable and responsible business UN Global Compact Engage all our people Environmental protection Access to energy Green Premium products Measure our commitment Planet & Society Barometer. BipBop programme People & communities development Health & Safety and engagement Schneider Electric Foundation Gain recognition In 2 ethical stock indexes: - Dow Jones Sustainability Stoxx (Europe) Index - Aspi Eurozone 9

10 Animation during the presentation * Western Europe North America 34% of sales 41,700 employees 24% of sales 26,000 employees Asia Pacific Rest of the world 24% of sales 31,900 employees 18% of sales 19,200 employees * Schneider Electric a global company 10

11 Growth drivers

12 The energy dilemma is here to stay The facts The need Energy demand By 2050 Electricity by 2030 vs CO2 emissions to avoid dramatic climate changes by 2050 Source: IEA 2007 Source: GIEC 2007, figure (vs level) Frequent power outages Rising energy prices Climate change Conflicts for resource access and control 12

13 Energy efficiency is the key to solving the energy equation About 50% of CO 2 reduction will come from energy efficiency Energy efficiency Cleaner generation Fuel mix in buildings & industry Biofuels Carbon capture 13

14 : Our differentiation factor 30% savings HVAC control Access control Video surveillance Power distribution Energy monitoring Lighting control Renewable energy Motor control Critical power Lower upfront investment Optimized opex Ongoing energy efficiency 14

15 Animation during the presentation Growth drivers Energy efficiency The smart grid New economies : our differentiation factor 15

16 Animation during the presentation Growth drivers Energy efficiency The smart grid New economies : our differentiation factor 16

17 Animation during the presentation Vietnam Schneider Electric Solution: Energy management system allowing the customer to control and operate in real time the energy consumption Measurement equipment and maintenance service Client benefits for Big C (Groupe Casino): 5% savings on upfront investment 40% savings on energy consumption for lighting 17

18 Energy efficiency project in Vietnam Integrated solution for the Big C supermarket (Casino) Maintenance services Supervision system Lighting control system Power measurement system 18

19 Animation during the presentation North Texas, USA Schneider Electric Solution: Low voltage and medium voltage products Control systems (HVAC, lifts..) Ecostruxure solution Client benefits for the university: 17% reduction in energy consumption and 15% reduction in water consumption Reduction in CO2 emission (23,000 hectares of forest) 19

20 Energy efficiency project in the United States Integrated solution for the University of North Texas Maintenance services Medium and low voltage products Building management system (HAVC control, lighting control ) Automation control system (lifts, HVAC, pumps ) 20

21 Animation during the presentation Growth drivers Energy efficiency The smart grid New economies : our differentiation factor 21

22 The grid is transforming and is becoming intelligent 22

23 Animation during the presentation Manhattan NYC, USA Schneider Electric Solution: Building management system Automatic load shedding solution Client benefits for the building: Reduction in consumption by 60,000 kwh/month Savings of more than 100,000 dollars per year 23

24 Demand response project Integrated solution for a building in Manhattan, New York Control software System of supervision (BMS & SCADA) Building management system (HVAC control, lighting control ) 24

25 Animation during the presentation Paris, Porte de Versailles, Motor show Our vision of electric vehicle charging station: Consumers and facilities safety Availability and ease of use Connection of electric vehicle to the smart grid 25

26 Electrical vehicle charging infrastructure: Booth at the Paris Motor Show, Porte de Versailles, Paris Shareholder visit at the booth Schneider Electric takes the lead 26

27 Animation during the presentation North Sea, German offshore wind farm Alpha Ventus Schneider Electric Solution: Management platform with control and monitoring system and communication gateway (MICOM et Client benefits for the wind farm: Control reliability Remote control to ensure safety Easy to use communication interface 27

28 Offshore windfarm project in Germany Grid automation solution thanks to Areva Distribution PACIS GTW data exchange communication platform MICOM P439 Integrated numerical distance protection and control system MICOM C264 Modular substation computer 28

29 Animation during the presentation Growth drivers Energy efficiency The smart grid New economies : our differentiation factor 29

30 A robust business model in new economies Organic growth in new economies Sales in new economies 37% of Group (32% in 2008) New +17% +20% economies +12% +15% 0.9* 2010 Eastern Europe Billion sales Mature countries +8% +11% +3% -9% +6% % 2010 Middle East Africa 2010 Latin America Asia * Excluding Elektroshield TM Samara consolidated with the equity method (2010 sales: 0.4bn) Strong and deep-rooted presence established to fully benefit from the strong market potential in these regions 30

31 Animation during the presentation China 12% of Group sales 22,000 employees* 77 sites, 26 factories 3 R&D centers R&D engineers Large network of partners As of 31/12/2010 *including 100% of the workforce of JV in China 31

32 Integrated solution for steel plants in China Audits, Energy Efficiency, Energy Management 唐山钢铁 Our Solution Energy management system with : one unique system of energy management for 10 plants Energy management consulting Total management of the production of the plant users of the system Client benefits 180 M of energy saving potential per year for the steel production A saving equivalent to 857K tons de coal per year Better visibility, follow-up and reliability Real time decision 32

33 Animation during the presentation Russia Double digit growth in 2010 Presence of all the Group activities 3,000 employees 3 industrial sites and 2 logistic centers Strong market potential (oil and gas, mining ) As of 31/12/

34 Electroshield TM Samara, the leader in MV in Russia Sales Breakdown of sales in 2009 ~ 14.5 bn RUB (~ 330 m ) ~ 17.0 bn RUB (~ 425 m ) Industry Other Energy (Production and distribution) Oil & gas e Industrial and social data ~ 7000 employees 4 industrial sites in Russia and Uzbekistan Products and technology Medium voltage (including switchgear, transformers, shelters mobile sub-stations) Low voltage 34

35 Animation during the presentation * * Acquisitions in 2010 and Q

36 External growth accelerates the strategy roll-out Acquisitions closed or announced in 2010 and Q CA Energy Efficiency Smart Grid New economies Power Digilink (India) ~25m Energy Areva Distribution Elektroshield TM Samara* (Russia) 1 878m ~ 425m Industry Cimac (Middle East) SCADAgroup (Australia) ~40m ~68m Uniflair (Italy) ~80m IT APW President (India) ~10m Lee Technologies (US) ~104m Zicom (India) ~30m Buildings Vizelia D5X (France) ~8m Summit Energy (US) ~45m *50% stake 36

37 Animation during the presentation * * Acquisition of AREVA Distribution 37

38 A strong start for Areva Distribution, exceeding expectations Continuity of operations Merger of front offices in all countries In m Reported Proforma June-Dec 12 months Continued commercial successes Sales 1,230 1,878 1 Action plans rolled-out to deliver 120m synergies by 2014 Areva T&D India mandatory offer completed EBITA EBITA margin % 1 Includes ~ 75m of non-core zero-profit business to be discontinued % Key separation & integration milestones reached Now in position to start delivering synergies 38

39 Animation during the presentation Creation of Energy business Acquisition of Areva Distribution Global leader in medium voltage Sales 2010: 4.3 billion (pro-forma) 45% of sales in new economies About 16,000 employees 80 plants 39

40 We invest in growth opportunities arising from the favorable trends in our market Energy efficiency Smart grid New economies Group targets organic growth across a normal cycle at world GDP +3 points M&A new economies solutions and services businesses leadership 40

41 Offering by end-markets

42 Our end markets are diversified Utilities & Infrastructure Data centres Electrical Energy Oil & Gas 20% 17% Non residential buildings Marine Hospitals Water 30% Hotels Life science Industries & machine manufacturers OEM 24% 9% Commercial Green buildings Mines, mineral & metal Residential % du CA

43 Animation during the presentation Société d Exploitation de la Tour Eiffel Schneider Electric Solution: Regulation and control system for elevators Low voltage and medium voltage products Client benefits: Non-availability rate lower than 1% Negligible failure rate (vs % in the past) Comfort and security 43

44 Eiffel tower Industrial automation solution Low voltage and medium voltage products Automation systems for lifts Security systems 44

45 Animation during the presentation Water treatment plant (SAUR) Schneider Electric Solution: At Marne-la-Vallée, SAUR supplies the hotel resorts and also Disneyland Replacement of automation control system Client benefits: 24h/24h and 7d/7d operation Guarantee of service continuity Regular training for the operators 45

46 Water station at Marne-la-Vallée, France Facility serving the amusement park Technical maintenance service Supervision systems at each stage Renewed cabinets Replacement of automation control systems Ethernet network: (transmission box ) 46

47 Animation during the presentation Telecity data center Schneider Electric Solution: 3,400 m² available for clients Density of 3 to 30kW per rack depending on the zone Integrated architecture Client benefits: Energy efficiency Reliable infrastructure Total availability Modularity and flexibility 47

48 Telecity Integrated solution for data centers Training and maintenance service Low voltage and medium voltage products Measurement equipments Racks, row and cooling system 48

49 Animation during the presentation Centre George Pompidou Schneider Electric Solution: Maintenance contract for electrical distribution and automation equipments Maintenance and service guarantee 24h/24h and 7d/7d Client benefits: Total technical competency Unique responsibility Reduction in the number of failure Trained technical operators 49

50 Centre Pompidou Maintenance services Technical maintenance services 50

51 Animation during the presentation The evolution of our offer for the residential market reflects the transformation of our company Terminal distribution enclosure Miniature circuit breakers and contactors Protection equipment for photovoltaic systems Network connectivity (Voice-Data-Image) Innovative and aesthetic wiring devices Electric vehicle charging station Energy and security management Power backup with batteries against voltage fluctuations Control systems for doors, gates and shutters 51

52 Conclusion

53 One program accelerates our strategic development Two fundamentals Three transformations 53

54 to deliver strong and profitable growth growth targets across a normal cycle Group sales (in bn) Solutions (32% of sales) targeted organic growth at GDP +5 points New economies (37% of sales) targeted organic growth at GDP +6 points Combination of strong organic growth and successful acquisitions Group targeted organic growth at world GDP +3 points & beyond 54

55 2010 Financial Results Emmanuel Babeau Executive Vice President, Finance

56 2010: a record year 20bn Sales reached 20 billion, up 24% (organic growth + acquisitions) 3bn EBITA above 3 billion, up 51% Before restructuring and consolidation impact of Areva Distribution 109% Net income up 109%, to 1.7 billion 1.7bn Strong free cash flow generation, to 1.7 billion, in a context of sharp sales rebound. proposed dividend per share 56

57 Robust organic growth of 9.3% Group organic growth Businesses organic growth +2% +10% +12% +12% Industry IT +24% +10% Strong momentum -16% -20% -17% -10% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Power Buildings +6% +3% Later cycle businesses Right positioning and exposure of our business portfolio 57

58 Solid pace in new economies New economies +12% +1% -9% -14% -14% +17% +16% +15% % Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q New economies: continued to outperform mature economies Asia-Pacific: strong progression in 2010 (+22%), becoming the 2 nd zone of the Group Latin America, Russia and Central Europe: double digit growth. Middle East positive, Africa lower New economies: Asia (excl. Japan), Eastern Europe (incl. Russia), Middle East, Africa, Latin America (incl. Mexico) 58

59 Good dynamics in mature countries Mature countries -2% -17% -15% -22% -20% +7% +10% +11% % Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Rebound firmed up in mature countries in 2010 Europe : performance driven by Germany and Italy, followed by France. Nordics and Spain improved in H2 North America : steady recovery, supported by IT and Industry, order backlog in Power increased in H2 Japan and Australia : strong growth 59

60 Strong margin recovery in 2010 led to record EBITA before restructuring at 3bn m excl. Areva reported Distribution Sales Organic growth 15,793 18,350 19, % +9.3% Gross margin 39.4% 40.5% 39.5% EBITA 1 before restructuring and Areva D integration costs Margin % ,8% ,2% ,6% +3,4 pts 1 EBIT before amortization and impairment of purchase accounting intangibles 60

61 Net income above 2008 level, EPS of 6.6 m EBITA before restructuring and one-off items 2,018 3, % Margin % 12.8% 15.6% +2.8pts One-off items and restructuring costs (221) (121) EBITA 1,797 2, % Amortization & impairment of purchase accounting intangibles (231) (228) EBIT 1,566 2,703 Net financial expense (384) (347) Income Tax (295) (566) Equity investments (21) 6 Minority interests (42) (76) Net income (Group share) % Earning per share % 61

62 Excellent free cash flow in 2010, net debt down including Areva Distribution acquisition Analysis of debt change in m Net debt at January 1 Operating cash flow (4,553) 1,708 (2,812) 2,468 Free cash flow 1,971 1,734 (Increase) Decrease in net debt Net debt at 31 December 1,741 (2,812) 76 (2,736) 62

63 Cash generation strengthened balance sheet and supported external growth Cash conversion (Free cash flow / net income) Net debt / EBITDA 103% 191% 1 101% 1.4x 1.2x 0.8x EBITDA of 3,481m in 2010 ( 2,442m in 2009) 1 Based on adjusted net income (239% on a reported basis) 63

64 Strong increase of earnings per share and dividend Earnings per share Dividend per share * Payout of 50% of net income * Subject to shareholder approval Proposed dividend up 56% 64

65 Stock performance over the past 5 years Rebased to 100 at 1/1/ SE +53% CAC 40-15%

66 Stock performance since Jan euros th best performance within CAC 40 in % SE +40% CAC 40 +2% 60 Jan. Apr. Jul. Oct. Jan. Apr From Apr to Apr Schneider Electric +28% CAC 40-1% 66

67 2011 outlook

68 Continued strong sales growth in first-quarter 2011 Sales organic growth by business Sales organic growth by region m Q m Q Power 1, % Western Europe 1,708 +6% Energy Industry 908 1, % +21.9% Asia-Pacific North America 1,235 1, % +15% IT Buildings % +11.2% Rest of World % Group 4, % Group 4, % 68

69 2011 outlook Topline Confirmed full-year outlook for each business: - new Power to show more improvement - Energy to continue its slow recovery - Industry and IT on still strong underlying trends but face tougher comparison - Buildings supported by energy efficiency, services and improving mature markets Japan-related supply chain disruption: potential impact on some components. No material impact expected on sales short term. Intensive mitigation efforts are deployed to limit the impact in H2 Limited impact of political unrest in North Africa Profitability Raw material inflation ~ 350m Accelerate price actions to largely offset raw material input costs and target price increases above the initial ~1% Industrial productivity of at least ~ 400m Reduce support function costs to sales ratio Schneider Electric confirms its targets for 2011: * Proforma including Areva Distribution activities on a 12-month basis Strong organic growth of 6% to 9% EBITA margin of 15.0% to 15.5% (vs 2010 proforma* of 14.5%) 69

70 Our shareholders

71 Schneider Electric shareholder base at end 2010 Breakdown of the shareholder base Institutional investors 86.4% Capital Research and Management Company 8.2%* CDC Group 4.2% Employees 4.1% Individual holders 7.8% Treasury shares 1.7% 12% Market Capitalization 31 bn (20 Apr. 2011) Total no. of shares 272 millions (31 December 2010) * To the best knowledge of the Company Individual holders and employees represent 12% of capital 71

72 Individual shareholders: at the heart of our strategy Our means of communication Letter to shareholders Shareholder guide Internet site with dedicated section Our discussion committees Meetings of the Shareholders Relations Committee Consists of 8 members of which 4 new Reinforces the communication between the holder and the company and creates a platform for exchange and dialogue 72

73 We organize meetings in order to be even closer to you Regional meetings Shareholder training seminars 2011 Lille Lyon Marseille 2011 At Schneider Electric headquarters on the fundamentals of stock markets and on the shareholder guide In Paris, at the Palais Brongniart 2011 Electropole R&D center in Grenoble Rueil-Malmaison site Industrial site in Nice-Carros Schneider site visits 2010 Paris Motor Show Our events Annual meeting: LifeSpace products fair Sept. 13: Maison & Objet 73

74 Governance

75 Quality corporate governance in conformity with the AFEP/MEDEF code for listed companies Governance that provides a real separation between Control (the Supervisory Board) and Management (the Management Board) is a guarantee of transparency A management board formed by two members: - Jean-Pascal Tricoire, president - Emmanuel Babeau A multi-background supervisory board (nationalities, origins, etc.) Internal rules of procedure that define its mission and the way it operates Two studies committees, for preparing decisions Close attention paid to providing prior information: - Agenda and draft minutes: 10 days before the meeting - The board file: 4 to 5 days beforehand, with, if appropriate, accounts closed by the Management Board Permanent detailed information: - Monthly letters, communiqués, press revues, analysts studies, etc. - Occasions for meetings with Group executives 75

76 The Supervisory Board s activities in 2010 and the beginning of 2011 Supervisory Board meetings: - 6 meetings in 2010 including one meeting on strategy lasting a day and a half. A participation ratio of 95%. An average length of four and a half hours. - The Management Board attends all Supervisory Board meetings. It leaves meetings when the Supervisory Board deals with executives situations and remuneration. Members of the Executive Committee present projects for which they are responsible The Supervisory Board performed the following tasks: - Examining strategy and monitoring its implementation (Electroshield - TM Samara and integrating Areva D) - Monitoring Group business and its financial situation, notably by examining the Management Board s quarterly reports - Examining accounts - Controlling risk management on the basis of the audit committee report - Profit-sharing for executives and employees by reviewing employee shareholder, option and performance share plans and the remunerations policy - Setting Management Board members remuneration - Corporate governance: The supervisory board s composition 76

77 The Supervisory Board s activities in 2010 and the beginning of 2011 Corporate governance: The board s proposals made to shareholders at the AGM on the composition of the board - Internationalizing, feminizing and rejuvenating the board by nominating:. Mr. Mahindra, Vice-president and Managing Director of Mahindra & Mahindra. Mrs. Sénéquier, President of the Axa Private Equity management board. Mrs. Atkins, Company Administrator. Mr. Kim, President of the Bell Alcatel-Lucent Lab With these nominations, the board would be composed of 14 members and a censor. - Making rules on the composition of the board more flexible by:. Removing the statutory age limit of 74. However, from the age of 70 onwards, board members terms of office will only be for 2 years renewable. The possibility given to the board of appointing a third censor 77

78 Audit Committee activities in 2010 and the beginning of 2011 The committee is made up of 3 members (4 until the departure of Mr. ROSS) 5 meetings in 2010, with a participation ratio of 100 % Statutory Auditors and representatives of financial management and the internal audit department attended the committee meetings The Committee has devoted the main part of its works to: - Examining accounts and financial information: Examining accounts and management reports, reviewing processes for drawing up financial information, etc. - Monitoring work carried out by internal audit and internal control departments - Controlling risk management in the context of a multi-annual risk review program - Examining works carried out by statutory auditors and their results - Studying the distribution policy in favor of shareholders - Adapting the committee s work to audit committees new responsibilities 78

79 Remuneration, Appointment and Human Resources Committee activities in 2010 and the beginning of 2011 The committee is made up of 5 members 7 meetings in 2010, with a participation ratio of 100 % The Committee has devoted the main part of its work to: - Management Board proposals concerning setting up the annual performance share plan and the employee shareholder plan - The remuneration policy for Group executives set by the Management Board - Remuneration and benefits granted to Management Board members - The Supervisory Board President s succession - The Composition of the Board and its members 79

80 Summary of resolutions

81 Main decisions put to the shareholders vote. Approval of accounts and the dividend (3.20 Euros) The composition and operation of the supervisory board including: - Ratification of cooptation and/or nomination of new members, - An increase in directors fees - Removing the statutory age limit of 74 (EAGM), - The statutory possibility of appointing a third censor (EAGM) Dividing the nominal value of shares by two (EAGM) Renewal of financial authorizations given to the management board for: - Buying back and cancelling shares, - Increasing capital, maintaining pre-emptive rights, - Increasing capital, suppressing pre-emptive rights in the context of public invitations, private placements or contributions of securities more especially following a public exchange offer, Renewing financial authorizations in favor of employees for: - Attributing options - Attributing shares subject to performance conditions, - Making increases in capital reserved for employees 81

82 Statutory auditors reports

83 Statutory auditors reports General report on annual accounts Report on consolidated accounts Special report on conventions and regulated commitments Special report on delegations or authorizations for: - Increasing capital by issuing ordinary shares and/or securities giving access to capital, maintaining or suppressing pre-emptive rights - Attributing options for taking up or purchasing shares to the benefit of corporate officers and employees of the company or companies linked to it - Attributing existing shares or shares to be issued free-of-charge to the benefit of corporate officers and employees of the company and companies linked to it - Increasing capital with the suppression of pre-emptive reserved for employees participating in the Company Savings Plan - Increasing capital suppressing pre-emptive rights, in favor of employees of foreign Group subsidiaries - Decreasing capital by cancelling shares Report on the President s report on internal control 83

84 Shareholder questions

85 Vote on resolutions

86 1 st resolution Approval of corporate accounts OAGM Approval of operations and corporate accounts for the 2010 financial year 86

87 2 nd resolution Approval of consolidated accounts OAGM Approval of consolidated accounts for the 2010 financial year 87

88 3 rd resolution Dividend OAGM Setting the dividend at 3.20 Euros per share The date of payment for this dividend will be May 4,

89 4 th resolution Regulated conventions OAGM Approval of the statutory auditors report on regulated conventions and commitments concluded and approved at the Shareholders' AGM in 2010 or earlier 89

90 5 th resolution Composition of the supervisory board OAGM Ratification of Mr. Anand Mahindra s co-optation, As a member of the supervisory board for the remaining period of his predecessor, so until 2012 Mr. Mahindra, 55 years old, of Indian nationality, is Vice-president and Managing Director of Mahindra & Mahindra Ltd, Mr. Mahindra has an independent status 90

91 6 th resolution Composition of the supervisory board OAGM Appointment as a member of the supervisory board, of Mrs. Betsy Atkins for a four-year term of office Mrs. Betsy Atkins, 56 years old, of American nationality, is a company administrator Mrs. Betsy Atkins will have an independent status 91

92 7 th resolution Composition of the supervisory board OAGM Appointment as a member of the supervisory board of Mr. Jeong H. Kim for a four-year term of office Mr. Jeong H. Kim, 49 years old, of American nationality, is President of Bell Labs -Alcatel-Lucent- Mr. Jeong H. KIM will have an independent status 92

93 8 th resolution Composition of the supervisory board OAGM Appointment as a member of the supervisory board of Mrs. Dominique Sénéquier for a four-year term of office Mrs. Dominique Sénéquier, 56 years old, of French nationality is President of the Axa Private Equity management board Mrs. Sénéquier will have an independent status 93

94 9 th resolution Directors fees allocated to the supervisory board OAGM Setting an overall annual sum for directors fees allocated to members of the supervisory board at 1,000,000 Euros 94

95 10 th resolution Share buy backs OAGM Authorization given to the management board for re-purchasing company shares, notably for: Reducing capital by cancelling shares Possessing coverage for stock-option or bonus shares attribution plans Carrying our external growth operations Stimulating the company s share market Limits: Authorization concerns 10% of capital The maximum purchase price is 150 Euros Authorization expires on October 20,

96 EAGM 11 th resolution Modification to the articles of association: Suppression of the age limit Removal of the statutory age limit of 74 to provide for Supervisory Board members term of office to only last for two years, renewable, from the age of 70 onwards article 11 of the articles of association 96

97 EAGM 12 th resolution Modification to articles of association: The possibility of appointing a third non-voting director The possibility given to the Supervisory Board of appointing a third non-voting director, whose term of office may not be longer than one year - article 16 of the articles of association 97

98 13 th resolution Modification to articles of association: Dividing the nominal value of shares by two EAGM Nominal value of shares will be divided by two for increasing their accessibility and their liquidity The operation for exchanging a share with a nominal value of 8 Euros against two shares with a nominal value of 4 Euros will take place after June 30,

99 14 th resolution Delegation of authority for increasing capital, maintaining pre-emptive rights EAGM Delegation of authority given to the management board - For increasing capital: Within the limit of 36.8% of capital By issuing shares or securities giving access to capital Maintaining pre-emptive rights; Authorization is given for 26 months. - For issuing debt securities giving access to other debt securities within limits of 3 billion in nominal value 99

100 15 th resolution Delegation of authority for increasing capital by incorporating reserves EAGM Delegation of authority given to the management board for increasing capital: By issuing shares or securities giving access to capital By incorporating reserves, profits or premiums Authorization is given for 26 months. 100

101 16 th resolution Delegation of authority for increasing capital and suppressing pre-emptive rights EAGM Delegation of authority given to the management board: - For increasing capital: Within the limit of 10% of capital and 36,8% of capital By issuing shares or securities giving access to capital Suppressing pre-emptive rights and instituting a right of priority Authorization is given for 26 months. - For issuing debt securities giving access to other debt securities within limits of 3 billion Euros in nominal value 101

102 EAGM 17 th resolution Authorization for increasing the number of securities to be issued in the event of excess demand Authorization given to the management board in the event of any oversubscription, for raising the amount of any increase in Capital, which it may have decided in application of the 14 th and 16 th resolutions: Within the limit of 15% of the issuance realized Without going over the planned ceilings of 36.8% and 10% of capital Authorization is given for 26 months. 102

103 18 th resolution Delegation of authority for increasing capital in payment for shares EAGM Delegation of authority given to the management board for increasing capital for remunerating contributions in shares : Within the limit of 10% and 36,8% of capital By issuing shares or securities giving access to capital With suppression of pre-emptive rights Increases in capital made on the basis of this resolution are allocated to the values for previous authorizations Authorization is given for 26 months. 103

104 EAGM 19 th resolution Delegation of authority for increasing capital in the context of private placement operations Delegation of authority given to the management board for increasing capital in the context of private placement operations: Within the limit of 5% of capital ( 108 million in nominal value), which is allocated on the ceilings for previous authorizations The price of issue must be at least equal to: - The average share value over the last six months - The average value on the day prior to the issue - With the possibility of providing for a maximum below-par rating of 5% Authorization is given for 26 months. 104

105 20 th resolution Authorization to grant stock-options EAGM Permission given to the management board to attribute stockoptions to executives and employees of the company: The price may not be less than the average quoted price Authorization concerns 1% of capital Annual attributions to management board members may not be over 0.03% of capital 100% of the attributions to members of the management board in the context of the annual long term incentive plan will be subject to performance conditions, 50% for other beneficiaries The maximum validity time for options is 10 years. Authorization is given for 38 months. For non-used amounts it deprives the authorization given on April 23, 2009 of its effect 105

106 21 st resolution Authorization to attribute bonus and performance shares EAGM Authorization given to the management board for attributing bonus shares or performance shares to executives and employees of Schneider Electric of existing shares or shares to be issued under the following conditions: Authorization concerns 1.3% of capital Annual attributions to management board members may not exceed 0.03% of capital 100% of the attributions to members of the management board and the executive committee in the context of the annual long term incentive plan will be subject to performance conditions, 50% for other beneficiaries Acquisition and conservation periods for shares will be modulated within a minimum total period of 4 years. Authorization is given for 38 months For non-used amounts, it deprives the authorization given on April 23, 2009 of its effect. 106

107 22 nd resolution Increases in capital reserved for employees EAGM Authorization given to the management board for increasing capital in favor of participants in the Company Savings Plan: By issuing shares or securities giving access to capital With a maximum below-par rating of 20% on average share values The authorization requires shareholders to abandon their preemptive rights Authorization concerns 2% of capital It is allocated on the ceilings for the 14 th and 16 th resolutions Authorization is given for 26 months. The authorization cancels and replaces the authorization given at the AGM held on April 22, 2010 for sums not used by July 31,

108 EAGM 23 rd resolution Increases of capital reserved for one category of beneficiaries: employees of foreign companies in the Group Authorization given to the management board for increasing capital reserved for employees of foreign companies in the Group: By issuing shares or securities giving access to capital With a maximum below-par rating of 20% on average share values The authorization requires shareholders to abandon their preemptive rights Authorization concerns 1% of capital It is allocated on the ceiling of 2% for increases in capital reserved for the Company Savings Plan Authorization is given for 18 months. The authorization cancels and replaces the authorization given at the AGM held on April 22, 2010 for sums not used by July 31,

109 24 th resolution Authorization to cancel bought-back shares EAGM Authorization given to the management board for cancelling company shares purchased under conditions set at the AGM, within limits of 10% of capital Authorization is given for 24 months 109

110 25 th resolution Powers for formalities AGM Powers for accomplishing formalities 110

111 Help people make the most of their energy