SCHNEIDER ELECTRIC GROUP 2017 WORLD EMPLOYEE SHARE OWNERSHIP PLAN COUNTRY SUPPLEMENT FOR CANADA

Transcription

1 SCHNEIDER ELECTRIC GROUP 2017 WORLD EMPLOYEE SHARE OWNERSHIP PLAN COUNTRY SUPPLEMENT FOR CANADA You have been invited to invest in shares ( shares ) of Schneider Electric SE under the umbrella of the Schneider Electric Group employee share offering (the Offering or Classic Offer ) pursuant to a capital increase reserved for employees of the Schneider Electric Group. You will find below a summary of general terms of the offering together with specific terms applicable to employees in Canada, including the expected principal tax consequences relating to the offering as well as a description of the employer matching contribution rules applicable to participants in Canada. For a more complete description of the Offering, please refer to the Employee Brochure provided to you together with this Supplement, and to the International Employee Shareholding Plan Rules which is available on the plan s dedicated website and on the Spice Employee Portal. Important Note: The acceptance of subscriptions by Schneider Electric SE under the Offering is subject to approval by Canadian securities regulators, which Schneider Electric SE expects to obtain prior to the beginning of the Reservation Period. No subscriptions will be considered final by Schneider Electric SE until such approval is received. Employees will be provided with further information and will be notified of any changes in the Offering, as appropriate. Your information package relating to the Offering also includes a Schneider Electric 2017 Plan Employee Brochure (the Brochure ). To the extent there is any inconsistency between this Country Supplement and the Brochure, the former shall govern. General Description of the Specific Terms of the Offering Schneider Electric SE shares will be offered to eligible employees of the Schneider Electric Group in participating countries, pursuant to a capital increase of Schneider Electric SE reserved for such employees. This Offering is made in reliance of the exemption from publishing a prospectus provided for in Article 4(1)(e) of the EU Prospectus Directive 2003/71/EC, as amended. If the total number of requested shares exceeds the number of shares offered, the allocation of shares to certain employees may be reduced, so as to allow as many employees as possible to participate in the Offering. Following the issue of the new shares, Schneider Electric will request their admission to listing on the French Stock Exchange, Euronext Paris (Compartment A). These shares will all be ordinary shares carrying the same rights as the other existing ordinary shares. Eligibility All current permanent and temporary contract employees of Schneider Electric SE s participating Canadian direct and indirect majority-owned subsidiaries who have been employees for at least three months, measured as of the last day of the Revocation Period (June 13, 2017), and who are still employed at such date, are eligible to participate in the Offering. Reservation Period The Reservation Period for share subscriptions under the Offering is expected to start on April 3, 2017 and close on May 2, 2017 (6:00 p.m. Toronto time). Your duly completed subscription/reservation must be submitted online via the dedicated reservation tool. CS_Canada_March 9,

2 Revocation Period The subscription price for the Schneider Electric SE shares will be determined after the Reservation Period. It is expected that the subscription price will be set by the Deputy Chief Executive Officer, upon delegation of the Board of Directors of Schneider Electric SE, on June 6, Employees will be informed of the subscription price by their local company before the opening of the Revocation Period. During the Revocation Period, you will be given the opportunity to cancel/revoke your share subscription online via the reservation tool. A partial cancellation is not possible. Please note that you may not submit a new or different share subscription order during the Revocation Period. The Revocation Period is expected to run from June 7, 2017 until June 13, 2017 (6:00 p.m. Toronto time) inclusive. Subscription Price The subscription price for each share, denominated in euros, is expected to be determined on June 6, 2017, based on the average opening price of the shares on each of the 20 trading days preceding this date (the reference price ). The applicable CAD$/ exchange rate for purposes of computing your total share subscription cost (which is to be paid in CAD$) will be determined no later than June 6, Although you will not know the subscription price or the applicable exchange rate when you submit your online subscription/reservation in the reservation tool, this information will be communicated to you prior to the start of the Revocation Period so that you may cancel/revoke your subscription if you wish to do so. The shares purchased under the Offering are purchased at the reference price less a 15% discount. For more details of the Offering and an explanation of the investment characteristics of such offer, employees are encouraged to consult the Brochure. As noted above, subscription payments are to be made in Canadian dollars using a Canadian dollar/euro exchange rate that will be determined by Schneider Electric SE on or about June 6, Important Note: The value of your investment, determined in Canadian dollars, will be affected by fluctuations in the currency exchange rate between the euro and the Canadian dollar. For example, if the value of the euro strengthens relative to the Canadian dollar, the value of your investment (expressed in Canadian dollars) will increase. On the other hand, if the value of the euro weakens relative to the Canadian dollar, the value of your investment (expressed in Canadian dollars) will decrease. It is important to note that exchange rates are governed by the market and are not guaranteed. Employer Matching Contribution Your employer has decided to pay a matching contribution if you participate in the Offering. Please see the end of this Country Supplement for more information. Maximum and Minimum Investment You are entitled to invest an amount of up to 25% of your eligible earnings for your share subscription. Your eligible earnings include your base salary as of March 1, 2017 as well as any bonus and/or overtime paid between January 1, 2016 and December 31, Matching contributions from your employer, if any, with respect to the Offering will not be considered for purposes of determining your maximum contribution entitlement. Your personal contribution in the Offering cannot be less than CAD $ All determinations made by your employer or Schneider Electric regarding the calculation of your eligible earnings will be final and binding. If you have any questions regarding how your eligible earnings have been determined, please contact PeopleLink or your local Human Resources Department. CS_Canada_March 9,

3 Custody of your Shares Your shares will be subscribed and held on your behalf by a collective shareholding vehicle, known as a Fonds Commun de Placement d Entreprise (the FCPE ), which is commonly used in France for the custody of shares held by employee-investors. The subscription to the capital increase will be made with respect to the Offering by a temporary FCPE named Schneider Relais International The foregoing FCPE will purchase the shares on your behalf and you will be issued units of the temporary FCPE corresponding to the shares subscribed on your behalf. Following the Offering, the Schneider Relais International 2017 FCPE will be merged, subject to the decision of the FCPE s supervisory board and the approval of the French Autorité des Marchés Financiers, with the principal FCPE named Schneider Actionnariat Mondial and you will receive units of the principal FCPE. The applicable FCPE that holds the purchased shares at the relevant time is referred to herein as the FCPE. Holding/Lock-Up Period In consideration of the benefits granted under the Offering, your investment (including any corresponding employer matching contribution made with respect to your personal contribution, if applicable) is subject to a lock-up period of approximately five years under the Classic Offer up to June 30, 2022 inclusive (the Lock-Up Period or Holding Period ), during which time you will not be able to redeem your investment, subject to the following exceptions (each an Exit Event ). Exit Events You may, or must, as the case may be, request the sale of your FCPE units during the abovementioned lock-up period in the following circumstances only: 1. A voluntary redemption is permitted if you suffer a long-term disability (as defined in your employer s long-term disability plan); 2. A mandatory redemption is required if your employment contract is terminated for any reason, including by reason of dismissal without cause, redundancy or retirement; 3. A mandatory redemption is required in the event of your death; and 4. A mandatory redemption is required if your employer ceases to be a member of the Schneider Electric Group and your employer ceases to be a participating company under the International Employee Shareholding Plan rules. The Director of Human Resources of the Company (directly or by delegation) may, upon his or her own initiative or upon request from any participating company in writing, modify the early redemption conditions, including to institute new events, to modify or delete existing events, or to provide interpretations of such events. Any action taken in this regard shall be on a case by case basis, valid only for the specific case or Offering presented, unless otherwise specified in the plan administrator s decision. Upon the occurrence of case number 1, you shall present your redemption request to your employer, together with relevant supporting documentation of the event. Upon the occurrence of case number 2 (termination of employment contract), you shall inform your Group former employer of the occurrence of such event and present your request to redeem all of your assets under the International Employee Shareholding Plan and any other Schneider Electric Group employee savings plan to such employer within one year after your departure from the Group company; no justification is required. Failure to make such request within the specified time period shall not prevent the plan administrator from ordering a mandatory redemption at the end of this period. In the event of your death (case number 3), your executor must inform your employer of such event and request the redemption of all of your assets under the International Employee Shareholding Plan and any CS_Canada_March 9,

4 other Schneider Electric Group employee savings plan, together with supporting documentation of the occurrence of the event, within one year after your death. Failure of your executor to make such request within the specified time period shall not prevent the plan administrator from ordering a mandatory redemption at the end of this period. In case of a mandatory redemption requirement under item 4 above, you shall present your redemption request for all of your assets under the International Employee Shareholding Plan and any other Schneider Electric Group employee savings plan as soon as the event is confirmed by your employer (and in no case later than the transaction date of such event). No supporting documentation will be required in these circumstances. Failure to make such request within the specified time period shall not prevent the plan administrator from ordering a mandatory redemption. Your employer will have the right to interpret the particular requirements associated with the Exit Events under items 1, 2 and 3 above and to make a determination as to whether any particular situation constitutes an Exit Event. The Director of Human Resources of Schneider Electric SE will have the right to interpret the particular requirements associated with an Exit Event under item 4 and to make a determination as to whether a particular situation constitutes an Exit Event under that item. Any such interpretations and decisions shall be made on a case by case basis, and shall be valid, final and binding. Voluntary redemption shall take place in the form of a single payment that, at your choice, shall relate to all or some of the assets that may be redeemed. In the event of mandatory redemption under case numbers 2 and 3, if you (or your heirs) decide not to redeem your investment immediately and instead choose to use your (or their) right to exit at some point within the stipulated one-year period, you (or your heirs) will need to complete 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 the Redemption Request Form (please see below under Processing of your exit request ). You should not conclude that an Exit Event giving rise to a redemption right or requirement is available unless you have described your specific situation to your employer and have provided the requisite supporting documentation, and your employer has confirmed that it applies to your situation. For further information on Exit Events and/or redemption procedures, please contact PeopleLink or consult the International Employee Shareholding Plan rules, which are available on and on the Spice Employee Portal. After the end of the lock-up period For the sake of clarity, please note that where an event mentioned here above as a mandatory Exit Event (items number 2, 3, 4 above) occurs after the end of the Lock-Up Period, exit from the plan and from any other Schneider Electric Group employee savings plan is mandatory. Processing of your exit request In order to redeem your units, you will need to complete a Request for Redemption Form (available through PeopleLink) and return the completed form to PeopleLink, who will forward it to the FCPE. The FCPE will execute any properly validated exit request by your employer and will transfer the redemption proceeds to your employer. Your employer will transfer such amounts to you or your representatives shortly thereafter (after deducting any applicable income taxes or social charges). CS_Canada_March 9,

5 Dividends Any dividends paid to the FCPE on your behalf will automatically be reinvested by the FCPE in additional Schneider Electric SE shares, which will result in an increase in the value of your units in the FCPE. Voting Rights The voting rights attached to your Schneider Electric SE shares will be exercised by the Supervisory board of the FCPE, on your behalf. Retention/Redemption of your investment In the absence of an exit made in accordance with one of the Exit Events described above, your investment will be eligible to be retained in FCPE without being subject to any further lock-up restriction. Alternatively, on the expiration of the Lock-Up Period (June 30, 2022) your investment will be eligible to be redeemed, in accordance with a process that you will be advised of. Redemption requests will be satisfied by way of a cash payment equal to the value of your investment (using the share price on the redemption date). Method of Payment The following payment methods are available: Subscription payments may be made by personal cheque and/or by payroll deduction. The payroll deduction option is limited to 5% of your eligible earnings as described herein and is financed by a 12- month interest-free loan from your employer, which you will be required to pay back in equal payroll deductions over 12 months starting shortly after your shares have been delivered. If you are paying (in whole or part) by cheque, you will receive instructions regarding where to send your cheque. Default of payment case In the event that you do not fulfill your obligations to reimburse the interest-free loan in a timely manner, your employer shall have the right to sell immediately upon your default of payment or thereafter, the number of shares required to reimburse the loan plus expenses, without prior notice of or approval from you and without any right of indemnity. This early sale could have a tax impact for you. Custody Arrangement For so long as the shares are held in the Plan, Schneider Electric SE reserves the right, to the extent permitted by law, to amend or change the custody arrangements, including by transferring the shares held under the FCPE to a nominative account. Such amendment, change or transfer may affect the manner in which your shareholder rights are exercised and enjoyed (including the manner and timing of dividend payments and voting rights). Employment Law Disclaimer Please note that the Offering is provided to you by Schneider Electric SE and not by your employer. The decision to include you as a potential participant under this and/or any future Offering is taken by Schneider Electric SE in its sole discretion. The Offering does not form part of your employment agreement and does not amend or supplement such agreement. Participation in the Offering does not entitle you to future benefits or payments of a similar nature or value, and does not entitle you to any compensation in the event that you lose your rights under the Offering as a result of the termination of your employment. Benefits or payments that you may receive or be eligible for under the Offering will not be taken into consideration in determining the amount of any future benefits, payments or other entitlements that may be due to you (including in cases of termination of employment). CS_Canada_March 9,

6 Securities Notices Securities Laws Rights of Action. In accordance with an exemption from certain requirements of Canadian provincial securities laws for which Schneider Electric SE has applied, this Offering is being made without filing a prospectus with the applicable Canadian securities regulatory authorities or using a registered securities dealer. As a result, purchasers of securities pursuant to this Offering will not have the benefit of certain protections, rights, and remedies afforded under Canadian securities legislation, such as statutory rights of withdrawal and statutory rights of action for rescission or damages against the Company in the event of a misrepresentation in any materials furnished in connection with the Offering. Purchasers will have to rely on common law (in all provinces except Québec, as applicable) or civil law (in Québec) rights of action that may be available in this regard. Resale Restrictions. In addition to the restrictions on resale and transfer noted in this Country Supplement or any other documentation relating to the Offering, shares purchased under the Offering will be subject to certain restrictions on resale imposed by Canadian provincial securities laws. Purchasers of shares under the Offering are encouraged to seek personal legal advice prior to any resale of such shares. Schneider Electric SE has applied to securities regulatory authorities to allow employees to resell shares acquired in the Offering without the need to file a prospectus, and expects to obtain such approval prior to the beginning of the Reservation Period. In general, such relief will provide that participants in the Offering resident in Canada may not resell their shares to Canadian purchasers and must resell their shares outside of Canada (including over a foreign stock exchange). Even so, depending on the circumstances of each case, a resale of shares outside of Canada may still require a participant to engage the services of a registered Canadian securities dealer. Canadian Securities Regulatory Approval. The acceptance of subscriptions by Schneider Electric SE under the Offering is subject to regulatory approval by Canadian securities regulators, which Schneider Electric SE expects to obtain prior to the beginning of the reservation period. No subscriptions will be considered final by Schneider Electric SE until such approval is received. Employees will be provided with further information and will be notified of any changes in the Offering, as appropriate. * * * CS_Canada_March 9,

7 Tax Information for Employees Resident in Canada This summary sets forth the general French and Canadian federal income tax principles that are expected to apply to employees who are resident in Canada for the purposes of the Income Tax Act (Canada) (the Tax Act ) and the Convention for avoidance of double taxation between Canada and the French Republic dated May 2, 1975 (the Treaty ), and who will remain resident in Canada throughout the period of their investment under the Offering. The tax consequences listed below are described in accordance with Canadian federal and French income tax law and practices applicable in January These laws may change over time. Please note that Schneider Electric or your employer are not providing you with, and will not provide you with, any personal advice or tax advice in relation to this Offering. For definitive advice, you should consult your own tax advisor regarding the tax consequences of subscribing to Schneider Electric SE shares. This summary is given for informational purposes only and should not be relied upon as being either complete or conclusive. A. Taxation in France Provided your investment will be held through the Schneider Actionnariat Mondial FCPE and such FCPE reinvests any dividends that may be distributed by Schneider Electric SE, you will not be subject to tax or social charges in France. B. Taxation in Canada Your share investment will be held through the FCPE and evidenced by units in the FCPE. Subscription for Shares at a Discount An employee acquiring shares at a discount to their fair market value is generally considered to have received a taxable employment benefit. However, because of the Lock-up Period applicable under the Offering, Schneider Electric SE intends to take the position that the fair market value of the shares is no greater than the discounted purchase price with the result that the participants in the Offering should not be considered to have received any such taxable employment benefit. It should be noted, however, that the Canada Revenue Agency (the CRA ) is not bound by this position. Payment of your investment by way of payroll deduction If you elect to pay for all or a portion of your investment by way of the interest-free advance loan from your employer, you will realize a taxable employment benefit equal to a deemed interest amount, which will be shown in your 2017 and 2018 T4 forms. You will, however, be entitled to claim an interest expense deduction from your income of an equal amount; and accordingly, should not have to pay any income tax as a result of having received the advance. Employer Matching Contribution All or a portion of any amount contributed by your employer to the Offering for purposes of acquiring additional shares on your behalf may constitute a taxable employment benefit to you, and your employer will be required to make payroll source deductions for income tax (and, where applicable, CPP/QPP and EI amounts) in connection with any such benefit. The exact magnitude of the employment benefit (if any) will be communicated to you by your employer following the capital increase. CS_Canada_March 9,

8 Payments of Dividends Dividends received by the FCPE on your behalf must be included in your income for the year in which such dividends are received. These dividends will not be eligible for the gross-up and dividend tax credit normally applicable to dividends received by an individual from taxable Canadian corporations. Since dividends paid to the FCPE will be reinvested on your behalf, you will be required to use other cash resources to fund this tax liability. Redemption of Units On the redemption of your units for cash, you will be deemed to have disposed of the shares represented by your units. You will realize a capital gain equal to the positive difference, if any, between the proceeds received for your shares and the aggregate of the adjusted cost base of the shares and any reasonable disposition costs incurred by you. For this purpose, your adjusted cost base of a share at the time of its disposition will generally be equal to the aggregate cost of all shares held by the FCPE on your behalf - that is, the amount paid for the shares at the time of subscription plus: (i) the amount of any taxable benefits in connection with your purchase of shares (including by virtue of the employer matching contribution); and (ii) any dividend amounts which are reinvested to acquire additional shares, along with the amount paid for any Schneider Electric SE shares held by you outside the FCPE, divided by the total number of shares held at that time. One-half of any capital gain realized by you will be included in your income as a taxable capital gain. One-half of any capital loss realized by you may be deducted from any taxable capital gains you may have in accordance with the rules in the Tax Act. * * * CS_Canada_March 9,

9 Appendix A Employer Matching Contribution Rules Your employer has decided to pay on your behalf, in case you subscribe to the Offering, a contribution matching your own personal contribution, thereby increasing your investment capacity, as follows: - For your personal investment up to CAD$1,100 your employer will pay an amount equal to your personal contribution; - For your personal investment between CAD$1,101 and CAD$2,800 your employer will pay an additional amount equal to one-half of your incremental personal contribution. The employer matching contribution under this Offer is limited, in any event, to a maximum of CAD$1,950 (CAD$1,100+CAD$850). Although this contribution is made on your behalf, you will not be able to receive the shares purchased until redemption occurs in accordance with the terms of the Offering (i.e., after the end of the Lock-up Period, or upon occurrence of an Exit Event). The table below provides examples of the employer matching contribution you would be entitled to with respect to your personal contribution, and examples of a subscription based on a hypothetical discounted subscription price of CAD$52. These examples are for illustration purposes only. The applicable subscription price and CAD$/ exchange rate for purposes of computing the value of your employer matching contribution (which is to be calculated in CAD$) will be determined by June 6, Personal Contribution Employer Matching Contribution Total contribution Hypothetical Subscription Price CAD$ 20 CAD$ 20 CAD$ 40 CAD$ CAD$ 100 CAD$ 100 CAD$ 200 CAD$ CAD$ 1,100 CAD$ 1,100 CAD$ 2,200 CAD$ Number of Shares Subscribed via the FCPE CAD$ 1,700 CAD$ 4,000 CAD$ 1,100 + CAD$ 300 = CAD$ 1,400 CAD$ 1,100 + CAD$ 850 = CAD$ 1,950 CAD$ 3,100 CAD$ CAD$ 5,950 CAD$ CS_Canada_March 9,