PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended ("MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 4 April 2023

SCHNEIDER ELECTRIC SE

Issue of Euro 750,000,000 3.375 per cent. Notes due April 2025 (the "Notes")

under the Euro 12,500,000,000 Euro Medium Term Note Programme

Series no. 33

Tranche no. 1

Joint Lead Managers

BofA SECURITIES

CREDIT AGRICOLE CIB

DEUTSCHE BANK

NATIXIS

SANTANDER CORPORATE & INVESTMENT BANKING

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 3 June 2022 which received approval n°22-194 from the Autorité des marchés financiers (the "AMF") on 3 June 2022, the supplement n° 1 to it dated 9 August 2022 which has received approval n°22-342 from the AMF on 9 August 2022, the supplement °2 to it dated 23 September 2022 which has received approval n°22-391 from the AMF on 23 September 2022, the supplement n°3 to it dated 27 October 2022 which has received approval n°22-425 from the AMF on 27 October 2022, the supplement n°4 to it dated 6 December 2022 which has received approval n°22-479 from the AMF on 6 December 2022, the supplement n°5 to it dated 20 February 2023 which has received approval n°23-044 from the AMF on 20 February 2023, the supplement n°6 to it dated 13 March 2023 which has received approval n°23-070 on from the AMF 13 March 2023 and the supplement n°7 to it dated 31 March 2023 which has received approval n°23-090 from the AMF on 31 March 2023 (the "Supplements") and which together constitute a Base Prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").

This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain all the information. The Base Prospectus and the Supplements are available for viewing at the office of the Fiscal Agent or each of the paying agents and on the website of the Issuer (www.se.com), and on the website of the AMF (www.amf-france.org) and copies may be obtained from Schneider Electric SE, 35, rue Joseph Monier - 92500 Rueil-Malmaison, France.

1

Issuer:

Schneider Electric SE

2

(i)

Series Number:

33

(ii)

Tranche Number:

1

(iii) Date on which the Notes

become fungible:

Not Applicable

3

Specified Currency or Currencies:

Euro ("EUR")

4 Aggregate Nominal Amount of Notes admitted to trading:

(i)

Series:

EUR 750,000,000

(ii)

Tranche:

EUR 750,000,000

5

Issue Price:

99.875 per cent. of the Aggregate Nominal Amount

6

Specified Denominations:

EUR 100,000

7

(i)

Issue Date:

6 April 2023

(ii)

Interest

Commencement

Date:

6 April 2023

8

Maturity Date:

6 April 2025

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9

Interest Basis:

3.375 per cent. Fixed Rate

(Further particulars specified below)

10

Redemption Basis:

Subject to any purchase and cancellation or early

redemption, the Notes will be redeemed on the Maturity

Date at 100.000 per cent. of their nominal amount.

11

Change of Interest Basis:

Not Applicable

12

Put/Call Options:

Change of Control Put Option

Clean-Up Call Option

Residual Maturity Call Option

(further particulars specified below)

13

(i) Status of the Notes:

Senior

(ii) Date of the corporate authorisations for issuance of Notes obtained:

Decision of the Board of Directors (Conseil d'administration) of the Issuer dated 28 March 2023 and decision of Hilary Maxson, Directeur Général Finances of the Issuer dated 30 March 2023.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1. Fixed Rate Note Provisions
    1. Rate of Interest:
    2. Interest Payment Date(s):
    3. Fixed Coupon Amount:
    4. Broken Amount(s):
    5. Day Count Fraction:
    6. Determination Dates:
    7. Independent party with appropriate expertise and/or
      internationalrepute responsible for calculating Interest Amounts (if not the Calculation Agent):
  2. Floating Rate Note Provisions
  3. Zero Coupon Note Provisions

Applicable

3.375 per cent. per annum payable annually in arrear on each Interest Payment Date

6 April in each year commencing on 6 April 2024 up to, and including, the Maturity Date

EUR 3,375 per Note of EUR 100,000 Specified Denomination

Not Applicable

Actual/Actual (ICMA)

6 April in each year

Not Applicable

Not Applicable

Not Applicable

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PROVISIONS RELATING TO REDEMPTION

17 Make-Whole Redemption by the

Issuer (Condition 6(d))

Not Applicable

18

Call Option

Not Applicable

19

Put Option

Not Applicable

20

Residual Maturity Call Option

Applicable

(i) Residual

Maturity

Call

Option Date:

  1. Change of Control Put Option
  2. Clean-UpCall Option
    1. Clean-UpPercentage:
    2. Early Redemption Amount:

6 March 2025

Applicable

Applicable

75 per cent.

EUR 100,000 per Note of EUR 100,000 Specified Denomination

  1. Final Redemption Amount of each Note
  2. Early Redemption Amount
    1. Early Redemption Amount(s) of each Note payable on
      redemption for taxation reasons or on event of default or illegality and/or the method of calculating the same (if required or if different from that set out in the Conditions):
    2. Redemption for taxation reasons permitted on days other than Interest Payment Dates:
    3. Unmatured Coupons to become void upon early redemption (Bearer Notes only):
  3. Acquisition Event Call Option

EUR 100,000 per Note of EUR 100,000 Specified Denomination

Not Applicable

Yes

Not Applicable

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26 Form of Notes:

Dematerialised Notes

  1. Form of Dematerialised

Notes:

Bearer form (au porteur) only

(ii) Registration Agent:

Not Applicable

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Disclaimer

Schneider Electric SE published this content on 05 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2023 08:50:05 UTC.