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2007 annual
report
Registration
document
Schneider Electric SA

Table of contents

  • Page 1
    2007 annual report Registration document Schneider Electric SA

  • Page 2

  • Page 3
    ...31, 2007 6 - Subsidiaries and affiliates 7 - Five-year financial summary 156 158 159 166 167 168 170 46 52 56 56 57 3 General presentation of Schneider Electric SA 1 - General information 2 - Capital 3 - Ownership structure 4 - Employee profit-sharing, stock ownership, stock option and stock grant...

  • Page 4
    2

  • Page 5
    ...Jean-Pascal Tricoire 2006 was a historic year for Schneider Electric. Did the Group set new growth and earnings records in 2007? 2007 was a key year for two reasons. First, Schneider Electric achieved new operating performance records. Annual revenue rose 26% on a current structure and exchange rate...

  • Page 6
    ... our employees and the community. Does Schneider Electric have other growth drivers? Yes, emerging markets. Operations in these countries accounted for 32% of our 2007 revenue, or â,¬5.5 billion. Our exposure here is much sturdier than in the past. We have sales operations, production, supply chain...

  • Page 7
    ..., training young people and supporting start-ups in our businesses and pursuing rebuilding projects after natural disasters. Message from Henri Lachmann Chairman of the Supervisory Board T he corporate governance system deployed by Schneider Electric in May 2006 demonstrated its worth in 2007...

  • Page 8
    ... Chairman of the Management Board and Chief Executive Officer Pierre Bouchut Member of the Management Board and Chief Financial Officer Hal Grant Executive Vice President Globalization & Industry Eric Pilaud Executive Vice President Strategy, Customers & Technology - Services and Projects Business...

  • Page 9
    ... member, as defined in the Bouton report on corporate governance. Audit Committee Gérard de La Martinière*, Chairman James Ross* Piero Sierra* Serge Weinberg* Non-voting Directors Léo Apotheker President of CSO and Deputy CEO of SAP AG Claude Bébéar Chairman of the Supervisory Board...

  • Page 10
    ...for full year 2007 set a new record at 13.9%. Revenue from emerging countries, up 20%, accounted for half of total growth. In addition, in-depth repositioning of the business portfolio has allowed us to develop unique positions in high potential businesses such as energy efficiency and services. The...

  • Page 11
    ... Schneider Electric shaped by record growth and earnings. After ten months in the Group, APC has significantly outperformed the acquisition plan, due in part to its successful combination with MGE. Thanks to a deep shift in the Group's business portfolio towards the most promising markets, Schneider...

  • Page 12
    ... consignations Individual shareholders Employees Treasury stock - Own shares 03 04 05 06 07 03 04 05 06 07 â,¬6.78 â,¬3.30 * Recommended for shareholder approval at the Annual Meeting of April 21, 2008. The dividend will be paid as from April 30, 2008. The Schneider Electric SA share vs...

  • Page 13
    ... Acquisition of market leader American Power Conversion (APC) makes Schneider Electric a major player in critical power and cooling services (February 14, 2007). Thanks to the successful integration of APC's and MGE UPS Systems' resources, the Critical Power & Cooling Services Business Unit turned...

  • Page 14
    ... Power & Cooling Services Business Unit is formed from the combination of APC and MGE UPS Systems to devise innovative solutions that ensure an uninterrupted, reliable power supply (February 14, 2007). Promoting job opportunities for the disabled A first group-wide agreement for 2007-2009 is signed...

  • Page 15
    ... long-term growth 3. The new2 company program: from good to great p. 14 p. 15 p. 16 p. 17 p. 19 p. 22 p. 23 p. 27 p. 28 4. Global leadership in five promising markets 5. Forefront positions worldwide 6. Our customers are our partners 7. A global organization with local roots 8. Human Resources 13

  • Page 16
    ... and gaining significant positions in new businesses with high potential such as energy efficiency, critical power, building automation and security and value-added services. Schneider Electric now has an unrivaled lineup in terms of breadth, synergy and related services. A global leader cannot grow...

  • Page 17
    ... in emerging markets rose from 18% in 2001 to 32% in 2007. Schneider Electric is now the only Group in the world with solutions for energy efficiency (measuring consumption, identifying savings and deploying appropriate solutions), automation (control, monitoring and onsite or remote management) and...

  • Page 18
    ... a share issue as part of an employee stock purchase plan. As part of its commitment to sustainable development, the Group is applying a global program to improve workplace health and safety and promote diversity. Planet and society Improve the Group's social, environmental, societal and corporate...

  • Page 19
    ... for 2007, page 76.) Remote multi-site management of production and electrical distribution infrastructure. The Group's solutions help ensure that installations are available and safe while enhancing energy efficiency and controlling costs. Energy In the Energy market, Schneider Electric offers...

  • Page 20
    ...communication and energy savings. Building automation and centralized building management have developed significantly in response to this global trend. This market covers all types of service, commercial and industrial buildings, including offices, hotels, hospitals, shopping centers, manufacturing...

  • Page 21
    ... of products and IT systems and high value-added services. Schneider Electric's lineup comprises three market-leading global brands (Merlin Gerin, Square D, Telemecanique), powerful regional or national brands (notably for installation systems and control), and benchmark specialist brands. In 2007...

  • Page 22
    ...* Market l Energy & Infrastructure l Industry l Data Centers and Networks l Buildings l Residential Installation systems & control (electrical devices and home automation) Industrial automation & control Medium and low voltage Building automation & security Critical power & cooling services Energy...

  • Page 23
    ..., Schneider Electric is developing customized services to: Optimize energy consumption for greater efficiency (measuring consumption, identifying areas for potential savings, integrating automation devices to monitor and regulate power). Enhance electrical installation reliability and availability...

  • Page 24
    ... and support services, a global e-catalog, downloadable software, and online information and training. To forge close contacts with customers and present the extremely diverse range of solutions offered by Schneider Electric and its partners, the Group organizes private professional trade shows...

  • Page 25
    ..., develops installation design software and sets up training centers. Energy suppliers: customers today and tomorrow There are some 11,000 electric companies around the world. They use Schneider Electric products and services in power generation (electricity for power plant equipment, automation...

  • Page 26
    ... 8 Business Units Building Automation and Security, Critical Power & Cooling Services, Customized Sensors, Industrial Automation and Control, Installation Systems and Control. Power, Renewable Energies, Services and Projects, 5 Corporate Divisions Finance, Globalization & Industry, Human Resources...

  • Page 27
    ... conditioning offering energy savings and greater safety. Inca 3D a conductor modeling software that combines energy efficiency and innovation. Consumer Power Line, a US-based company that helps infrastructure managers reduce electricity demand during peak periods and, when possible, re-sell unused...

  • Page 28
    ... supply chain resources Schneider Electric has more than 211 production sites, of which 45% manufacture for the global market. The other units are located as close as possible to their end markets. Although design or esthetic features may be adapted to meet local requirements, the Group standardizes...

  • Page 29
    ... 2006 and 2007 when many acquisitions were made. Global human resources policies have been designed to support this growth, develop the necessary skills, anticipate changes in the Group's businesses, create an attractive and stimulating working environment and define Schneider Electric's new values...

  • Page 30
    ... targets and in Schneider Electric's performance through profit-linked incentive plans, employee share ownership, stock option programs and bonuses. In the spring of 2007, the Group carried out a share issue open to members of the employee stock purchase plan or entities set up to hold shares on the...

  • Page 31
    ... other technical competencies by creating technology parks in China, the US, France and Japan. Global support centers have also been established in Mexico, India and China to provide the technology parks with additional skills and development capacity at a very competitive cost. The Group's business...

  • Page 32
    ...The Group's human resources strategy is designed to create a motivating working environment. Specific policies have been developed covering international mobility, career development, training and compensation. The Group's expatriates help it prepare the future of its business, build local teams and...

  • Page 33
    ... base. The Group's current credit rating is BBB+. The Group's liabilities and their terms and conditions are described in note 17, pages 135 and 136 below. In line with the Group's overall policy of conservatively managing liquidity risk and protecting its financial position, when negotiating new...

  • Page 34
    ...the Group's products comply with the dominant standards in its host markets, the Group is able to meet most all of its customers' needs. Claims, litigation and other risks In 2001, Schneider Electric made a public offer to purchase Legrand as part of a proposed merger project. When the offer closed...

  • Page 35
    ...the Group has taken out specific cover in response to certain local conditions, regulations or the requirements of certain risks, projects and businesses. In 2007, the Group carried out a major globalization program to: Increase insured values. Harmonize guarantees. Simplify the structure of current...

  • Page 36
    34

  • Page 37
    ... Board meetings in 2007 4 - Committees of the Supervisory Board 5 - Management Board members 6 - Organizational and operating procedures of the Management Board 7 - Declarations concerning the situation of the members of the Supervisory Board and Management Board 8 - Internal control 9 - Management...

  • Page 38
    ... 57 Business address: Weinberg Capital Partners, 40 rue de la Boëtie - 75008 Paris, France 500 Schneider Electric SA shares Supervisory Boards (as of December 31, 2007) First elected: 2005 / Term ends: 2010 Other directorships and functions in French or foreign companies Currently: Vice Chairman...

  • Page 39
    ...Business address: Fédération Française des Assurances, 26 Boulevard Haussmann - 75008 Paris, France 3,176 Schneider Electric SA shares First elected: 1998 / Term ends: 2010 2 Other directorships and functions in French or foreign companies Currently: Member of the Supervisory Board of Schneider...

  • Page 40
    ... France, Galaxy Fund and Galaxy Management Services; Chairman of Sicav Austral; Member of the Supervisory Board of Compagnie Nationale de Rhône (CNR). Noël Forgeard* Age: 61 Business address: 85 Avenue de Wagram, 75017 Paris, France 250 Schneider Electric SA shares First elected: 2005 / Term ends...

  • Page 41
    ...63 Business address: Corporate Perspectives, LLC, 126 East 56th Street, 9th Floor - New York NY 10022 (USA) 250 Schneider Electric SA shares First elected: 2007 / Term ends: 2008 Other directorships and functions in French or foreign companies Currently: Member of the Supervisory Board of Schneider...

  • Page 42
    ... and functions in French or foreign companies Currently: Non-voting Director of Schneider Electric SA; President Global Customer Solutions & Operations and Deputy CEO of SAP AG; Director and Member of the Boards of AXA, SAP America Inc. (USA), SAP Global Marketing Inc. (USA), SAP Asia Pte. Ltd...

  • Page 43
    ... may appoint one or two non-voting members to assist it and/or decide to create Committees of the Board. It draws up internal rules and procedures covering its activities, and decides the allocation of the total attendance fees awarded to the Supervisory Board by the shareholders in General Meeting...

  • Page 44
    ... Management prior to Board meetings. New members attend training and information sessions dealing with the Company's strategy and businesses. Schneider Electric has adopted a code of ethics for Supervisory Board members and employees designed to prevent insider trading. Under the terms of this code...

  • Page 45
    ... Board and issuing opinions on financial, accounting and risk management issues. In line with these terms of reference, it: Prepares the Supervisory Board's review of the annual and interim financial statements presented by the Management Board, in particular by: - Ensuring that accounting policies...

  • Page 46
    ... concerning the AMF's comments on the registration document, the external auditors' audit program and the Group's main internal control rules and procedures. The Audit Committee reported to the Supervisory Board on its activities in 2007 at the Board meetings held on February 20, June 28, July...

  • Page 47
    ... rules and procedures are invalid against claims from third parties. The Management Board met 14 times in 2007. Member of the Management Board Pierre Bouchut Age: 53 Business address: Schneider Electric, 43-45 bd Franklin Roosevelt - 92500 Rueil Malmaison, France 42,289 Schneider Electric SA shares...

  • Page 48
    ... include reviewing the financial statements approved by the Management 8. Internal Control ** In its operations, Schneider Electric faces a number of external and internal risks presented in the description of the Company and its businesses (see pages 28 to 33). The Group has set up procedures and...

  • Page 49
    ..., Customers & Technology, Services & Projects Business Unit and the Executive Vice President, Renewable Energies. The Executive Vice Presidents of the Power, Automation, Critical Power & Cooling Services and Building Automation and Security Business Units. The Executive Vice President, Global Human...

  • Page 50
    ... customer satisfaction, supply chain, IT and purchasing and production localization. Growth achieved by new activities and new products. Employee development (training, occupational health and safety, etc.). new2's priorities correspond to major processes in terms Procedures a) Operating procedures...

  • Page 51
    ... to this team, which is responsible for managing and protecting these intangible assets around the world. The same procedure is followed for trademarks. 2 Financial review meetings The financial position of all Group companies is reviewed once a year by Group Finance & Control - Legal Affairs. The...

  • Page 52
    ... the company joins the Group. Financial guarantees are issued by the Finance & Control - Legal Affairs Department.A consolidated statement of off-balance sheet commitments is produced at six-month intervals by the Corporate Management Control and Accounting unit, which performs analytical reviews to...

  • Page 53
    .... Account closing and verification process a) Consolidating data from operating units The reporting entities produce monthly income statements, which are used to determine the Group's monthly operating profit. The consolidated financial statements are produced 16 working days after the annual or...

  • Page 54
    ... Article L. 225-235 of French Company Law (Code de commerce), on the report prepared by the President of the Supervisory Board of Schneider Electric S.A., on the internal control procedures relating to the preparation and processing of financial and accounting information. This is a free translation...

  • Page 55
    Corporate Governance not include any discount to the Schneider Electric SA share price at the time of grant. Half of the options (performance options) vest only if certain targets are met (organic revenue growth and operating margin). For the annual plan set up in December 2007 for 2008, 30% of the...

  • Page 56
    ... In- Member of the Management Board Pierre Bouchut As Chief Financial officer, Pierre Bouchut has maintained his service contract with Schneider Electric Industries SAS. Based on the recommendation of the Remunerations and Appointments & Corporate Governance Committee, at its meetings on December...

  • Page 57
    ...Cooling Services and Building Automation and Security Business Units. The Executive Vice President, Global Human Resources and the Executive Vice President, Strategic Human Resources and Organization. 2 Compensation In 2007, total gross compensation, including benefits in kind, paid to the members...

  • Page 58
    ... on his appointment to the Management Board as Chairman. The Supervisory Board also authorized the signature of an addendum to his service contract defining the terms under which it will resume or be terminated. This agreement was approved by shareholders at the Annual Meeting of April 26, 2007 (see...

  • Page 59
    ... five days prior to the date of the Meeting. The Management Board may shorten these deadlines up until the date of the Meeting, which may be held at the Company's head office or at any other location indicated in the notice of meeting. holder concerned. If the shareholder holds or represents shares...

  • Page 60
    ... (article 7 paragraph 3 of the bylaws) As approved by the combined Annual and Extraordinary Shareholders' Meetings of June 30, 1988 and May 5, 2000, the Company may at any time request that Euroclear identify holders of bearer shares carrying voting rights either immediately or in the future. 58

  • Page 61
    3 3 2 - Capital General presentation of Schneider Electric SA 1 - General information 3 - Ownership structure 4 - Employee profit-sharing, stock ownership, stock option and stock grant plans 5 - Stock market data 6 - Investor relations p. 60 p. 61 p. 62 p. 62 p. 66 p. 68 59

  • Page 62
    ... Shareholders' Meeting, the Management Board will ask shareholders to renew the authorizations to issue new shares to members of the Employee Stock Purchase Plan and entities set up to purchase shares of the Company under programs to promote employee stock ownership. The authorizations currently...

  • Page 63
    General presentation of Schneider Electric SA Maximum aggregate Number Authorization date/ Used at par value of authorized of shares Authorization December share issues (in millions) expires 31, 2007 I - Issues with pre-emptive subscription rights: shares, warrants and other securities convertible,...

  • Page 64
    ...(profit-based incentive plan and profit sharing). â,¬42 million in 2007 (profit-based incentive plan and profit sharing). who are members of the Employee Stock Purchase Plan have an opportunity to purchase new or existing Schneider Electric SA shares through corporate mutual funds. The last employee...

  • Page 65
    ... Board: A number of shares equivalent to three years of base salary for Jean-Pascal Tricoire and two years of base salary for Pierre Bouchut. The total holding is calculated on the basis of the number of Schneider Electric shares owned plus the share-equivalent of the corporate mutual fund units...

  • Page 66
    ...7,637 Stock option plan details Plan no. Plan date Initial Initial number of number of grantees options Exercise price Vesting conditions (in â,¬) Before After capital capital increase increase 50.73 50.73 50.24 50.24 50% - value creation 1999-2001 100% - 2001 sales, base costs and operating profit...

  • Page 67
    General presentation of Schneider Electric SA Details on outstanding options (January 1 - March 17, 2007) Plan no. Plan date Plan type (1) Expiration date Exercise price (in â,¬) Total number of shares that may be subscribed or purchased (2) 167,550 200,143 358,628 1,048,458 602,346 1,439,900 59...

  • Page 68
    ... ISIN code FR0000121972. It is part of the market's benchmark CAC 40 index of France's largest stocks. Five-year trading summary 2007 Average daily trading volume Euronext Paris - Thousands of shares - Millions of euros High and low share prices (in euros) - High - Low Year-end closing price (in...

  • Page 69
    General presentation of Schneider Electric SA 18-Month Trading Data Year Month Trading volume (in thousands of shares) 15,596 17,821 28,518 30,241 21,376 32,657 26,628 35,842 28,268 27,423 28,954 36,870 32,848 52,425 39,324 38,935 24,522 404,696 48,294 Value (in millions of euros) 1,287...

  • Page 70
    ... (0)1 41 29 71 34 Shareholder documents In addition to the annual report and a summary report entitled "In Brief", the Company also publishes: A Letter to Shareholders General, business and financial information (presentations, press releases). A corporate website (www.schneider-electric.com). 68

  • Page 71
    4 4 Business review 1. 2007 highlights 2. Operating performance 3. Change in financial situation 4. Outlook for 2008 5. Sustainable development p. 70 p. 71 p. 74 p. 76 p. 77 69

  • Page 72
    ... On February 14, 2007, Schneider Electric acquired market leader American Power Conversion (APC), becoming a major player in critical power and cooling. Thanks to the successful integration of APC's and MGE UPS Systems' resources, the Critical Power & Cooling Services Business Unit turned in an...

  • Page 73
    ... market in emerging countries has been buoyed by rising consumer purchasing power fueled by booming exports of goods and services and sharply higher raw material prices. Promoting job opportunities for the disabled On November 9, 2007, Schneider Electric signed a first group-wide agreement for 2007...

  • Page 74
    ... & Cooling Services. By combining APC with its subsidiary MGE-UPS, Schneider Electric has become the global benchmark in this area. On May 25, 2007 the Group signed an agreement to acquire Ritto GmbH & Co KG, a German firm that designs, manufactures and markets door stations and intercom systems for...

  • Page 75
    ....0%. This excellent performance reflects the development of new activities focused on services and energy efficiency. Demand was most vibrant in the Energy & Infrastructure and non-residential buildings markets, lifting sales in Eastern Europe by nearly 30%. In Western Europe, the Group continued to...

  • Page 76
    ... totaled â,¬38 million in 2007. Minority interests mainly correspond to the share of profit attributable to minority shareholders of Feller AG, STIE, Clipsal Asia and a number of Chinese companies. EBITA margin by region To enhance the quality of segment information by region, General Management...

  • Page 77
    ... includes â,¬121 million in provisional goodwill following the acquisition of a 50% interest in Delixi Electric on October 31, 2007. Non-current financial assets Non-current financial assets, primarily equity instruments quoted in an active market and loans and receivables related to investments...

  • Page 78
    ...of the Company and its businesses. Compensation and benefits paid to corporate officers Details on compensation and benefits paid to corporate officers are provided in paragraph 9 of chapter 2 on Corporate Governance. Parent company financial statements Schneider Electric SA posted total portfolio...

  • Page 79
    ...to improve manufacturing processes, promote eco-design and integrate customer concerns in the area of environmental protection by fostering effective product and service solutions. Social issues Our Principles of Responsibility is Schneider Electric's social charter. In it, the Group clearly states...

  • Page 80
    ...for training and raising awareness about sustainable development. It defines strategic avenues for improvement. It informs stakeholders of the Group's results and performance. Information on the Barometer is available at: www.barometer.schneider-electric.com corporate department, the Business Units...

  • Page 81
    ... per production site employee by 10% (in MWh/year) Community Donate â,¬1 million worth of Schneider Electric equipment Ensure that 90% of our sites have a lasting commitment with the Schneider Electric Foundations in the area of youth opportunities Corporate governance Make 60% of total purchases...

  • Page 82
    ... Health/safety Reduce the number of lost days from work accidents by 20% per employee and per year. 2005 Rating 5.6/10 2006 8.6/10 2007 9.12/10 A responsible corporate citizen In devising its strategy, Schneider Electric constantly includes improvement targets for business, social and environmental...

  • Page 83
    ...-looking career and skills management strategy. Raise in-house awareness with a national campaign (2007-2008). Brazil: A dedicated program was created for disabled jobseekers and disabled Schneider Electric team members that called for raising awareness and training employees, identifying positions...

  • Page 84
    ...Group. The program will continue in 2008. (See page 27 Human Resources). Workforce Total workforce 2005 Average workforce* 2006 2007 88,670 100,078 119,340 96,529 114,984 46,135 53,943 52,360 66,980 Fixed-term and open-ended contracts 84,819 Average production staff Average nonproduction staff New...

  • Page 85
    ...NA 15.7% 8.3% 10.2% 2007 4% 16.9% 2.2% 16.3% 7.1% 12% New hires Type of contract (percent) Marketing Sales Services* Support Technical Production 2005 65.2% 34.8% 2006 68% 32% 2007 63% 37% Open-ended Fixed-term Direct variable costs - employees linked directly to production of range core and...

  • Page 86
    .... France : Schneider Electric has taken active measures to manage the social aspects of industrial restructuring since signing an agreement in 2006 with government authorities to help re-invigorate affected employment pools. In Barentin, a job-creation target of 77 jobs was set. By end-2007, 93 jobs...

  • Page 87
    ... French team members have benefited from variable compensation representing up to 9% of the total (depending on the Group's financial results) through profit-based incentive or profit sharing programs. Average cost per employee 2005 2006 2007 Group works council, France This council, which supports...

  • Page 88
    ... occupational health management system in line with the main international standards (ILO OSH and OHSAS). The units may decide to apply for certification if they wish. In 2007, 15% of the Group's sites were involved in this process. - Good practices: To share good practices, the Group promotes local...

  • Page 89
    ... develop the Group's talents. Schneider Electric University plays a major role in this area. Two new institutes were created in 2007 dedicated to Finance & Control and Human Resources, with the goal of deploying shared resources for these horizontal functions. In all, 1,837 team members representing...

  • Page 90
    ... human rights abuses). Training for purchasing teams As part of the program to internationalize the purchasing function, the Group continued measures initiated in 2006 to recruit and develop skills in emerging markets during the year, primarily in Asia and Eastern Europe. Training new team members...

  • Page 91
    ...all of the Group's host countries. The most ambitious projects combine financial and human resources with a link to Schneider Electric's businesses. Share energy by: Transmitting know how to promote access to energy. In Benin, the Foundation has helped electrify several villages and install outdoor...

  • Page 92
    ... a total audience of more than 10,000. French environmental summit In 2007, France organized a national environmental summit that brought together all stakeholders to address today's environmental challenges. Schneider Electric was involved in discussions on promoting energy efficiency. Long-term...

  • Page 93
    ... the Commission's work on environmental issues. Over the past ten years, Schneider Electric has supported employee projects in France to create businesses or buy going concerns through Schneider Initiatives Emploi (SIE)-a dedicated structure that allows the Group to address its mobility, employment...

  • Page 94
    ... 2007. Environmental performance Schneider Electric fully assumes its environmental responsibility in its businesses by participating in the definition of new regulations and applying them early, by making sites more energy efficient, by promoting eco-design, and by raising employees' and partners...

  • Page 95
    Business review ISO 14001 certification (number of industrial and logistics sites) Total Dec. 31, 2006 Target for end-2007 New certifications at end-2007 Dec. 31, 2007 192* 62 25 211** *Including 5 site closures or consolidations in 2006. **Including 6 site closures or consolidations in 2007. 4 ...

  • Page 96
    ... accounting, manufacturing and the Group's environmental managers was required to obtain the final results. Supply chain In 2007, Schneider Electric's units focused on streamlining the supply chain, a clear source of carbon emissions. To address this issue: A dedicated global corporate team was set...

  • Page 97
    ...measures, the site has reduced its electricity consumption by 27%, water use by 9% and total infrastructure costs by 16%. India: The Hyderabad plant inaugurated on October 3, 2007 manufactures circuit breakers, contactors, pushbuttons and indicator lights. A number of simple energy saving principles...

  • Page 98
    ... be effective. That's why the Group informs customers about its products' environmental impact and content and provides Product Environmental Profiles (PEPs) to assist them with disassembly. In Europe, Schneider Electric offers a service to take back end-of-life products. Subsidiary MGE UPS Systems...

  • Page 99
    ... programs have been set up to ensure compliance and meet customer needs. Environmental management organization and training Organization The organization comprises: A corporate Environmental Affairs department. A skills network. - Sites: environmental managers in all countries and operating...

  • Page 100
    ... Schneider Electric is included in a number of Bank Sarasin's ethical investment funds. The Switzerland-based bank rates companies both for its own purposes and for its customers, mainly pension funds. www.sarasin.com > To find out more: www.schneider-electric.com (> group > sustainable development...

  • Page 101
    ... Human resources and safety indicators are consolidated at the worldwide level for all companies that are fully consolidated in the Group's financial statements. As concerns environmental data, all units certified to ISO 14001 must report. Production and logistics sites with 20 or more employees...

  • Page 102
    ... Schneider Electric, we have performed a limited review on the 17 environmental, safety and human resources indicators for the financial year 2007 identified by the symbol in the annual report (the "Indicators"). These Indicators were prepared under the responsibility of the Sustainable Development...

  • Page 103
    ... 5 Consolidated financial statements at Dec. 31, 2007 1 - Consolidated statement of income 2 - Consolidated statement of cash flows 3 - Consolidated balance sheet 4 - Consolidated statement of changes in equity and minority interests 5 - Notes to the consolidated financial statements 6 - Report of...

  • Page 104
    ... of purchase accounting intangibles). Effective January 1, 2007, the Group adopted a new presentation for operating performance that separates out amortization and impairment of intangible assets recognized in business combinations. The 2006 data has been adjusted to allow meaningful comparison...

  • Page 105
    ... in long-term pension assets Sub-total Total II III - Cash flows from financing activities: Issuance of long-term debt Repayment of long-term debt Sale/(purchase) of treasury shares Increase/(reduction) in other financial debt Issuance of shares Dividends paid: Schneider Electric SA (1) Minority...

  • Page 106
    ...plant and equipment, net Total tangible and intangible assets Investments in associates Available-for-sale financial assets Other financial assets Total non current financial assets Deferred taxes Total non-current assets Current assets Inventories and work in process Trade accounts receivable Other...

  • Page 107
    ...-term debt Total non-current financial liabilities Deferred tax liabilities Other non-current liabilities Total non-current liabilities Current liabilities Trade accounts payable Accrued taxes and payroll costs Short-term provisions Other current liabilities Short-term debt Total current liabilities...

  • Page 108
    ... due to the effect of the capital gain on own shares. (2) Of which â,¬12 million in connection with the employee share purchase plan and â,¬6.0 million from reclassification of capital gains on own shares. The accompanying notes are an integral part of the consolidated financial statements. 106

  • Page 109
    ...The consolidated financial statements for the year ended December 31, 2007 were approved by the Management Board of Schneider Electric on February 15, 2008 and reviewed by the Supervisory Board on February 19, 2008. They will be submitted to shareholders for approval at the Annual General Meeting of...

  • Page 110
    ...technology, which generally 1.7 - Foreign currency transactions Foreign currency transactions are recorded using the official exchange rate in effect at the date the transaction is recorded or the hedging rate. At year-end, foreign currency payables and receivables are translated into the reporting...

  • Page 111
    ... in available-for-sale financial assets. They are initially recorded at cost and subsequently measured at fair value, when fair value can be reliably determined. The fair value of equity instruments quoted in an active market corresponds to the quoted price on the balance sheet date. In cases where...

  • Page 112
    ... in production and product and range maintenance costs). 1.17 - Treasury stock Schneider Electric shares held by the parent company or by fully consolidated companies are measured at cost and deducted from equity. They are held at their acquisition price until sold. Gains and losses on the sale of...

  • Page 113
    ... is recorded corresponding to the amount of the remeasured benefit at the closing date. As part of its commitment to employee share ownership, Schneider Electric gave its employees the opportunity to purchase shares at a discount stock price during the year (note 14.5). 1.21 - Financial liabilities...

  • Page 114
    ...Revenue recognition The Group's revenues primarily include merchandise sales and revenues from service and project contracts. Merchandise sales Revenue from sales is recognized when the product is shipped and title transferred (standard shipping terms are FOB). Discounts offered to distributors are...

  • Page 115
    Consolidated financial statements at December 31, 2007 Statement of income Statement of income new presentation as reported Full year 2006 Full year 2006 Revenue Cost of sales Gross profit Research and development expenses Selling, general and administrative expenses Other operating income and ...

  • Page 116
    ... cost allocation are provided in note 4. On October 10, 2007, Schneider Electric finalized the acquisition of the entire capital of RBF Technologies Pty Ltd, a leading manufacturer of industrial motor control centers in South Africa. On October 31 2007, the Group acquired all outstanding shares...

  • Page 117
    ...as if the business combination between Schneider Electric and APC had taken place as of January 1, 2007. Unaudited combined income statement data for the period ended December 31, 2007: 2007 Schneider Electric excluding APC APC (12 months) unaudited Revenue Gross profit EBITA Operating profit 15,572...

  • Page 118
    ...by company and the Cash Generating Unit (CGU) to which it is allocated: Year of acquisition APC Square D Company Groupe Lexel Telemecanique TAC / Andover / Abacus / Applied Control Tech. / Yamas Pelco MGE ABS IBS Juno Lighting Inc. Clipsal BEI Technologies Crouzet Automatismes Power Measurement Inc...

  • Page 119
    ...) for customer lists. The Group has a period of 12 months from the acquisition date to finalize the purchase accounting. Details of the acquired assets and liabilities are provided in note 3.1. Other changes On October 31, 2007, the Group finalized the divestment of MGE UPS's small systems (less...

  • Page 120
    ... (90.7) (770.8) The amounts reported in the above table for 2007 acquisitions correspond to Pelco, APC and Merten trademarks and other intangible assets, consisting primarily of patents and customer lists (notes 4.2 and 5.2). As of December 31, 2007, costs totaling â,¬56.1 million were capitalized...

  • Page 121
    ..., 2007, the Group finalized the divestment of MGE UPS's small systems (less than 10 kVA) to Eaton Corp. leading to the recognition of a â,¬100 million impairment loss on the MGE UPS trademark. Note 6 - Property, plant and equipment 6.1 - Change in property, plant and equipment Land Gross value Dec...

  • Page 122
    ... more Total rental commitments Discounting effect Discounted minimum payments Note 7 - Investments in associates Investments in associates can be analyzed as follows: % interest at Dec. 31 2007 Delta Dore Finance Delixi Electric Other Total 20.0 % 50.0 % NA 2006 20.0 % NA - Share in net assets at...

  • Page 123
    ... were acquired under the mechanism for exchanging Schneider Electric shares for Legrand shares set up when Schneider Electric sold Legrand in 2002, were sold back to Legrand SAS in January 2007. 8.2 - Other non-current financial assets Dec. 31, 2007 Cost Restricted cash on Clipsal acquisition (note...

  • Page 124
    ... financial assets Dec. 31, 2007 Dec. 31, 2006 Short-term investments Pension assets Total current financial assets 51.9 32.0 83.9 48.2 25.3 Note 10 - Trade accounts receivable Dec. 31, 2007 Dec. 31, 2006 Accounts receivable 73.5 Notes receivable Advances to suppliers Accounts receivable at cost...

  • Page 125
    ...Group entities file consolidated tax returns. Schneider Electric SA files a consolidated tax return with its French subsidiaries held directly or indirectly through Schneider Electric Industries SAS. 5 12.1 - Analysis of income tax expense for the year 2007 Current taxes France International Total...

  • Page 126
    ...and accounting depreciation Trademarks and other intangible assets Capitalized development costs (R&D) Liabilities on fair value adjustments to financial instruments and other items recognized in equity Other deferred tax liabilities Deferred tax assets set off against deferred tax liabilities Total...

  • Page 127
    ... 31, 2007 Schneider Electric's capital management strategy is designed to ensure liquidity, optimize the financial structure and the weighted average cost of capital, and ensure access to capital markets under the best possible conditions. Decisions may be based on Earnings Per Share, rating or...

  • Page 128
    ... year-end), not including profit for the year. 14.5 - Share-based payment Current stock option plans and stock grants The Board of Directors of Schneider Electric SA and later the Management Board have set up stock option and stock grant plans for senior executives and certain employees. The main...

  • Page 129
    Consolidated financial statements at December 31, 2007 Stock grants Plan no. 1 2 3 4 Total Date of Board Meeting Dec 21, 06 Apr 23, 07 Dec 19, 07 Dec 19, 07 Vesting date Dec 21, 09 Apr 23, 10 Dec 19, 10 Dec 19, 11 End of lock-up period Dec 21, 11 Apr 23, 12 Dec 19, 12 Dec 19, 11 Number of shares ...

  • Page 130
    ... be an employee or corporate officer of the Group. In addition, exercise of half the options is conditional on the achievement of annual objectives based on revenue and operating / EBITA margin. In 2007, 1,820,222 new Schneider Electric SA shares were issued on the exercise of currently vested stock...

  • Page 131
    ...company set up a liquidity contract under which the financial intermediary bought 4,335,408 shares at an average price of â,¬95.79 and sold 4,335,408 shares at an average price of â,¬96.07. At December 31, 2007, the Group held 6,345,057 Schneider Electric shares in treasury stock, acquired at a cost...

  • Page 132
    ... 2007. The discount rate is generally determined on the basis of the interest rate for investment-grade corporate bonds or government bonds. The expected return on plan assets is determined on the basis of the weighted average expected return and the total asset value. Payments made under defined...

  • Page 133
    ... of asset ceiling in 2007. 15.2 - Provisions for pensions and termination benefit obligations Annual changes in obligations, the market value of plan assets and the corresponding assets and provisions recognized in the consolidated financial statements can be analyzed as follows: Dec. 31, 2007 Dec...

  • Page 134
    ... differences between the actual and expected return on assets in the United States, Canada and the United Kingdom. Dec. 31, 2007 Dec. 31, 2006 o/w US plans 5. Funded status Projected benefit obligation Fair value of plan assets Effect of the asset ceiling (1,958.1) 1,401.7 (9.4) 0.8 (565.0) o/w US...

  • Page 135
    ... and long-term benefits were as follows: Dec. 31, 2007 1. Components of net cost recognized in the statement of income Service cost Interest cost (impact of discounting) Expected return on plan assets Past service cost Curtailments and settlements Net cost recognized in the statement of income...

  • Page 136
    ... are primarily set aside to cover potential reclamation costs. No new risks were identified during site reviews in 2007. (e) Restructuring New provisions were set aside during the year to cover the costs of restructuring plans in Europe and the United States (note 25). (b) Customer risks These...

  • Page 137
    ....9 Total 6,186.7 * 2012 and beyond. 17.3 - Ordinary bonds Dec. 31, 2007 Schneider Electric SA 2007 Schneider Electric SA 2008 Schneider Electric SA 2009 Schneider Electric SA 2010 Schneider Electric SA 2011 Schneider Electric SA 2014 Schneider Electric SA 2015 Schneider Electric SA 2017 Total 749...

  • Page 138
    ... 3-month rate + 0.20%, due July 18, 2011. Also on July 17, 2006, Schneider Electric issued â,¬500 million worth of 4.5% bonds due January 17, 2014. These bonds are traded on the Luxembourg stock exchange. On August 11, 2005, Schneider Electric SA issued â,¬1,500 million worth of bonds as part of...

  • Page 139
    ...of â,¬53 million at end-2007. During the year, the Schneider Electric and Capgemini entered into discussions to adjust the contract with a view to continuously improving quality and cost effectiveness for both parties. It was decided that part of the operations currently managed by Capgemini will be...

  • Page 140
    ... - Carrying amount and fair value of financial instruments other than derivatives Dec. 31, 2007 Notional amount (1) Available-for-sale financial assets Other non-current financial assets Marketable securities Bonds Other short and long-term debt Financial instruments excluding derivatives 322.5 124...

  • Page 141
    ..., 2007 Carrying Fair value value Breakdown by category Available-for- Loans and Financial Derivative sale financial receivables liabilities at instruments assets (AFS) (LAR) amortized cost (FLAC) ASSETS Non-current assets Available-for-sale financial assets Other non-current financial assets Total...

  • Page 142
    ... Including a â,¬93 million of asset and a â,¬52 million of investment in the SAP core model. The second level of segment information is broken down according to the Group's three main businesses. Revenue Electrical Distribution Automation & Control Critical Power Holding 2007 9,869 4,937 2,503 17...

  • Page 143
    ... Power business in Europe and the United States, for â,¬22 million, and reorganization of the Building Automation business in the United States, for â,¬10 million. The Group realized a capital gain on the divestment of MGE UPS's small systems in an amount of â,¬60 million (after taking into account...

  • Page 144
    ... expense 2007 Payroll costs (1) Profit-sharing and incentive bonuses Stock options WESOP Total employee benefits expense (4,505.7) (78.7) (24.3) (12.0) (4,620.7) 2006 (3,796.7) (78.4) (20.8) (3,895.9) Note 28 - Subsequent events On January 11, 2008, the Group signed an agreement to acquire US-based...

  • Page 145
    ... Positec GmbH DRIVEScom Internet Business Services Merten GmbH & Co. KG MGE UPS Systems Vertriebs GmbH Sarel Vertriebs GmbH Schneider Electric Austria GmbH Schneider Electric Power Drives Gmbh STI Power Drives GmbH Cofibel Cofimines Crouzet SA OVA Bargellini International SA Sarel Belgique Germany...

  • Page 146
    ...SA Schneider Electric Services International UPS Systems MGE B.V. Schneider Electric Bulgaria Schneider Electric d.o.o APC Danemark ApS Elmat ApS JO-EL Electric A/S Schneider Electric Denmark A/S Schneider Nordic Baltic A/S Tac A/S AEM SA APC Spain S.L. EFI Electronics Europe SL Himel SA Mesa SA MGE...

  • Page 147
    ...Scanelec Schneider Automation Schneider Electric Foncière Schneider Electric France Schneider Electric Holding Europe Schneider Electric Holding Amérique du Nord Schneider Electric Industries SAS Schneider Electric International Schneider Electric SA (Parent company) Schneider Electric Telecontrol...

  • Page 148
    ... Forged Products Ltd Tower Manufacturing Ltd Walker Mainstay Ltd Yorkshire Switchgear Group Ltd MGE UPS Systems Hellas Abe Schneider Electric AE Advance Power Elektronikai KFT BEI Automative Hungary Manufacturing Inc Merlin Gerin Zala Prodax Elektromos Schneider Electric Hungaria Villamassagi RT APC...

  • Page 149
    ..., 2007 Dec. 31, 2006 SGBT European Major Investments SA Sté industrielle de réassurance (SIRR) ELKO A/S ESMI A/S Lexel Holding Norway AS Merten Norge AS MGE UPS Systemer AS Schneider Electric Norge A/S TAC Control Systems AS APC Benelux B.V. APC Corporation (A.P.C.) B.V. APC Europe BV APC Holdings...

  • Page 150
    ... Pacifico SA de CV MGE Systems Mexico SA de CV Schneider Electric Mexico SA de CV Square D Company Mexico SA de CV APC Uruguay S.A. A.B.L. Electronics Corporation Abacus APC America Inc. APC Corporation APC DC Network Solutions Inc. APC Holdings Inc. APC Sales & Service Corp. BEI Export Sales Co...

  • Page 151
    ... USA Corp. Schneider Automation Inc. Schneider Electric Relays LLC Schneider Investment Holding Inc. Sitek Inc SNA Holdings Inc. Square D Company Square D Holdings One. Inc. Square D Investment Company Square D Receivables, LLC ST Inverter Americas Inc Systems Enhancement Corporation TAC Americas...

  • Page 152
    ...Supply Co., Ltd. APC (Xiamen) Power Infrastructure Co., Ltd. APC International Trade (Shanghai) Co. Ltd. Beijing Merlin Great Wall Computer Room Equipment & Engineering Citect Controls Systems (Shanghai) Ltd Clipsal China Company Limited Custom Sensors & Technologies Asia (Shangai) Ltd East Electric...

  • Page 153
    ... Systems India PVT. LTD MGE Indonésie P.T Mega Gelar Elektronil Ometraco PT Bowden Industries Indonesia PT Merten Intec Indonesia PT Schneider Electric Indonesia Pt Schneider Electric Manufacturing Batam APC Japan, Inc. Digital Electronics Corporation Schneider Electric Japan Holdings Ltd Schneider...

  • Page 154
    ... Ltd Schneider Electric New Zealand Holdings Ltd Clipsal Philippines MGE UPS Philippines Inc. Schneider Electric (Philippines) Inc. APC Singapore Pte Ltd Citect Pte Clipsal Datacomms (S) PTE Ltd Clipsal Integrated Systems Pte Ltd Clipsal International PTE Ltd Clipsal Singapore Technology Pte...

  • Page 155
    ... Company Ltd Standard Holdings Ltd APC Brasil Ltda. Atos Automacao Industrial Ltda CDI Power - Sistemas De Automacao Ltda Crouzet Do Brazil MGE UPS Systems Do Brasil Ltda Schneider Electric Brasil LTDA Schneider Electric Chile SA Schneider de Colombia SA Schneider Centroamerica SA Schneider Electric...

  • Page 156
    ...and professional auditing standards applicable in France. To the Shareholders, Following our appointment as Statutory Auditors by your Annual Shareholders' Meeting, we have audited the accompanying consolidated financial statements of Schneider Electric S.A. for the year ended December 31, 2007. The...

  • Page 157
    ...Company financial statements at Dec. 31, 2007 1 - Balance sheet 2 - Statement of income 3 - Notes to the financial statements of Schneider Electric SA 4 - Auditors' report on the financial statements 5 - List of securities at December 31, 2007 6 - Subsidiaries and affiliates 7 - Five-year financial...

  • Page 158
    1. Balance sheet Assets Non-current assets: (â,¬ thousands) Cost Depreciation Dec. 31, 2007 amortization and provisions Net Dec. 31, 2006 Net Dec. 31, 2005 Net Intangible assets Intangible rights (note 1a) 27,474 (27,474) 0 - Property, plant and equipment Land Buildings Other (note 1b) 3,...

  • Page 159
    ...Accounts payable - trade Accrued taxes and payroll costs Other liabilities 86 4,007 4,693 8,786 Total non-current and current liabilities Deferred income Translation gains 5,207,098 (note 11) 1,313 6,408 Total liabilities and shareholders' equity The notes form an integral part of these financial...

  • Page 160
    ... Other Non-recurring income Carrying value of fixed asset disposals Provisions, depreciation and amortization Other Non-recurring expenses Net non-recurring income/(expense) Net income tax benefit Net income The notes form an integral part of these financial statements. (note 14) 152,171 52...

  • Page 161
    ...acquired investments, account is also taken of the acquired business goodwill. For listed investments, value in use is also based on the average stock price over the last month. Unrealized gains on investments are not recognized. Significant events of the year In January 2007, Schneider Electric SA...

  • Page 162
    ... in treasury stock" correspond to share purchases and sales by the contract manager. At December 31, 2007, 1,275,554 Schneider Electric SA shares were recorded under "Other investment securities" at a total cost of â,¬67.5 million, of which 120,000 shares assigned to the liquidity contract in an...

  • Page 163
    ... other members of the French tax group compared with â,¬129.4 million at end-2006, primarily corresponding to group relief for 2007 (see note 16). 6 Note 4: Marketable securities Dec. 31, 2006 Number Value of shares Plan 16 Plan 24 Plan 26 Plan 27 Plan 28 Plan 29 Total Schneider Electric SA shares...

  • Page 164
    ... by shareholders at the Annual Meeting of May 3, 2006 and renewed at the Annual Meeting of April 26, 2007. At December 31, 2007, 120,000 Schneider Electric SA shares were held under this contract (see note 2b). The total number of shares held in treasury at year-end came to 4,068,200, with a cost of...

  • Page 165
    ... SA 2011 Schneider Electric SA 2014 Schneider Electric SA 2009 Schneider Electric SA 2015 450,000 750,000 900,000 600,000 500,000 500,000 3,700,000 Dec. 31, 2007 750,000 900,000 600,000 500,000 500,000 110,000 600,000 3,960,000 on the Luxembourg stock exchange. The issue premium and issue costs...

  • Page 166
    ... at end- Note 12: Maturities of receivables and payables Total Non-current assets Advances to subsidiaries and affiliates Other investments Current assets Accounts receivable - trade Other receivables Marketable securities Prepaid expenses Debt Bonds Bank loans Other borrowings Amounts payable to...

  • Page 167
    ... loss carryforwards available to the Company in this capacity totaled â,¬14.9 million at December 31, 2007. 18a - Number of employees At December 31, 2007, the Company had two employees. 18b - Consolidated financial statements Schneider Electric SA is the parent company of the Group and therefore...

  • Page 168
    ...first part of this report. To the shareholders of Schneider Electric SA, In compliance with the assignment entrusted to us by your shareholders' Annual General Meeting, we hereby report to you, for the year ended December 31, 2007, on: The audit of the accompanying financial statements of Schneider...

  • Page 169
    ... financial statements at December 31, 2007 5. List of securities at December 31, 2007 (â,¬ thousands) Number of shares Company Carrying value A. Investments with a carrying value of more than â,¬15,000 56,019,611 9,796,300 44,271 251 1,300 5,000 1,275,554 Schneider Electric Industries SAS...

  • Page 170
    ... (â,¬ thousands) Company Capital Reserves and retained earnings before appropriation of income for the year* % interest I. Subsidiaries and affiliates whose carrying value exceeds 1% of Schneider Electric SA's capital A. Subsidiaries (at least 50%-owned) Schneider Electric Industries SAS 89...

  • Page 171
    Company financial statements at December 31, 2007 Book value of shares Cost Net Outstanding loans and advances Guarantees Net sales for the year Income or loss for the year Dividends received 4,344,481 4,344,481 3,139,442 - 3,267,128 Holding company Holding company 442,698 - 136,898 ...

  • Page 172
    ... at december 31 Capital stock (in thousands of euros) Shares in issue Convertible bonds in issue (in thousands) Maximum number of shares to be created (in thousands) : - Through conversion of bonds - Through exercise of rights Results of operations (in thousands of euros) Sales net of VAT Investment...

  • Page 173
    7 Annual and Extraordinary Shareholders' Meeting of April 21, 2008 1 - Management Board's report to the Annual and Extraordinary Shareholders' Meeting 2 - Auditors' special reports 3 - Resolutions p. 172 p. 177 p. 180 7 171

  • Page 174
    .... Measures decided by the Supervisory Board at its meeting on May 3, 2006 to ensure that Jean-Pascal Tricoire would continue to be entitled to all the pension and other benefits provided for in his service contract with Schneider Electric Industries S.A.S., which was suspended on his appointment to...

  • Page 175
    ... 11-c of Schneider Electric SA's bylaws, when more than 3% of the issued capital is held by employee shareholders at the end of a fiscal year, the Supervisory Board must include a representative of employee shareholders among its members. This member is elected by shareholders in Annual Meeting from...

  • Page 176
    ... 26, 2007 authorized the Management Board to issue shares to employees who are members of an Employee Stock Purchase Plan. In addition, the Meetings authorized the Management Board to issue shares to entities set up to purchase shares of the Company under programs to promote employee stock ownership...

  • Page 177
    ... shares to employees who are members of the Employee Stock Purchase Plan. At the discretion of the Management Board, the issue price will be equal to either (i) the closing price of the Company's shares quoted on the trading day preceding the decision of the Management Board setting the issue price...

  • Page 178
    ...Company to buy back shares on the open market. The liquidity contract is still in effect. Details of the share buyback program submitted for approval at the Annual and Extraordinary Shareholders' Meeting of April 21, 2008 are as follows: Number of shares and percentage of share capital held directly...

  • Page 179
    ...-shareholdings between the two groups. Each group also holds a call option that may be exercised in the event of hostile takeover. Addendum to Jean-Pascal Tricoire's service contract with Schneider Electric Industries SAS The purpose of this new addendum, in accordance with the provisions of France...

  • Page 180
    ... Schneider Electric SA and pursuant to Article L.225-135 et seq. of the Commercial Code, we present below our report on the proposal to authorize the Management Board to issue shares, share equivalents or debt securities, on one or several occasions, to employees who are members of an Employee Stock...

  • Page 181
    ...in this report. We performed our work in accordance with French professional standards. Those standards require that we perform procedures to check the content of the report drawn up by the competent management body concerning this operation and the method used to determine the share issue price. We...

  • Page 182
    ... term, as a member of the Supervisory Board for a period of four years, expiring at the close of the Annual Shareholders' Meeting to be called in 2012 to approve the 2011 financial statements. Seventh resolution (Re-election of Jérôme Gallot as a member of the Supervisory Board) The General...

  • Page 183
    ..., whose term has expired, for a period of four years, expiring at the close of the Annual Shareholders' Meeting to be called in 2012 to approve the 2011 financial statements. Tenth resolution (Ratification of G. Richard Thoman's appointment as a member of the Supervisory Board) The General Meeting...

  • Page 184
    ... having heard the report of the Management Board, resolves to amend article 23 of the Company's bylaws concerning attendance and voting procedures at shareholders' meetings in line with new regulations in the French Commercial Code. Consequently, paragraphs 3 to 5 of article 23, currently written as...

  • Page 185
    ...opening prices quoted for Schneider Electric shares on Euronext Paris over the twenty trading days preceding the date on which the decision is made to launch the employee share issue. However, the General Meeting specifically authorizes the Management Board to reduce the above discount, within legal...

  • Page 186
    ... bank subsidiaries mandated by the Company to set up a stock purchase plan or savings plan for employees and officers of companies belonging to the Schneider Electric Group where such a system would allow employees of subsidiaries outside France to benefit from stock purchase plans and savings plans...

  • Page 187
    ... at the end of their engagement affirming that they have read the whole of the registration document and examined the information about the financial position and the historical accounts contained therein. 7 Rueil-Malmaison, March 17, 2008 Chairman of the Management Board and CEO Jean-Pascal...

  • Page 188
    186

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  • Page 190
    Schneider Electric SA Headquarters 43-45, boulevard Franklin-Roosevelt F-92500 Rueil-Malmaison Cedex (France) Tel. : +33 (0) 1 41 29 70 00 Fax : +33 (0) 1 41 29 71 00 www.schneider-electric.com Incorporated in France, governed by a Management Board and Supervisory Board, with issued capital of â,¬...