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2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC230

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING

8AUDITORS’ SPECIAL REPORTS

To the Shareholders,

In our capacity as Statutory Auditors of Schneider Electric SA and

pursuant to articlesL. 225-135 et seq. and L.228-92 et seq. of the

French Commercial Code, we present our report on the proposal

to authorise the Management Board to issue shares or share

equivalents, on one or several occasions, to employees who are

members of an Employee Stock Purchase Plan set up by French or

foreign related companies, with cancellation of shareholders’ pre-

emptive subscription right. The maximum nominal amount by which

the capital may be increased may not exceed 2% of the issued

capital as of the date on which this authorisation is used.

The maximum discount at which shares may be offered is set

at 20% of the average of the opening or closing prices quoted

for Schneider Electric shares over the twenty trading sessions

preceding the date on which the decision is made to launch the

employee share issue. The amount of any capital increase carried

out under this authorisation would be deducted from the aggregate

amount by which the capital may be increased under the tenth and

eleventh resolutions of the General Meeting of April23, 2009.

These authorizations are submitted for your approval in accordance

with article L. 225-129-6 of the French Commercial Code and

articlesL. 3332-18 through L.3332-24 of the French labour Code.

You are asked to authorise the Management Board, on the basis

described in its report, to increase the Company’s issued share

capital directly or through a representative on one or several

occasions by issuing the securities described above without

pre-emptive subscription rights, for a period of 26months. If the

resolution is adopted, the Management Board will set the terms and

conditions of the share issue.

The Management Board is responsible for reporting to shareholders

on the proposed share issues in accordance with articlesR.225-

113, R.225-114 and R.225-117 of the French Commercial Code.

Our responsibility is to express an opinion on the fairness of ﬁ gures

taken from the ﬁ nancial statements, on the proposal to cancel

shareholders’ pre-emptive subscription right, and on certain other

information included in this report.

We performed the procedures we deemed necessary to conduct

this mission in accordance with the professional guidelines of the

French Institute of Statutory Auditors (CNCC). Those standards

require that we perform procedures to check the content of the

report drawn up by the competent management body concerning

these transactions and the methods used to determine the share

issue price.

We have no matters to report concerning the method for

determining the issue price as described in the Management

Board report, contingent upon our ﬁ nal review of the terms of the

proposed capital increase.

Since the issue price has not yet been set, we cannot formulate an

opinion on the ﬁ nal conditions under which the share issue will be

carried out, and consequently have no opinion on the proposal to

cancel shareholders’ pre-emptive subscription right,

Should this resolution be approved and as required by a rticleR.225-

116 of the French Commercial Code, we will prepare an additional

report at the time the capital increase(s) is (are) carried out by the

Management Board.

Courbevoie and Neuilly-sur-Seine, February25, 2010

The Statutory Auditors

Ernst & Young et Autres Mazars

Yvon SALAÜN Pierre SARDET

Auditors’ report on the proposed employee share issue with cancellation

ofshareholders’ pre-emptive subscription right

Auditors’ report on the proposal to issue shares to employees of foreign

companies in the Group with cancellation of shareholders’ pre-emptive

subscription right

To the Shareholders,

In our capacity as Statutory Auditors of Schneider Electric SA and

pursuant to articlesL. 225-135 et seq. and L.228-92 et seq. of the

French Commercial Code, we present below our report on the

proposal to authorise the Management Board to issue shares or

share equivalents, on one or several occasions, to employees of the

foreign companies in the Group, with cancellation of shareholders’

pre-emptive subscription right. The maximum nominal amount by

which the capital may be increased may not exceed 1% of the

issued capital as of the date on which this authorisation is used.

The Management Board may apply a maximum discount of 20%

to the quoted price of Schneider Electric shares. The amount of

any capital increase carried out under this authorisation would be

deducted from the aggregate amount by which the capital may be

increased under the eleventh resolution of the General Meeting of

April23, 2009 and the eighteenth resolution tabled at this Meeting.

The share issues would be restricted to employees of the foreign

companies in the Group as described in the nineteenth resolution.