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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
    ... presentation of Schneider Electric SA 1 - General information 2 - Capital 3 - Ownership structure 4 - Employee profit-sharing, stock ownership, stock option and stock grant plans 5 - Stock market data 6 - Investor relations 00 00 00 00 00 00 7 Annual and Extraordinary Shareholders' Meeting of...

  • Page 4
    2

  • Page 5
    ... UPS Systems so that our customers could benefit from their synergistic APC gives you a major entry into cooling and air conditioning. Temperature control in an intrinsic part of our business. For many years now, we've offered leading-edge temperature control systems for our target markets-industry...

  • 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
    ... ensuring universal access to electricity, 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...

  • Page 8
    ... 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 Unit Jean-François Pilliard Executive Vice President Strategic Human Resources...

  • Page 9
    ... of the Supervisory Board Alain Burq Member of the Supervisory Board of the "Schneider Actionnariat" corporate mutual fund Noël Forgeard* Corporate Director Jérôme Gallot* Chairman of CDC Entreprises Willy R. Kissling* Corporate Director Cathy Kopp* Human Resources General Manager, Accor Ren...

  • Page 10
    ... 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 year's acquisitions...

  • Page 11
    ... year for 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...

  • Page 12
    ... 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. the CAC 40 index over 5 years...

  • Page 13
    ... venture with Delixi Group that will manufacture, market and distribute low-voltage products in China and then expand its specific business model to other countries (October 18, 2007). New R&D center for Critical Power & Cooling Services New technological center opened in St Louis, Missouri (USA...

  • Page 14
    ... as Executive Vice President Global Human Resources (July 2, 2007). Responsible corporate citizen Putting energy at the center of corporate social responsibility The Schneider Electric Foundation makes energy an integral part of its corporate social responsibility by focusing on two key avenues...

  • 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
    ... Inverter (STI) to develop, manufacture and market both partners' industrial speed drives. STI now leads the global industrial speed drive market. That same year, the Group launched the Schneider Electric Ventures fund with a capital of â,¬50 million to acquire interests in innovative start-ups with...

  • Page 17
    ... Tour Andover Control and Abacus Engineered Systems in the US. ABS (Advanced Buildings Systems) EMEA, which operates in Europe and the Middle East, came on board in 2005, followed by IBS (US and Asia) in 2006. In 2007, Schneider Electric enhanced the security side of the business by acquiring Pelco...

  • Page 18
    ... of dissatisfied customers stood at 5%. Employees Reduce the number of days lost due to work accidents by 20% per employee per year. At end-2007, the lost-time injury rate was down 16%. Develop competencies through three-year plans. Produce a quarterly report on progress plans implemented in...

  • Page 19
    ... kilowatt hour. The Group serves power companies, systems integrators, OEMs and panelbuilders with a lineup that integrates new web technologies and high value-added products and services to: Measure energy consumption. After strategically repositioning its business portfolio, Schneider Electric now...

  • Page 20
    ...Power Line Carrier and radio technologies). Multi-site remote management. Available everywhere, the lineup complies with local standards and practices. The Group offers networkable products that are easy to install and operate. Main customers include developers, engineering and design firms, systems...

  • Page 21
    ... related to its core businesses such as energy efficiency, critical power and cooling services, interoperability 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...

  • Page 22
    ... 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 monitoring & control Services Core businesses New...

  • Page 23
    ... of the business by acquiring Pelco Inc., a worldwide leader in the design, development and manufacture of video security systems. Energy metering and management The 2005 acquisition of Power Measurement Inc. strengthened the Group's position in the distribution of high-quality electricity and in...

  • Page 24
    ... Schneider Electric nurtures close relationships with distributors to provide end users with unparalleled local service, advice and product availability in 190 countries. To maintain a high performance network, the Group works hand in hand with distributors on supply chain issues, technical training...

  • Page 25
    ... issues facing manufacturers, infrastructure and data center managers, the building and electric power industries, property developers and end users. Schneider Electric is the only company in the world with products and services that comply with all national and international standards. The Group is...

  • 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
    ... power generation system. UPS R&D is located in Saint Louis, Missouri (USA), where the leading IT equipment manufacturers are based. As for low voltage equipment, new range development is focused in northern Europe (mainly Sweden) and Australia. In 2006, new centers were opened in Bangalore, India...

  • 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
    ... Ferguson, Executive Vice President Global Human Resources. In France, Schneider Electric signed a Group-wide agreement for 2007-2009 that includes all subsidiaries for the first time. This decisive step forward for diversity is designed to promote employment, training and job opportunities for the...

  • Page 30
    ... stock purchase plan or entities set up to hold shares on the behalf of employees. 9. Risk factors Risk factors related to the Company's business The Group operates worldwide, in competitive and cyclical markets The worldwide markets for the Group's products are competitive in terms of pricing...

  • Page 31
    ...through acquisitions, strategic alliances, joint ventures and mergers. External growth projects are examined in detail by the business units, country organizations and corporate functions (Strategy, Finance, Legal Affairs and Human Resources) concerned under a rigorous internal process developed and...

  • 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
    Description of the Company and its businesses 1 change rates. Hedging programs mainly concern foreign currency receivables, payables and operating cash flows, which are generally hedged by means of forward sales. Depending on market conditions, risks in the main currencies may be hedged based on ...

  • Page 34
    ... Schneider Electric's strategy for managing insurable risks is designed to defend the interests of employees and customers and to protect the environment, the Company's assets and its shareholders' investment. This strategy entails: Identifying and quantifying risk using different reporting systems...

  • Page 35
    ... and specific limits apply to certain risks, such as earthquake damage and machine damage. Shipping and transport insurance On January 1, 2008, the Group implemented a global shipping/transport insurance program that includes the North American Operating Division. The program covers all goods...

  • Page 36
    34

  • Page 37
    ... concerning the situation of the members of the Supervisory Board and Management Board 8 - Internal control 9 - Management interests and compensation p. 36 p. 41 p. 42 p. 43 p. 44 p. 45 p. 46 p. 46 p. 52 p. 56 p. 56 p. 57 35 10 - Regulated agreements 12 - Shareholders' rights and obligations

  • Page 38
    ...* Age: 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...

  • Page 39
    ... the Supervisory Board Alain Burq Age: 54 Business address: Schneider Electric Industries SAS, 89 bd Franklin Roosevelt - 92500 Rueil Malmaison, France 1,738 Schneider Electric SA shares (1) First elected: 2000 / Term ends: 2008 René Barbier de La Serre* Age: 67 Business address: Compagnie Financi...

  • Page 40
    ... representative on the Supervisory Board of Compagnie Financière Edmond de Rothschild Banque. Jérôme Gallot* Age: 48 Business address: CDC Enterprises, 33 avenue du Maine BP 174 - 75755 Paris Cedex 15, France 250 Schneider Electric SA shares First elected: 2005 / Term ends: 2008 Expertise and...

  • 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
    ...: 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. (Singapore), SAP Japan Co. Ltd. (Japan), SAP France SA, SAP...

  • Page 43
    ... material business acquisitions and disposals. Authorize the creation of stock option plans or stock grant plans. Authorize the signature of regulated related party agreements. Authorize the issuance of bonds and other guarantees, subject to compliance with French law. The Supervisory Board may...

  • Page 44
    ... market consensus and the issuance of press releases. The Supervisory Board reviewed the Company's financial strategy. As part of this review, it recommended that the Management Board reduce the amount of the share issue with pre-emptive subscription rights planned to finance the acquisition of APC...

  • Page 45
    ... control system, the Audit Committee is responsible for preparing the decisions of the Supervisory Board, making recommendations to the 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...

  • Page 46
    ... Supervisory Board authorize the Management Board to set up stock option or stock grant plans - particularly the 2008 plan - and to carry out an employee share issue (the 2008 worldwide ESPP).It also reviewed succession planning solutions for members of the Management Board and Executive Committee...

  • Page 47
    ...or through a corporate mutual fund. Other directorships and functions in French or foreign companies Currently: Chairman of the Management Board of Schneider Electric SA, Chairman and Chief Executive Officer of Schneider Electric Industries S.A.S., Director of Square D (USA). Previous directorships...

  • Page 48
    ...Alain Burq has a service contract with Schneider Electric Industries S.A.S. None of the members of the Supervisory Board or Management Board has a service contract with the Company or any of its subsidiaries providing for benefits upon termination of employment. No related-party agreements have been...

  • Page 49
    ... the Management Board, it comprises: The Executive Vice Presidents of the four Operating Divisions (Europe, North America, Asia-Pacific and Rest of the World). The Executive Vice-President, Globalization & Industry, the Executive Vice President, Strategy, Customers & Technology, Services & Projects...

  • Page 50
    ..., 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 Management of...

  • Page 51
    ... and credit risks). A review of compliance with internal rules governing intercompany payments and transfer pricing. A review of the membership of the unit's Board of Directors or equivalent. Purchases A key process in Group operations, purchases represent around half of consolidated revenue. Rules...

  • Page 52
    ... length-of-service awards due to employees on retirement, pensions and healthcare costs paid on behalf of retired employees in all countries where the Group has an obligation under the related plans. Property, plant and equipment Land and buildings are tracked by the Property department and stated...

  • Page 53
    ... system The Corporate Management Control and Accounting unit of the Finance & Control - Legal Affairs Department has launched a project to standardize management reporting processes among the various subsidiaries by rolling out an integrated SAP system across the entire Group. Subsidiaries in France...

  • Page 54
    ...'s overall performance, as measured in terms of operating margin, organic growth and return on capital employed. 40% depends on the attainment of measurable personal performance targets set by the Supervisory Board. Senior Management may also be granted stock options or stock grants. US citizens or...

  • Page 55
    ... â,¬60,000 by Schneider Electric SA. In 2008, he was paid attendance fees for 2007 of â,¬60,000.He is also covered by the Company's pension plan for senior executives, under the plan's general terms and conditions. During the year, he claimed his pension representing annual benefits equal to 25% of...

  • Page 56
    ... years. His period as an officer (mandataire social) of Schneider Electric SA will be taken into account for the calculation of the termination benefit payable under his service contract. This termination benefit, including the benefit provided for in the industry collective bargaining agreement...

  • Page 57
    ... The Executive Vice-President, Globalization & Industry, the Executive Vice President, Strategy, Customers & Technology, Services & Projects Business Unit and the Execu- Transactions in Schneider Electric shares in 2007 by Senior Management and members of the Supervisory Board and Management Board...

  • Page 58
    ... pension and other benefits provided for in his service contract with Schneider Electric Industries S.A.S., which was suspended 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...

  • Page 59
    ... earnings. To the payment of a dividend. The Annual Meeting may decide to offer shareholders the opportunity to receive the dividend in cash or in the form of new shares of common stock. Dividends not claimed within five years from the date of payment become time-barred and are paid over to the...

  • 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
    ... capital over 5 years. 4 - To issue new shares to entities set up to purchase shares of the Company under programs to promote employee stock ownership, within a limit of 0.5% of the Company's share capital as of April 26, 2007 over 18 months. 5 - To grant existing or new Schneider Electric SA shares...

  • Page 63
    ...new shares to employees under a leveraged stock ownership plan. (7) The nature of stock grant plans (subscription or purchase) will be determined on the effective date of grant at the latest. Three-year summary of changes in capital The following table shows changes in Schneider Electric SA's share...

  • Page 64
    ...took place in July 2007. As of December 31, 2007, employees held a total of 8,132,332 Schneider Electric SA shares through the corporate mutual funds or directly, representing 3.32% of the capital and 5.07% of the voting rights, taking into account double voting rights. Stock option and stock grant...

  • Page 65
    ... 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 invested in Schneider Electric shares. To facilitate compliance, the Supervisory Board approved...

  • Page 66
    ... during the year Number of shares Grants made in 2007 to the top ten employee grantees (not including corporate officers) Plan 2 Plan 3 Plan 4 1,989 8,297 7,637 Stock option plan details Plan no. Plan date Initial Initial number of number of grantees options Exercise price Vesting conditions (in...

  • 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
    ...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 euros) Yield including tax credit...

  • Page 69
    ...2007 January February March April May June July August September October November December Total 2007 2008 January (1) During the trading session. The Schneider Electric SA share vs. the CAC 40 index over 5 years (Reuters) Schneider Electric share 100 CAC 40 Index 92.68 84.10 6,000 80 75.35...

  • Page 70
    ... 2003, Schneider Electric issued â,¬750 million worth of 3.875% bonds due October 31, 2008. These bonds are traded on the Luxembourg stock exchange under code number FR0010023200. Contacts Institutional investors, financial analysts and private shareholders calling from outside France may request...

  • 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
    ...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 excellent performance...

  • Page 73
    ... 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 2007-2009 to promote employment, training and job opportunities...

  • Page 74
    ... to the dates on which the Group gained control of the acquired companies. On February 14, 2007, the Group finalized the acquisition of American Power Conversion (APC), the world leader in Critical Power & Cooling Services. By combining APC with its subsidiary MGE-UPS, Schneider Electric has become...

  • Page 75
    ... the North American operations' ability to amply offset lower demand in the residential market. Business was buoyed by the Group's repositioning in such attractive market segments as data centers, water treatment, hospitals and power supply and by high demand for energy efficiency solutions. Revenue...

  • Page 76
    ... primarily from the year's acquisitions. EBITA margin by business EBITA margin in the Electrical Distribution business rose by 0.8 point to 18.1%. The Automation & Controls business achieved an EBITA margin of 14.2%, down 0.5 point from 2006. In Critical Power & Cooling Services, the EBITA margin...

  • Page 77
    ... customer lists recognized on acquisition, software and patents, rose by â,¬625 million over the year. The increase is attributable to the recognition of customer lists and patents in connection with the acquisition of APC (â,¬550 million) and Pelco (â,¬219 million) and capitalization of SAP system...

  • Page 78
    ... 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 revenues of â,¬21 million in 2007 compared with â,¬577 million the previous year. Interest...

  • Page 79
    .... At the same time, they are recognized for their initiatives and risk taking in contributing to the Company's growth." Across the Group, human resources policies are deployed governing diversity, hiring, international mobility, training, leadership competencies, total compensation and health. 77

  • Page 80
    ....schneider-electric.com corporate department, the Business Units and the Operating Divisions (North America, Europe, International and Asia-Pacific). Each quarter, the Committee meets to guide the Group's health and safety strategy and validate action plans. It leads the Group's health and safety...

  • 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
    ... Barometer 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...

  • Page 83
    ...legal obligation of 6% of total payroll (5.88% in 2007). Hire 45 disabled employees and integrate 45 disabled work-study interns over the term of the agreement. Provide disabled employees with the same quality of life and career development opportunities as all other team members. Develop agreements...

  • Page 84
    ...women engineering students in planning their career paths. The participants attended a threemonth collective training program at Schneider Electric and received personalized mentoring from women managers at the Group. The program will continue in 2008. (See page 27 Human Resources). Workforce Total...

  • Page 85
    ... 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 adapted...

  • Page 86
    ... their careers. 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...

  • Page 87
    ... 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 the various works councils in Schneider Electric...

  • Page 88
    ... will be gradually extended to other countries. Local measures that contribute to the global action plan - Health management system: The Group encourages all its units to adopt an occupational health management system in line with the main international standards (ILO OSH and OHSAS). The units...

  • Page 89
    Business review Health and retirement coverage 2006 Supplementary coverage offered by the Company* Unemployment Social security pension benefits Supplementary pension benefits 5.2% 26.1% 35.2% 4% 32% 45% 13% 18% 42% 51% 64% 51% 17% 2007 Training policy Schneider Electric's training policy is ...

  • Page 90
    ...The number of programs offering a diploma or certification was twice as high as in previous years. The Schneider Electric Industries/Schneider Electric France corporate agreement on training signed in December 2005 was deployed starting in 2006. In 2007: 270 managers and 70 human resources directors...

  • Page 91
    .... It has also trained and hired teachers, acquired scientific and technical equipment and provided other resources to train engineers and technicians in central Africa. In France, the Foundation provides funding for young entrepreneurs starting electricity-related businesses through its partnership...

  • Page 92
    ... Education Ministry of France, the Education Ministry of Chile and Catholic University of northern Chile, the Group opened a Schneider Electric center of excellence in Chile to train young people in the maintenance of industrial automated systems. Located in Antofagasta, some 1,000 kilometers north...

  • Page 93
    ... Minister for Employment, Social Cohesion and Housing chose Henri Lachmann to lead a specific mission to promote corporate support for developing apprenticeship. Agreements concerning employment pools As of end-2006, Schneider Electric's main sites in France (including all manufacturing facilities...

  • Page 94
    ... and technical cooperation, patent strategy, international deployment, customer involvement, suppliers, etc.). The Group's global competencies strategy. Schneider Electric focuses a large part of its research on energy efficiency. In medium voltage, it is doing work on new sensors and software to...

  • 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
    ...supply chain, 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...

  • Page 97
    ... action plan was drawn up in 2002 and site maintenance was centralized in 2005. Specific products and components were installed in office and industrial systems to enhance: The energy performance of lighting and monitoring equipment. Energy management and control. Temperature control (standard in...

  • Page 98
    .... In Europe, Schneider Electric offers a service to take back end-of-life products. Subsidiary MGE UPS Systems, for example, launched the "Swap pac" program in 2006 so that customers would not have to manage electrical and electronic waste from outdated uninterruptible power supplies. The program...

  • Page 99
    ..., including facilities in India, the United States, Mexico, Turkey and China. Experiments in voluntary deployment of an environmental management system at non-production sites continued in 2007. All the sales agencies in Germany have been certified. Schneider Electric in France has also committed to...

  • Page 100
    ... manager headquartered in Switzerland. www.sustainability-index.com Bank Sarasin 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...

  • 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
    ... 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 Department of Schneider Electric, in...

  • Page 103
    ... 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 the Statutory Auditors on the consolidated financial statements p. 102 p. 103 p. 104 p. 106 p. 107 p. 154 101

  • Page 104
    ...Cost of sales Gross profit Research and development expenses Selling, general and administrative expenses Other operating income and expenses EBITA (*) Amortization and impairment of purchase accounting intangibles Operating profit Finance costs, net Other financial income and expenses Finance costs...

  • 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...

  • Page 107
    ... interests Total equity Long-term provisions Provisions for pensions and other post-employment benefits Provisions for contingencies Total long-term provisions Non-current liabilities Ordinary and convertible bonds Other long-term debt Total non-current financial liabilities Deferred tax 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
    ... 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 April 21, 2008. The Group's main businesses are described in Chapter 1 of the Annual Report. First-time...

  • Page 110
    ...tracked. The project's technical feasibility has been demonstrated and the Group has the intention and financial resources to complete the project and to use or sell the related products. It is probable that the future economic benefits attributable to the project will flow to the Group. Development...

  • Page 111
    ... into "Cost of sales" when the products are sold. Software implementation External and internal costs for the programming, coding and testing of Enterprise Resource Planning (ERP) applications are capitalized and amortized over the applications' useful lives. ance sheet date to determine whether...

  • Page 112
    ... amortization of capitalized projects 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...

  • Page 113
    ...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 Financial liabilities primarily comprise...

  • Page 114
    ...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 accrued...

  • Page 115
    ... PELCO, a worldwide leader in the design, development and manufacture of video security systems, for around $1.5 billion. The acquisition cost was provisionally allocated as follows: Before After allocation of allocation of acquisition acquisition cost cost Acquisition price Transaction costs Total...

  • Page 116
    ... 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 in Profiluks Plastik ve Elektrik San...

  • Page 117
    ... paid Cash and cash equivalents acquired Disposals Other operations Net financial investments Impact on the balance sheet at December 31, 2007 The impact of the year's acquisitions on the main balance sheet items at December 31, 2007 was as follows: Impact of acquisitions* Goodwill Property, plant...

  • Page 118
    ...: North American Operating Division, APOD: Asia-Pacific Operating Division, IOD: International Operating Division, PW : Power, CST: Customized Sensors & Technologies, BA: Building Automation, CP: Critical Power. (2) Of which â,¬32.0 million related to the put option granted to minority shareholders...

  • Page 119
    ... of the exchange rate on the acquisition date. 2006 5,878.8 727.7* (1.5) (323.8) (95.5) 6,185.7 (8.4) 6,185.7 2,885.2* (221.0) (660.3) (48.4) 8,141.2 (8.4) 5 Acquisitions Acquisitions during the year primarily included APC and Pelco in North America. Application of purchase accounting to the...

  • Page 120
    ...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 and classified under "Other intangible...

  • Page 121
    Consolidated financial statements at December 31, 2007 5.2 - Trademarks Main trademarks recognized as of December 31, 2007 include: APC Pelco MGE UPS Clipsal TAC / Andover Juno Digital BEI Merten Kavlico Other Total Dec. 31, 2007 Dec. 31, 2006 net net 1,249.2 343.9 200.0 151.9 114.4 77.7 33.1 27.6...

  • Page 122
    ...Five years and 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...

  • Page 123
    ... mainly to investments in non-consolidated companies, break down as follows: Dec. 31, 2007 % interest I - Listed available for sale financial assets AXA Gold Peak Industries Holding Ltd Legrand Other listed AFS Total listed AFS II - Unlisted available for sale financial assets Eb@se France...

  • Page 124
    ...-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 Impairment Accounts receivable, net Of which: On time...

  • Page 125
    ... 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 Deferred taxes France International Total Income tax (expense)/benefit (31...

  • 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
    ... The share premium account increased by â,¬1,133,304,516 following the exercise of options and increases in capital. 5 14.2 - Ownership structure Dec. 31, 2007 Capital % Capital Research and Management Company CDC Employees Own shares (1) Treasury stock Public Total Number of shares Voting rights...

  • 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
    ..., the Management Board set up stock option plan no. 29, granting 83,150 options to subscribe new shares or purchase existing shares of Company stock at a price of â,¬97.05 in principle exercisable between April 23, 2011 and April 22, 2017. For US employees, the plan awards 108,000 Stock Appreciation...

  • Page 130
    ... 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 options. Change in number of stock grants: Plan no. 1 2 3 4 Total Number of stock grants at...

  • Page 131
    Consolidated financial statements at December 31, 2007 Worldwide Employee Stock Purchase Plan As part of its commitment to employee share ownership, Schneider Electric gave its employees the opportunity to purchase shares at a price of â,¬88.06 per share during the year. This represented a discount...

  • Page 132
    ... the Group's North American and European subsidiaries. These plans feature either a lump-sum payment on the employee's retirement or regular pension payments after retirement. The amount is based on years of service, grade and end-of-career salary. They also include top-hat payments granted to...

  • Page 133
    ...in provisions for pensions and other post-employment benefit obligations Changes in provisions for pensions and other post-employment benefit obligations (net of assets) were as follows: Pensions and termination benefits Of which US plans Other post-employment and long-term benefits 593.4 26.4 (27...

  • Page 134
    ..., 2006 o/w US plans 3. Change in projected benefit obligation Projected benefit obligation at beginning of year Service cost Interest cost (impact of discounting) Plan participants' contributions Benefits paid Actuarial (gains)/losses recognized in equity Modification of pension plan Changes in the...

  • Page 135
    ... 26.4 Dec. 31, 2007 2. Change in projected benefit obligation Projected benefit obligation at beginning of year Service cost Interest cost (effect of discounting) Plan participants' contribution Benefits paid Actuarial (gains)/losses recognized in equity Past service cost Changes in the scope of...

  • Page 136
    ...bring certain outsourced operations back in house in early 2008, and delays and difficulties in developing the SAP core model. In 2006, the Group also acknowledged the European Commission's decision concerning two former subsidiaries' alleged participation in a high voltage switchgear cartel and set...

  • Page 137
    ... 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 749.2 108.9 898.3 499.2 497.2 598.0 594.8 3,945.6 Dec. 31, 2006 450.0 750.0 897.7 499.0 496.8 594.4 3,687.9 Effective interest rate...

  • Page 138
    ... At December 31, 2007, Schneider Electric had unused confirmed credit lines of â,¬2,546 million. These lines of credit are available for the period. As part of the financing package for the APC acquisition, Schneider Electric SA obtained one-year acquisition financing in an amount of â,¬2.5 billion...

  • Page 139
    ... in Belgium involving former senior executives and managers of the Group. The loan agreements related to the Group's long-term debt do not include any rating triggers. The Group has also signed an agreement concerning statutory employee training rights in France (DIF). Because the vested rights...

  • Page 140
    ... 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 322.5 124.1 510.9 (3,945.6) (2,241.1) (5,229.2) Fair...

  • Page 141
    ...-for-sale financial assets Other non-current financial assets Total non-current assets Current assets Trade accounts receivable Other receivables Current financial assets Cash and cash equivalents Total current assets LIABILITIES Non-current liabilities Other long-term debt Total non-current...

  • Page 142
    ... in 2007. 21.2 - Related parties with significant influence No transactions were carried out during the year with members of the Board of Directors or with Supervisory Board or Management Board members. Compensation and benefits paid to the Group's top senior executives are described in note 27...

  • 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
    ... in 2007 and 2006: (number of employees) 27.3 - Management compensation and benefits In 2007, directors' fees of â,¬0.7 million were paid to the members of the Board of Directors. Total gross compensation paid to members of Senior Management (excluding corporate officers) amounted to â,¬4.5 million...

  • Page 145
    Consolidated financial statements at December 31, 2007 Note 29 - Consolidated companies The main companies included in the Schneider Electric Group scope of consolidation are listed below. % interest % interest Dec. 31, 2007 Dec. 31, 2006 Europe Fully consolidated APC Deutschland GmbH Asentics ...

  • Page 146
    ...Electric NV/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...

  • 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
    ... 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 (EMEA) Limited APC Distribution Limited APC Dublin Limited Schneider Electric Ireland Square D Company...

  • Page 149
    ...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 B.V. APC International Corporation...

  • Page 150
    ... 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. Inc BEI International Inc Canada Canada...

  • Page 151
    ...Inc. Pelco, Inc Power Measurement EI Inc. Power Measurement Inc. Power Measurement USA Inc. Powerbox Solutions LLC Pro Face America Inc. Pulsotronic USA Corp. Schneider Automation Inc. Schneider Electric Relays LLC Schneider Investment Holding Inc. Sitek Inc SNA Holdings Inc. Square D Company Square...

  • 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
    ... Asia Pacific Limited TAC Pacific (Hong Kong) Ltd APC India Private Limited MGE UPS 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...

  • Page 154
    ... Clipsal Industries (NZ) Ltd PDL Electronics 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...

  • Page 155
    ...SA Schneider de Colombia SA Schneider Centroamerica SA Schneider Electric Distribution Company Schneider Electric Egypt SA Clipsal Middle East Co WLL Clipsal Middle East FZCO Schneider Electric FZE Square D Foreign Sales Corporation LK India Private Ltd Schneider Electric India Private Ltd Schneider...

  • Page 156
    ... financial statements. This report also includes information relating to the specific verification of information in the group management report. This report, together with the Statutory Auditors' report addressing financial and accounting information in the Chairman's report on internal control...

  • 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
    ...,474 (27,474) 0 - Property, plant and equipment Land Buildings Other (note 1b) 3,225 130 1,730 32,559 (130) (511) (28,115) 3,225 1,219 4,444 3,281 1,219 4,500 3,444 1,203 4,647 Investments Shares in subsidiaries and affiliates Other investments Advances to subsidiaries and affiliates Other (note...

  • 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
    ... and amortization and expense transfers Operating revenues Purchases and external charges Taxes other than on income Payroll costs Depreciation, amortization and provision expense Other operating expenses and joint-venture losses Operating expenses Operating loss Dividend income Interest income...

  • Page 161
    ... part of this acquisition. On July 6, 2007, the Company carried out a â,¬209 million employee share issue as part of the worldwide Employee Stock Purchase Plan. On October 8, 2007, Schneider Electric SA issued â,¬600 million worth of fixed-rate bonds due January 2015 to refinance the APC acquisition...

  • Page 162
    ...to the authorization granted by shareholders at the Annual Meeting of May 3, 2006, Schneider Electric SA implemented a liquidity contract during the year to maintain a liquid market for its shares. "Other changes in treasury stock" correspond to share purchases and sales by the contract manager. At...

  • Page 163
    ... 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 Other Total 144...

  • Page 164
    ... the authorization granted 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...

  • Page 165
    ... as of the dividend payment date were allocated to retained earnings. As a result of these movements, retained earnings totaled â,¬483,791,000 at December 31, 2007. Note 8: Provisions for contingencies and pension accruals Dec. 31, 2006 Provisions for contingencies Stock option plan no. 24 Other...

  • Page 166
    ...by the Company. Accrued interest rose to â,¬73.9 million from â,¬44.8 million 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...

  • Page 167
    ... by the tax group headed by Schneider Electric SA. Group relief totaled â,¬79.4 million, down sharply from â,¬201.6 million the year before, reflecting non-recurring items in subsidiary Schneider Electric Industries SAS' income statement. Schneider Electric SA is the parent company of the tax group...

  • Page 168
    ...and in the documents addressed to the shareholders with respect to the financial position and the financial statements. The fair information given in the Management Board's report relating to the compensation and benefits paid to the Corporate Officers concerned and the engagement granted to them on...

  • 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
    ..., amortization and provisions Earnings per share Dividend per share, net of tax credit Employees Average number of employees during the year Total payroll for the year (in thousands of euros) Total employee benefits paid over the year (payroll taxes, other benefits) (in thousands of euros) 3 2,213...

  • 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
    ... the transactions and financial statements for the year, as presented, which show net profit of â,¬226.6 million. 2004 2005 2006 We remind you that dividends paid by Schneider Electric SA for the last three years were as follows: Dividend per share â,¬ 1.8 2.25 3.00 Total revenue â,¬ 1.8 (1) 2.25...

  • Page 175
    ... candidates are designated by the supervisory boards of the mutual funds invested in Schneider Electric SA shares or by individual employee shareholders who own their shares directly. As employee shareholders held 3.32% of the issued capital as of December 31, 2007, the Management Board initiated an...

  • Page 176
    ... 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 in certain foreign countries...

  • Page 177
    ..., the Supervisory Board authorized the Management Board to issue new shares to members of the Employee Stock Purchase Plan during 2008, within a limit of 2 million shares (0.8% of the Company's issued capital). This program, which will include a nonleveraged and a leveraged plan with a 15% discount...

  • Page 178
    ... shares. - Hold shares for allocation on the exercise of stock option plans or stock grant plans or to permit the conversion of convertible debt securities. - Finance a future acquisition (rather than issue new shares at the time of the acquisition). - Market making under a liquidity agreement...

  • Page 179
    ... 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's "TEPA" law, is to define compensation...

  • Page 180
    ... 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 Purchase Plan set up by French or foreign related companies, with...

  • Page 181
    ... Code, we present below our report on the proposal to issue common shares or share equivalents to employees of Group companies outside of France. Shareholders will be asked to waive their pre-emptive right to subscribe the issue(s). This authorization would be granted to the Management Board...

  • Page 182
    ... the year ended December 31, 2007, as presented by the Management Board. These financial statements show a net profit for the year of â,¬226,643,349.81 euros. provided for in Article 158-3-2 of the French Tax Code will be distributed, other than the dividend described above. Dividend payments for...

  • Page 183
    ...Supervisory Board for a period of one year, due to the statutory age limit, expiring at the close of the Annual Shareholders' Meeting to be called in 2009 to approve the 2008 financial statements. Fourteenth resolution* (Election to the Supervisory Board of a representative of employee shareholders...

  • Page 184
    ... in order to reduce the capital, or in connection with stock option plans, or plans to grant shares without consideration, or to permit the conversion of convertible debt securities, or to finance an acquisition, or for the purpose of market making under a liquidity agreement. The maximum number of...

  • 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
    ... 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 with equivalent economic benefits as those applicable to other Group employees. 3. That the issue price of shares...

  • Page 187
    .... The annual company financial statements and corresponding auditors' reports provided in chapter 6 of the registration document for the year ended December 31, 2005, registered with Autorité des Marchés Financiers (AMF) under number D 06-0158 on March 27, 2006. The business review provided in...

  • Page 188
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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,¬...