Schneider Electric : Communique AMF CP. CP23879896

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

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

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

Final Terms dated 11 January 2023

SCHNEIDER ELECTRIC SE

Issue of Euro 600,000,000 3.125 per cent. Notes due October 2029 (the "Notes")

under the Euro 10,000,000,000 Euro Medium Term Note Programme

Series no. 31

Tranche no. 1

Managers

CRÉDIT AGRICOLE CIB

HSBC

J.P. MORGAN

MUFG

And

BNP PARIBAS

CITIGROUP

STANDARD CHARTERED BANK AG

PART A - CONTRACTUAL TERMS

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

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

1	Issuer:	Schneider Electric SE
2	(i)	Series Number:	31
	(ii)	Tranche Number:	1
	(iii) Date on which the Notes
	become fungible:	Not Applicable
3	Specified Currency or Currencies:	Euro ("EUR")

4 Aggregate Nominal Amount of Notes admitted to trading:

	(i)	Series:		EUR 600,000,000
	(ii)	Tranche:		EUR 600,000,000
5	Issue Price:		99.197 per cent. of the Aggregate Nominal Amount
6	Specified Denominations:	EUR 100,000
7	(i)	Issue Date:		13	January 2023
	(ii)	Interest	Commencement
		Date:		13	January 2023
8	Maturity Date:		13	October 2029
9	Interest Basis:		3.125 per cent. Fixed Rate
				(Further particulars specified below)

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10	Redemption Basis:	Subject to any purchase and cancellation or early
		redemption, the Notes will be redeemed on the Maturity
		Date at 100.000 per cent. of their nominal amount.
11 Change of Interest Basis:	Not Applicable
12	Put/Call Options:	Change of Control Put Option
		Make-Whole Redemption by the Issuer
		Clean-Up Call Option
		Residual Maturity Call Option
		(further particulars specified below)
13	(i) Status of the Notes:	Senior

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

Decision of the Board of Directors (Conseil d'administration) of the Issuer dated 14 December 2022 and decision of Hilary Maxson, Directeur Général Finances of the Issuer dated 10 January 2023.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

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

Applicable

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

13 October in each year commencing on 13 October 2023 up to, and including, the Maturity Date. There will be a short first coupon in respect of the first Interest Period from, and including, the Issue Date to, but excluding 13 October 2023

EUR 3,125 per Note of EUR 100,000 Specified Denomination subject to the provisions of paragraph (iv) "Broken Amount" below

EUR 2,337 per Note of EUR 100,000 Specified Denomination payable on the Interest Payment Date falling on 13 October 2023

Actual/Actual (ICMA)

13 October in each year

Not Applicable

Not Applicable

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16 Zero Coupon Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

17 Make-Whole Redemption by the Issuer (Condition 6(d))

1. Notice period:
2. Reference Security:

Applicable

As per Condition 6(d)

The 0.000 per cent. Bundesobligationen of the Bundesrepublik Deutschland due 15 August 2029 with ISIN DE0001102473.

1. Reference Dealers:
2. Similar Security:

(v) Party responsible for calculating or determining any rate or amount under Condition 6(d) (the "Make-

Whole Calculation Agent"):

1. Redemption Margin: 18 Call Option

1. Put Option
2. Residual Maturity Call Option
3. 1. Residual Maturity Call Option Date:
4. Change of Control Put Option
5. Clean-UpCall Option
6. 1. Clean-UpPercentage:
   2. Early Redemption Amount:
7. Final Redemption Amount of each Note

As per Condition 6(d)

Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes

Conv-Ex Advisors Limited

0.150 per cent. per annum

Not Applicable

Not Applicable

Applicable

13 July 2029

Applicable

Applicable

75 per cent.

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

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

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