Schneider Electric : Second Supplement to our EMTN Base Prospectus

SECOND PROSPECTUS SUPPLEMENT DATED 1st MARCH 2021

TO THE BASE PROSPECTUS DATED 28 APRIL 2020

SCHNEIDER ELECTRIC SE

Euro 10,000,000,000

Euro Medium Term Note Programme

This prospectus supplement (the "Second Prospectus Supplement") is supplemental to, and should be read in conjunction with, the Base Prospectus dated 28 April 2020 which received approval no. 20-162 on 28 April 2020 from the Autorité des marchés financiers (the "AMF") as supplemented by the first prospectus supplement dated 5 November 2020 which received approval no. 20-537 on 5 November 2020 from the AMF (together the "Base Prospectus") prepared in relation to the Euro 10,000,000,000 Euro Medium Term Note Programme (the "Programme") of Schneider Electric SE (the "Issuer"). The Base Prospectus constitutes a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129 of 14 June 2017, as amended (the "Prospectus Regulation").

Application has been made for approval of the Second Prospectus Supplement to the AMF in its capacity as competent authority pursuant to the Prospectus Regulation.

This Second Prospectus Supplement has been prepared pursuant to Article 23 of the Prospectus Regulation, for the purpose of (i) incorporating by reference the Issuer's Full Year Financial Report 2020 published on 11 February 2021, (ii) incorporating recent events in connection with the Issuer and (iii) as a consequence, amending and supplementing the following sections of the Base Prospectus:

• • Documents Incorporated by Reference;

• • Recent Developments; and

• • General information.

Save as disclosed in this Second Prospectus Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus which is material in the context of the Programme since the publication of the Base Prospectus.

Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Second Prospectus Supplement.

To the extent that there is any inconsistency between (a) any statement in this Second Prospectus Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus or in the first prospectus supplement, the statements in (a) above will prevail.

Copies of this Second Prospectus Supplement (a) may be obtained, free of charge, from the registered office of the Issuer during normal business hours, (b) will be available on the website of the Issuer (https://www.se.com), (c) will be available on the website of the AMF(https://www.amf-france.org)and (d) will be available during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for inspection at the offices of each Paying Agent(s).

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 3

RECENT DEVELOPMENTS ................................................................................................................ 9

GENERAL INFORMATION ............................................................................................................... 37

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE SECOND PROSPECTUS

SUPPLEMENT ..................................................................................................................................... 38

DOCUMENTS INCORPORATED BY REFERENCE

The section entitled "Documents Incorporated by Reference", appearing on pages 25 to 29 of the Base Prospectus is deleted in its entirety and replaced with the following:

"This Base Prospectus should be read and construed in conjunction with:

• • the pages referred to in the table below which are included in the French language Document d'Enregistrement Universel of the Issuer which received n° D.20-0137 from the AMF on 17 March 2020 (the"2019 Universal Registration Document");

• • the pages referred to in the table below which are included in the French language document de référence of the Issuer which received n° D.19-0155 from the AMF on 15 March 2019 (the"2018Registration Document");

• • the pages referred to in the table below which are included in the Issuer's interim financial report in French language for the six-month period ended 30 June 2020, dated 29 July 2020 (the"2020 Half-Year Financial Report");

• • the pages referred to in the table below which are included in the Issuer's consolidated financial statements in the French language for the year ended 31 December 2020, published on 11 February 2021 (the "2020 Consolidated Financial Statements"); and

• • the terms and conditions of the notes contained in the base prospectuses of the Issuer dated, respectively, 25 April 2019 (the"2019 EMTN Conditions"), 26 November 2018 (the"2018 EMTNConditions"), 6 October 2017 (the"2017 EMTN Conditions"), 31 August 2016 (the "2016 EMTNConditions"), 31 July 2015 (the "2015 EMTN Conditions"), 15 July 2014 (the"2014 EMTNConditions") and 25 June 2013 (the"2013 EMTN Conditions"and, together with the 2013, 2014, 2015, 2016, 2017, 2018 and 2019 EMTN Conditions, the "EMTN Previous Conditions").

Any reference in this Base Prospectus, in the 2019 Universal Registration Document or in the 2018 Registration Document to the registration documents and/or annual reports (either 2019 or 2018) shall be deemed to exclude the above-mentioned excluded sections.

Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus.

Copies of documents incorporated by reference in this Base Prospectus may be obtained, free of charge, from (i) the registered office of the Issuer, (ii) the website of the Issuer(https://www.se.com)and/or (iii) at the offices of each Paying Agent set out at the end of this Base Prospectus during normal business hours.

The 2019 Universal Registration Document and the 2018 Registration Document are available on the website of the AMF(https://www.amf-france.org).

Other than in relation to the documents which are incorporated by reference, the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the AMF.

For the purpose of the Prospectus Regulation, information can be found in the documents incorporated by reference in this Base Prospectus in accordance with the following cross-reference table (in which the numbering refers to the relevant items of Annex 7 of the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the Prospectus Regulation (the "Commission Delegated Regulation").

Any information not listed in the cross-reference list below but included in the documents incorporated by reference shall not form part of this Base Prospectus. The non-incorporated parts are either not relevant for investors or covered elsewhere in this Base Prospectus.

The English Translation of the 2019 Universal Registration Document, the 2018 Registration Document, the 2020 Half-Year Financial Report and the 2020 Consolidated Financial Statements are available on the website of the Issuer(https://www.se.com/ww/en/about-us/investor-relations/regulatory-information/annual-reports.jsp). Such English translations are available for information purposes only and are not incorporated by reference in this Base Prospectus. Only the French versions of the 2019 Universal Registration Document, the 2018 Registration Document, the 2020 Half-Year Financial Report and the 2020 Consolidated Financial Statements may be relied upon.

2020	2020 Half-	2019	2018 Registration Document
Commission Delegated Regulation -Annex 7	Consolidated Financial	Year Financial	Universal Registration
Statements	Report	Document
A7.2	STATUTORY AUDITORS
A7.2.1 Names and addresses of the Issuer's auditors for the period covered by the historical financial information (together with their membership in a professional body).	Page 444
A7.2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material.	Not applicable
A7.3	RISK FACTORS
A7.3.1 A description of the material risks that are specific to the Issuer and that may affect the Issuer's ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed 'Risk Factors'. In each category the most material risks, in the assessment of the Issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the Issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document.	Page 22	Pages 63 to 81
A7.4	INFORMATION ABOUT THE ISSUER
A7.4.1 History and development of the Issuer:
A7.4.1.1 the legal and commercial name of the Issuer;	Page 392

Registration