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    The Board of Directors of Schneider Electric SA

    The Board of Directors of Schneider Electric SA , chaired by Henri Lachmann, met on October 19, 2001, to consider the decision by the European Commission which declared the acquisition of majority control of Legrand by Schneider Electric incompatible with the Common Market.

    It regrets this decision, which affects a project of great strategic and industrial benefit, aimed at creating a European company with worldwide leadership positions in its sector of activity.

    The following three proposals were submitted by the Chairman Henri Lachmann and approved by the Board of Directors :

    1. Ensure that the company complies with EU decisions from a legal viewpoint, given that Schneider Electric and Legrand operations remain to this day completely independent.

    2. Prepare to severe the capital ties between Schneider Electric and Legrand, the only existing link between the two groups. The Board has examined all the possible solutions to divest Legrand. There are two principal solutions : to sell Legrand or distribute Legrand shares to Schneider Electric SA shareholders via a spin-off. While respecting the conditions stipulated by the Commission, the Board will opt for a solution that maximizes the interests of shareholders and ensure the sustainability of both companies.
    Operational aspects of the Legrand case will be monitored by Jean-Paul Saas, member of the Executive Committee, with the help of a special task force and external consultants. He will report directly to the Chairman.

    3. Get ready an appeal with the European High Court against the Commission’s decision, given the analysis made by the Commission as to the incompatibility of the transaction and the various episodes that marked the procedure.

    In order to mobilize the company, Henri Lachmann proposed a reduction in management levels for Corporate Management in order to make it more compact and reinforce its reactivity.

    The organization will change as follows :
    1. In agreement with Jean-Paul Jacamon, the function of Chief Operating Officer will no longer exist. Jean-Paul Jacamon has therefore resigned from his position.

    2. A new and younger Executive Committee will be formed, chaired by Henri Lachmann, comprising eight executives with extensive responsibilities.

    The Board thanked Jean-Paul Jacamon for his contribution to the group over the last twenty years and the work of the Board over the last three years. Jean-Paul Jacamon will become an advisor to the Chairman.
    The Board approved the above measures and reassured the management team of its confidence.
    The Board took note of the decision of Didier Pineau-Valencienne to resign from his position as director.

    The Board of Directors considers that the quality of the people, sound financial base and strategy of the group will enable it to continue to operate as a major player in the power and control sector worldwide.