Schneider Electric launches a c. €6.0 billion capital increase, without shareholders’ preferential subscription rights, to partially finance the acquisition of PTC Inc.

Press Release

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS PRESS RELEASE IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017, AS AMENDED. THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

Rueil-Malmaison, France — 19 October 2026

Schneider Electric launches a c. €6.0 billion capital increase, without shareholders’ preferential subscription rights, to partially finance the acquisition of PTC Inc.

Following the announcement, on 5 October 2026, of the proposed acquisition of PTC Inc., a leader in complex industrial product design, engineering and data management (the “Acquisition”), Schneider Electric (the “Company”) is launching today a share capital increase to raise approximately €6.0 billion through an issuance of new shares (the “Capital Increase”). New ordinary shares of the Company (the “New Shares”) will be placed through an accelerated bookbuilding process, without shareholders’ preferential subscription rights.

Use of proceeds

The net proceeds will fund part of the Acquisition, alongside upcoming debt raises and potential drawings under committed bridge facilities.

Completion of the Acquisition is expected by Q3 2027, subject to applicable regulatory approvals and other closing conditions. Further details on the Acquisition and its financing are available in the Company’s announcement dated 5 October 2026.

Key terms and indicative timetable of the capital increase

The Capital Increase will be carried out without shareholders’ preferential subscription rights or a priority subscription period pursuant to the authorisation granted by the Company’s annual shareholders’ general meeting held on 7 May 2025 (19th resolution) and in accordance with the provisions of Article L.411-2 1° of the French Code monétaire et financier, in France and outside France with no public offering in any jurisdiction (including France) other than to qualified investors (as defined in Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”)). The New Shares will be offered for subscription exclusively to qualified investors (as defined in the Prospectus Regulation) in a private placement by way of an accelerated bookbuilding process.

The bookbuilding process will start immediately, and the Company reserves the right to close the placement and/or to change its terms at any time.

The issue price for the New Shares will be determined pursuant to such accelerated bookbuilding process.

The New Shares will bear current dividend rights and will be immediately fungible with the Company’s existing shares. The New Shares will trade under the same ISIN code as the Company’s existing shares, FR0000121972, on the regulated market of Euronext in Paris. The final number of new ordinary shares to be issued, and the issue price are expected to be announced as soon as practicable after the close of the bookbuilding and no later than 20 October 2026 before the opening of the markets.

Settlement of the Capital Increase is expected to take place on 22 October 2026.

Lock-up undertaking

In the context of the Capital Increase, the Company has agreed to a lock-up undertaking with respect to the issuance or sale of further equity or equity-linked securities for a period ending 90 calendar days after the settlement, subject to certain customary exceptions and waiver by the Joint Global Coordinators.

Dilution

For illustrative purposes, a shareholder holding 1% of the Company’s share capital¹ as of 16 October 2026 and not subscribing to the Capital Increase would hold approximately 0.96% of the Company’s outstanding shares following the issuance of the New Shares, assuming a subscription price equal to the closing price of the Company’s shares on 16 October 2026 (i.e., €253.30 per share).

Public information and risk factors

Neither the offer of the New Shares nor their admission to trading on the regulated market of Euronext Paris is subject to a prospectus requiring approval by the French financial market authority (Autorité des marchés financiers) (the “AMF”).

Detailed information on Schneider Electric, including its business, results, prospects and related risk factors to which the Company is exposed, is available in the Company’s universal registration document (“URD”) for the financial year ended 31 December 2025, filed by the Company with the AMF under No. D.26-0159 on 27 March 2026, and in the Company’s half-year financial report for the period ended 30 June 2026 dated 30 July 2026. The Company’s press release relating to the Acquisition and the related presentation, the Q3 2026 press release, together with the Company’s other press releases and regulated information concerning Schneider Electric, are all available on the Company’s website (https://www.se.com/ww/en/about-us/investor-relations/regulatory-information/overview).

The realisation of all or part of the risks described in the risk factors set out in the URD may have an adverse effect on the activities, financial position, results, development or prospects of the Company.

In addition, investors are invited to take into account the risks that are specific to the Capital Increase, as follows:

• the market price of the Company’s shares could fluctuate and fall below the subscription price of the shares issued in connection with the Capital Increase;
• the volatility and liquidity of the Company’s shares could fluctuate significantly;
• sales of the Company’s shares could occur on the market and have an adverse impact on the Company’s share price; and
• the Company’s shareholders could suffer additional dilution in the event of future transactions.

Furthermore, the Acquisition is subject to various conditions precedent. If the necessary authorisations and approvals are not obtained within the envisaged timeframes, the Acquisition may not be completed according to the anticipated timetable by Q3 2027 or may not be completed at all. The expected benefits of the Acquisition may not materialise within the anticipated timeframe. The Company may also be exposed to liabilities and risks of which it was unaware or which had not been properly assessed at the time of the transaction, which could adversely affect its operations and results.

Furthermore, the transactions involved in the refinancing of the Acquisition may not be completed within the anticipated timeframe or may not be completed at all, may result in an increase in the Company’s expenses and liabilities under unforeseen circumstances, and/or may expose the Company to impairment losses and amortisation relating to goodwill and other intangible assets.

Accelerated bookbuild offering syndicate

Morgan Stanley, Société Générale and BNP Paribas are acting as Joint Global Coordinators and Joint Bookrunners in the Capital Increase, and Barclays, Citi, Deutsche Bank and Natixis are acting as Joint Bookrunners.

About Schneider Electric

Schneider Electric is a global energy technology leader, driving efficiency and sustainability by electrifying, automating, and digitalizing industries, businesses, and homes. Its technologies enable buildings, data centers, factories, infrastructure, and grids to operate as open, interconnected ecosystems, enhancing performance, resilience, and sustainability. The portfolio includes intelligent devices, software-defined architectures, AI-powered systems, digital services, and expert advisory. With 160,000 employees and 1 million partners in over 100 countries, Schneider Electric is consistently ranked among the world’s most sustainable companies.

Contacts
Investors:
SEInvestorRelations@se.com
Media:
mediarelations@se.com
SE@brunswickgroup.com

Forward-looking statements

This press release includes forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to the acquisition of PTC Inc. by the Company (including the anticipated benefits, results, effects and timing of the transaction), all statements regarding the expected future financial condition of the Company (and of PTC Inc. when combined with the Company), operating results, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, synergies, management plans and objectives, and statements containing terms such as “anticipate”, “approximate”, “believe”, “expect”, “estimate”, “forecast”, “intend”, “may”, “might”, “project”, “should”, “potential”, “advantage”, and similar expressions. Statements in this press release relating to future business prospects or anticipated financial or economic performance, profitability, revenues, expenses, dividends or other financial metrics of the Company (and of the combined activities of the Company and PTC Inc.), as well as other statements that are not historical facts, are forward-looking statements that represent estimates made by the Company on the basis of information currently available. Forward-looking statements are, by their nature, subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are unknown and many of which cannot be anticipated or controlled by the Company or PTC Inc. These factors may cause the Company’s actual results, performance or plans relating to PTC Inc. to differ materially from those expressed or implied in such forward-looking statements. Such risks and uncertainties include, without limitation, the risk factors discussed or identified in the public documents filed or to be filed by the Company with the AMF from time to time. Any forward -looking statements made by the Company are made as of the date of this press release and do not constitute a guarantee of future performance.

The information contained in this press release is indicative and may be subject to significant updating, revision or amendment. This press release contains only summary information and should not be regarded as comprehensive.

Neither the Company, nor any of the members of the bank syndicate undertakes to update, amend or complete the information contained in this press release in order to reflect new information, new events or for any other reason, and the information contained in this press release may be modified without prior notification, subject to applicable legal and regulatory requirements.

Important notice

This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or South Africa. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell new shares to any person in the United States of America, Canada (with the exception of the provinces of Alberta, British Columbia, Ontario, Quebec and Manitoba), Australia, Japan or South Africa or in any jurisdiction to whom or in which such offer is unlawful, and the offering of the new shares is not an offer to the public in any jurisdiction including France, other than to qualified investors within the meaning of the Prospectus Regulation, or an offer to retail investors.

No communication or information relating to the offering of the new shares may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the new shares may be subject to legal and regulatory restrictions in certain jurisdictions; neither the Company nor the members of the bank syndicate assume any liability in connection with any violation by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning of the Prospectus Regulation. This press release is not an offer to the public other than to qualified investors, nor an offer to subscribe or a solicitation for the purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.

The offer and sale of new shares described in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and such securities may not be offered or sold in the United States absent registration under the U.S. Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements thereof and applicable state or local securities laws. The Company does not intend to make a public offer of its securities in the United States.

The offering of the new shares in Canada is being made on a private placement basis only in the provinces of Alberta, British Columbia, Ontario Québec and Manitoba pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws. No prospectus has been or will be filed with any securities commission or other securities regulatory authority in any jurisdiction in Canada in connection with the offer or sale of the new shares. In Canada, the new shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

The offer and sale of new shares referred to herein have not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Canada, Australia, Japan or South Africa. Subject to certain exceptions, the new shares referred to herein may not be offered or sold in Canada, Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of such countries. There will be no public offer of the new shares in the United States of America, Canada, Australia, Japan or South Africa or elsewhere.

In member states of the European Economic Area (the “EEA”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”).

In the United Kingdom, the distribution of this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024, (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as “Relevant Persons”). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Each of the members of the bank syndicate is acting exclusively for the Company and no-one else in connection with the Capital Increase. They will not regard any other person as their respective clients in relation to the Capital Increase and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Capital Increase, the content of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Capital Increase, the members of the bank syndicate and any of their respective affiliates may take up a portion of the new shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such new shares and other securities of the Company or related investments in connection with the Capital Increase or otherwise. Accordingly, references to the new shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the members of the bank syndicate and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the members of the bank syndicate and any of their respective affiliates may from time to time acquire, hold or dispose of new shares. The members of the bank syndicate do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

A communication that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the new shares being offered) is not any indication or assurance that the book will remain covered or that the transaction and new shares will be fully distributed by the members of the bank syndicate. The members of the bank syndicate reserve the right to take up a portion of the new shares in the Capital Increase as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Company, MiFID II requirements and in accordance with allocation policies.

None of the members of the bank syndicate or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

Notes

1. Comprised of 578,605,363 ordinary shares as of 30 September 2026 (including treasury shares).