LETTER OF OFFER TO THE EQUITY SHAREHOLDERS OF

SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITED(Registered Office: 5C/1, KIADB Industrial Area, Attibele, Bangalore-562107, Karnataka, India

Tel: 080-67888300; Fax: 080-27820333; E-mail: ankur2.singhal@schneider-electric.com; Website: www.schneiderelectricpresident.com; CIN: U32109KA1984PLC079103)

This Letter of Offer is being issued by Schneider Electric South East Asia (HQ) Pte Ltd(“Promoter/ Acquirer”) in respect of the proposed acquisition of the equity shares (“Shares”) of Schneider Electric President Systems Limited (“Company”) from the public shareholders pursuant to the exit offer option being exercised by the Acquirer as per the circular issued by the Securities and Exchange Board of India – SEBI/HO/MRD/DSA/CIR/P/2016/110 on October 10, 2016 in relation to the 'exclusively listed companies of De-recognized/ Non- operational/ exited stock exchanges placed on the Dissemination Board' (“Circular”), and in accordance with the terms and conditions set out below (“Exit Offer”).

1. BACKGROUND OF THE EXIT OFFER

1.1 Schneider Electric President Systems Limited [the “Company”] is a public limited company incorporated under the Companies Act, 1956. The reg is tered off ice o f the Company is located at 5C/1, KIADB Indust r ia l Area, At t ibe le ,Bangalore – 562107, India. The paid-up equity share capital of the Company is Rs 6,04,80,000 (Rupees Six Cores Four Lakhs and Eighty Thousand only) ("Equity Capital") comprising of 60,48,000 (Sixty Lakhs Forty-Eight Thousand) fullypaid-up equity shares having face value of Rs 10 (Rupees Ten) each ("Equity Shares").

1.2 Schneider Electric South East Asia (HQ) Pte Ltd [the “Acquirer”], the sole promoter of the Company, was incorporated under the laws of Singapore with its registered office at 10, Ang Mo Kio Street 65, #1-01/03 TechPoint, Singapore, 569059, Tel: +65-64823323, Fax: +65 64816312. As of the date of this Letter of Offer, the Acquirer holds 45,35,994 (Forty Five Lakhs Thirty Five Thousand Nine Hundred and Ninety-Four) Equity Shares, representing 75% of the Equity Capital of the Company.

1.3 In light of the Circular, the Acquirer has decided to provide exit to the Public Shareholders of the Company. This will also enable the Acquirer to obtain full ownership of the Company, which will provide enhanced operational flexibility to the Acquirer's business in India. Additionally, the Acquirer believes that on account of the low liquidity in the shares, the Exit Offer would provide the Public Shareholders with an ability to exit fully at a price which is determined by an independent valuer being appointed from the list of independent valuers released by the National Stock Exchange (“NSE”, the Designated Stock Exchange) for the purpose of carrying out valuations for such exit offers. Accordingly, the Acquirer seeks to acquire up to 15,12,006 (Fifteen Lakhs Twelve Thousand and Six) Equity Shares representing the balance 25% of the Equity Capital from all the Public Shareholders of the Company.

1.4 Pursuant to the Circular, on November 22, 2016, the Board of Directors of the Acquirer decided to provide Exit Offer to the Public Shareholders of the Company and intimated the same to the Company. Further, the Board of Directors of the Company, vide meeting dated December 02, 2016, took note ofthe proposed Exit Offer to be provided by the Acquirer to the Public Shareholders of the Company.

1.5 The Public Announcement was issued in the following newspapers on 11.02.2017 as required under the Circular:

Newspaper Language Editions

Business Standard English All

Business Standard Hindi All

Aapla Mahanagar Marathi Pune & Mumbai

1.6 The Acquirer will inform the Public Shareholders, by way of a notice in the aforementioned newspapers in which the Public Announcement was made, of material changes, if any, to the information set out in this Letter of Offer.

2. BACKGROUND OF THE ACQUIRER

2.1 The Acquirer was incorporated on March 9, 1973 under the laws of Singapore, under the name "Telemecanique Far East Co. Pte. Limited" with number 1973000426M. The registered office of the Acquirer is located at 10, Ang Mo Kio Street 65, #1-01/03 TechPoint, Singapore, 569059,Tel: +65 64823323, Fax: +65 64816312.

2.2 The name of the Acquirer changed to "Schneider South East Asia (HQ) Pte Ltd" with effect from October 1, 1993.The name of the Acquirer was changed again to "Schneider Electr ic South East Asia (HQ) Pte Ltd" with effect fromOctober 15, 1999.

2.3 The Acquirer is engaged in the business of general management and administration service, technical support services, marketing & planning, research & development, industrial management and procurement support services in power and its related fields.

2.4 The issued and paid-up share capital of the Acquirer is SGD 493,931,178 (Singapore Dollars Four Hundred and Ninety Three Million Nine Hundred and Thirty One Thousand One Hundred and Seventy Eight only), i.e., Rs23,249,340,548.46 (Indian Rupees Two Thousand Three Hundred Twenty Four Crores Ninety Three Lakhs Forty Thousand Five Hundred Forty Eight and Paisa Forty Six only) consisting of 493,931,178 (Four Hundred and Ninety Three Million Nine Hundred and Thirty One Thousand One Hundred and Seventy Eight) equity shares each of a value of SGD 1 (Singapore Dollars One) i.e., Rs 47.07 (Indian Rupees Forty-Seven and paisa Seven only) (approx.) as on February 10, 2017.

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2.5 The Acquirer is a wholly owned subsidiary of Schneider Electric Industries SAS, which in turn is a wholly owned subsidiary of Schneider Electric SE, a company incorporated under the laws of France.

2.6 As on the date of this Letter of Offer, the shares of the Acquirer are not listed on any stock exchange and the shareholding pattern is as follows:

Name of the shareholder Number of shares Voting rights

No of shares % of shareholding Voting rights %

Schneider Electric Industries SAS 493,931,178 100 493,931,178 100

Total 493,931,178 100 493,931,178 100

3. BACKGROUND OF THE COMPANY

3.1 The Company is a public company, limited by shares, incorporated on October 22, 1984 under the CompaniesAct, 1956. The registered office is located at 5C/1, KIADB Industrial Area, Attibele, Bangalore-562107, Karnataka, India.

3.2 The Equity Shares of the Company were listed on the Pune Stock Exchange [“PSE”] and Bangalore Stock Exchange [“BgSE”] and have been permitted to trade on the BSE Indo Next segment of the BSE. However, BgSE got de-notified onDecember 26, 2014 and subsequently PSE got de-notified on April 13, 2015. Thereafter, post de-notification of PSE, the equity shares of the Company were moved to the Dissemination Board of NSE on July 25, 2016

3.3 The Company is engaged in the business of manufacturing of modular enclosures and offers a comprehensive range of products covering the electronics and data communication industry. The products manufactured by the Company include standard server racks, which include Cyberack, SmartRack, Table Rack and Accessories; networking racks, which includes Closed Racks and Open Racks; industrial cabinets, which includes Series 36; analog keyboard, video, mouse (KVM) switching, which includes Switch View 1000 4-port KVM Switch; digital KVM switches; electromagnetically compatible (EMC) cabinets; Street Side Enclosures; Industrial Cabinets; Server Lifter; Enclosure Security Access, and Rackmount liquid crystal display (LCD) Keyboard Drawers, which includes Rackmount Screen Technology and LCD Console Tray.

3.4 The key standalone financials for the Company are as under:Rs. in Million

Year Ending 31-Mar-14 31-Mar-15 31-Mar-16

Total Income 1,654.65 1,658.12 2,022.70

(Loss)/Profit before Taxation (48.19) (37.18) 81.40

(Loss)/Profit after Taxation (48.19) (37.18) 63.87

Share Capital 60.48 60.48 60.48

Reserves & Surplus 297.23 248.91 312.78

Total Shareholder's Funds 357.71 309.39 373.26

Non Current Liabilities 174.29 216.13 229.04

Current Liabilities 697.28 770.13 668.61

Total Liabilities 871.57 986.26 897.65

Non Current Assets 456.86 465.82 465.47

Current Assets 772.42 829.83 805.44

Total Assets 1,229.28 1,295.65 1,270.91

Earning per Share in Rs. (7.97) (6.15) 10.56

Net Asset Value per share in Rs. 59.15 51.16 61.72

Return on Net Worth (%) -13.47% -12.02% 17.11%

Source: Annual reports of the CompanyNote: Return on Net Worth calculated as Profit after tax/Net Worth as at end of the year

3.5 Further information about the Company may be obtained from its website www.schneiderelectricpresident.com.

4. DETERMINATION OF EXIT PRICE

4.1 Based on the list of independent valuers empaneled by NSE, the Acquirer has appointed Mr Rakesh Gupta of M/s Dass Gupta & Associates (“Valuer”) as the independent valuer for carrying out valuation of shares of the Company for determining the exit price for the Exit Offer.

4.2 As per the valuation report, the per share value of the Company is determined at Rs 200.40 (“Exit Price”), at which price the Acquirer will acquire shares from the Public Shareholders of the Company pursuant to the Exit Offer. Such fair value of the equity shares has been derived based on the current and future cash flows and earnings capacity of the Company.

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5. DATES OF OPENING AND CLOSING OF OFFER PERIOD

Public Shareholders may tender their shares ("Offer Shares") by submitting a Form of Acceptance (enclosed with the Letter of Offer) to Universal Capital Securities Private Limited, the Registrar and Share Transfer Agent (“RTA”) of the Company. The period during which Public Shareholders may tender their Offer Shares to the RTA pursuant to the Exit Offer Process ("Offer Period") shall commence at 10:00 AM on February 24, 2017 ("Offer Opening Date") and closes at 5:00 PM on March 10, 2017 ("Offer Closing Date").The Form of Acceptance received after 5:00 PM on the Offer Closing Date (i.e., March 10, 2017) will not be considered as valid tender during the Offer Period. The payment to such shareholders will be made as per Clause 8.3 of Letter of Offer.

6. DETAILS OF TENDERING OF SHARES

6.1 The Public Shareholders may submit their shares by completing the Form of Acceptance and submitting the forms to the RTA by hand delivery, registered or speed post (at their own risk and cost), clearly marking the envelope "Schneider Electric President Systems Exit Offer", so as to ensure that their Offer Forms are delivered to the RTA, on or before 5:00 PM on the Offer Closing Date at the following address – Mr. Rajesh Karlekar, Universal Capital Securities Private Limited, #21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai –400093; Tel: (022) 28207203-05, 28366620 Email – info@unisec.in. Form of Acceptance submitted by hand delivery must be delivered to the RTA on working days during 10:00 AM to 5:00 PM.

6.2 The RTA has opened a special depository account with Central Depository Services (India) Limited (the "Special Depository Account"), details of which are as follows

Special Depository Account Name SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LTD.

EXIT OFFER ESCROW ACCOUNT– Operated by

Universal Capital Sec.

Name of Depository Participant Sushil Financial Services Private Limited

Depository Participant Identification Number 12028900

Client Identification Number 01445298

ISIN No. of Schneider Electric President Systems Limited scrip INE155D01018

6.3 The public shareholders, who hold Equity Shares in dematerialized form, should transfer their Offer Shares from their respective depository accounts to the Special Depository Account. A photocopy of the delivery instructions or counterfoil of the delivery instructions submitted to the depository participant of the Public Shareholder's depository account and duly acknowledged by such depository participant crediting Public Shareholder's Equity Shares to the aforesaid Special Depository Account should be attached to the Form of Acceptance to be delivered to the RTA, on or before 5:00 PM on the Offer Closing Date. Public Shareholders who hold their Offer Shares through National Securities Depository Limited will have to execute an inter-depository delivery instruction for the purpose of crediting their Offer Shares in favour of the Special Depository Account. In case of non-receipt of the aforesaid documents, but receipt of the Shares in the special depository account, the Offer shall be deemed to have been accepted.

6.4 All transfers should be in OFF MARKET MODE. Multiple tender from the same depository account are liable to be rejected.

6.5 In case of shareholders holding shares in physical mode, the 'Form of Acceptance' should be accompanied with the following:

(i) registered Public Shareholders should submit the duly signed and executed share transfer form(s)(Form SH-4), along with original share certificate(s) and self-attested photocopy of PAN Card of shareholder(s) as the transferor(s); and

(ii) unregistered Public Shareholders should submit the original contract note issued by a registered share broker of a recognized stock exchange through whom such Offer Shares were acquired and the original share certificate(s) and self-attested photocopy of PAN Card of shareholder(s) and transfer forms, duly signed and executed by the transferor(s)

In each case, the Public Shareholders must submit the relevant documents either by hand delivery or by registered post or by courier so that these are received by the RTA before 5:00 PM on the Offer Closing Date.

6.6 It shall be the responsibility of the Public Shareholders tendering their Offer Shares in the Exit Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals) if any, required by them, prior to tendering in the Exit Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Form of Acceptance, wherever applicable. Once the dematerialized Offer Shares are credited to the Special Depository Account or physical Offer Shares submitted to the RTA, the Acquirer shall assume that the Public Shareholders have submitted their shares only after obtaining applicable approvals, if any. The Acquirer reserves the right to reject those Form of Acceptance which are submitted without attaching a copy of such required approvals, including approvals, if any, from the RBI.

6.7 The RTA will hold in trust the dematerialized Offer Shares deposited in the Special Depository Account and the share certificate(s) and transfer form(s) delivered to it, as the case may be.

6.8 The international securities identification number (ISIN) for the Equity Shares is INE155D01018.

6.9 In the event that some Public Shareholders do not receive, or misplace their Letter of Offer, they may obtain a copy of the same by writing to the RTA.

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6.10 The Offer Shares to be acquired under this Exit Offer are to be acquired free from all liens, charges and encumbrances and together with all rights attached thereto. The Offer Shares that are subject to any liens, charges or encumbrances or are a subject matter of litigation are liable to be rejected.

6.11 Shareholders should also provide all relevant documents, which are necessary to ensure transferability of shares in respect of which the application is being sent failing which the tender would be considered invalid and would be liable to be rejected. Such documents may include (but not be limited to)

(i) Duly attested death certificate and succession certificate (for single shareholder) in case the original shareholder has expired.

(ii) Duly attested power of attorney, if any person apart from the shareholder has signed acceptance form or transfer form(s).(iii) In case of companies, the necessary certified corporate authorizations (including board and/or general meeting resolutions)

Also refer Form of Acceptance for documentation requirement.

7. BANK GUARANTEE

7.1 The estimated consideration payable, based on the price of Rs. 200.40 per equity share as determined by the Valuer, is Rs. 30,30,06,003 (Rupees Thirty Crores Thirty Lakhs Six Thousand Three only) [ie Number of Equity Shares to be purchased from Public Shareholders –15,12,006* Rs. 200.40 per equity share].

7.2 To provide security of payment by Acquirer to public shareholders, Citibank N.A. at the request of the Acquirer, has issued a bank guarantee in favour of the NSE, pursuant to a deed of guarantee dated February 13, 2017("Bank Guarantee") for an aggregate amount of Rs. 30,30,06,003 (Rupees Thirty Crores Thirty Lakhs Six Thousand Three only) representing the estimated consideration payable as calculated in Paragraph 7.1 above. The said bank guarantee has been deposited with NSE. In case the Acquirer fails to make payment to Public Shareholders, NSE has a right to invoke bank guarantee and make the payment to Public Shareholders.

8. PROCEDURE FOR SETTLEMENT

8.1 All the Public Shareholders who have tendered the shares along with all necessary documents and are verified to be genuine, shall be paid the Exit Price for each Offer Share validly tendered, subject to applicable taxes as described in para 12 below, within Fifteen (15)working days from Offer Closing Date (i.e., by March 31, 2017) by way of electronic credit and such electronic credit will be made in the nameof the first holder in case of joint holders of Equity Shares.

8.2 Offer Shares from any invalid Tender will: (i) in the case of dematerialized Offer Shares deposited in the Special Depository Account, be credited back to the respective depository account with the respective depository participants as per the details furnished by the relevant Public Shareholder in the Acceptance Form; and (ii) in the case of physical Offer Shares, share certificate(s) be dispatched together with the share transfer form to the relevant Public Shareholders by registered post/speed post, at the Public Shareholder's sole risk; the actions in respect of (i) and (ii) above being completed within Thirty (30) working days from the Offer Closing Date.

8.3 Additionally, the Public Shareholders whose Offer Shares have not been tendered during the Offer Period may validly tender their Equity Shares to the Acquirer at the Exit Price during a period of up to Twelve (12) months from the date of closure of offer ie by March 11, 2018 (the "Exit Window"). Such Public Shareholders may tender their Equity Shares by submitting the required documents to the RTA [refer paragraph 6 for manner of settlement and documents required to be accompanied with the Acceptance Form] during the Exit Window and subject to genuineness of the offer, payment will be made to the shareholders within Forty Five (45) working days thereof. In case of any invalid tender, similar to clause 8.2 above, the shares will be credited back to the respective depository account (in case of demat shares) or share certificates along with share transfer form(s)(in case of physical shares) be dispatched back, through registered post/speed post (at the Public Shareholder's sole risk), to the shareholders within Forty Five (45) working days of tendering of shares.

9. PROPOSED TIMETABLE FOR THE EXIT OFFER

Activity Day and Date

Public Announcement by the Acquirer February 11, 2017

Specified Date February 10, 2017

Offer Opening Date (10:00 AM) February 24, 2017

Offer Closing Date (5:00 PM) March 10, 2017

Last date for payment of consideration to the Public Shareholders March 31, 2017

#Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all Public Shareholders (registered or unregistered) of the Equity Shares are eligible to participate in the Exit Offer any time before and on the Offer Closing Date.

All the dates are subject to change and are dependent on obtaining all the requisite statutory and regulatory approvals' as may be applicable. In the event there is any change in the proposed timetable, it will be announced by way of a corrigendum to the Public Announcement in the same newspapers in which the Public Announcement was made in the newspapers listed in Clause 1.5.

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10. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY

10.1 The authorized share capital of the Company is Rs. 12,00,00,000 (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs. 10 (Rupees Ten) each. The issued, subscribed and paid-up share capital of the Company is Rs 6,04,80,000 (Rupees Six Crores Four Lakh Eighty Thousand only) divided into 60,48,000 (Sixty Lakhs Forty-Eight Thousand) equity shares of Rs10 (Rupees Ten) each.

10.2 The shareholding pattern of the Company as on February 10, 2017 was as follows:

Shareholders Category Number of Equity Shares Percentage

Promoter/Acquirer's Shareholding

Promoter/Acquirer 4,535,994 75.00%

Sub-Total (a) 4,535,994 75.00%

Non-Promoter Shareholding

Institutions

Banks 2,650 0.04%

Non-institutions

Corporate 152,150 2.52%

Individual shareholders 1,325,216 21.91%

NRIs 8,969 0.15%

Clearing members 23,021 0.38%

Sub-Total (b) 1,512,006 25.00%

GRAND TOTAL (a) + (b) 6,048,000 100.00%

10.3 As on the date of this Letter of Offer, there are no partly paid-up shares, convertible instruments or stock options or any other instruments that may result in the issuance of equity shares by the Company.

10.4 The likely post-exit offer shareholding pattern of the Company, assuming that all the Offer Shares held by the Public Shareholders are acquired pursuant to the offer, will be as follows:

Shareholder No of equity Shares Percentage

Schneider Electric South East Asia (HQ) Pte Ltd. (a) 6,048,000 100%

Non-Promoter shareholding (b) - -

GRAND TOTAL (a) + (b) 6,048,000 100%

11. STATUTORY AND REGULATORY APPROVALS

11.1 To the best of the Acquirer's knowledge, as of the date of this Letter of Offer, no statutory or regulatory approval is required to acquire the Offer Shares by the Acquirer. If any statutory or regulatory approvals become applicable: (i) the acquisition of the Offer Shares by the Acquirer will be subject to such statutory or regulatory approval; and (ii) in the event that receipt of such statutory or regulatory approval is delayed, changes to the proposed timetable, if any, will be notified to the Public Shareholders by way of a corrigendum to the Public Announcement in the same newspapers in which the Public Announcement appeared.

11.2 It shall be the responsibility of the Public Shareholders to obtain any requisite approvals (including corporate, statutory or regulatory approvals), prior to tendering of the shares and the Acquirer assumes no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Form of Acceptance, wherever applicable. On receipt of the Offer Shares, the Acquirer shall only assume that the eligible Public Shareholders have submitted their shares once applicable approvals (if any) have been obtained.

11.3 If the holders of the Offer Shares who are not persons resident in India (including NRIs, OCBs and FIIs) had required any approvals (including from the RBI, the FIPB or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Offer Shares along with approval(s) for transfer of such shares pursuant to this Exit Offer and other documents required to be tendered to accept this Exit Offer. In the event such approvals are not submitted, the Acquirer reserves the right to reject such Offer Shares tendered in this Exit Offer.

12. TAX DEDUCTED AT SOURCE

All the Public Shareholders would be either classified as resident or non-resident, determined on the basis of criteria laid down in the Income Tax Act, 1961 ("IT Act"). Tax withholding for resident Public Shareholders and non-resident Public Shareholders are mentioned as under:

Withholding tax for Public Shareholders being Tax Residents of India

a) No Tax will be deducted at source for Public Shareholders who are tax residents of India. Resident Public Shareholders must specify the details requested in the Form of Acceptance, including but not limited to their Residential Status.

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Withholding tax for Public Shareholders who are not Tax Residents of India

a) As per the provisions of Section 195(1) of the IT Act, any person responsible for paying to a non-resident any sum chargeable to tax is required to deduct tax at source (including cess & surcharge as applicable). Since, the consideration payable under the Exit Offer would be chargeable to capital gains under Section 45 of the IT Act, Acquirer will need to deduct tax at source (including cess & surcharge as applicable) at the applicable tax rate on the entire consideration payable to the following categories of Public Shareholders, who are not tax residents of India as given below:

• Non-Resident Indians/Overseas Corporate Bodies/Non-Domestic Companies: Acquirer will deduct tax at source at the applicable rates (including applicable cess & surcharge) on the Exit Price as may be applicable on short-term capital gains or business profits or long-term capital gains, as the case may be.

• Foreign Institutional Investors ("FII"): Acquirer will not deduct tax at source on the Exit Price if the Shares are held on investment/ capital account in view of the provisions of Section 196D(2) of the IT Act read with the provisions of Section 115AD of the IT Act. Tax will be deducted at source at the applicable rates (plus cess & surcharge as applicable) on the Exit Price if the Shares are held on trade account or if the FII fails to certify in the Form of Acceptance that the Shares are held by it on investment/capital account.

b) The rate of deduction of tax in the case of non-residents is dependent on several factors. Since the Acquirer doesnot have in-house information in respect of various non-resident Public Shareholders, such Public Shareholdersmust specify the details requested in the Form of Acceptance, including but not limited to the following information:(i) Residentialstatus of the Public Shareholder; (ii) Category to which the non-resident Publicshareholder belongs i.e., NonResident Indian, Overseas Corporate Body, Non-domestic company, Foreign Institutional Investor, FII other than acompany or any other non-resident; (iii) Date of acquisition of Equity Shares; (iv) Whether the Equity Shares areheld on investment account or trading account; (v) Whether the shares qualify as long term capital asset or shortterm capital asset; and (vii) availability of Form 10F.

Further, for the purpose of determining whether the capital gains are short-term or long-term, Acquirer shall takethe following actions based on the information obtained from the Company.

• In the case of Shares held in physical form that are registered with the Company in the name of the Shareholder, the date of registration of the Shares with the Company shall be taken as the date of acquisition.

• In the case of Shares held in a physical form and where the Shareholder is not the registered Shareholder, the capital gain shall be assumed to be short-term.

• In the case of dematerialized Shares, the date of credit of the Shares to the Shareholders Demat Account shall be taken as the date of acquisition.

In case of the documents/information as requested are not submitted to the Acquirer or the Acquirer considers the documents/information submitted to be ambiguous/incomplete/conflicting, the capital gain shall be assumed to be short-term and Acquirer reserves the right to withhold tax on the gross consideration at the applicable rate.

c) If the aforementioned categories of Shareholders require the Acquirer not to deduct tax or to deduct tax at a lower rate or on a lower amount, they would need to obtain a certificate from the Income Tax authorities under Section195(3) or under section 197(1) of the IT Act, and submit it to the Acquirer while submitting the Form of Acceptance. On failure to produce such certificate from the Income Tax authorities, Acquirer will deduct tax as aforesaid on the entire consideration, and a certificate in the prescribed form shall be issued to that effect.

d) The TDS provisions summarized above are applicable only to those Public Shareholders who have obtained Permanent Account Number ("PAN") under the IT Act and furnished the same in the Form of Acceptance. A self-attested copy of the PANcard/PAN allotment number is also required to be attached as evidence.

If PAN is not mentioned in the Form of Acceptance or a self attested copy of PAN card/PAN allotment letter is not attached, the seller shareholder should provide address of the country of residence, email ID and contact number Tax Residency Certificate [if the law of country of residence provides for such certificate], and Tax Identification Number [“TIN”] or in the absence of TIN, a unique identification number is required to be furnished through which the deductee is identified in the country of residence. In the absence of such documents and in view of Section 206AA of the IT Act, the Acquirer will arrange to deduct tax at the rate of 20% or the rate as may be applicable to the category of the Public Shareholder under the IT Act, whichever is higher.

Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective as sessing officers in their case, and the appropriate course of action that they should take. Acquirer do not accept any responsibility for the accuracy or otherwise of such advice. Further, the tax laws as mentioned above are based on the prevailing provisions of the IT Act and may undergo change in view of any amendment, if any made in the IT Act. Acquirer reserves the right to apply the rates for tax withholding as applicable at the time of payment to shareholders.

13. CONTACT PERSON

The Contact Person from the Company is Mr. Ankur Singhal, Officiating Company Secretary, Phone: +91-124-3849038, Fax: +91-124-422-2036 and e-mail id ankur2.singhal@schneider-electric.com. In case the Public Shareholders have any queries concerning the non-receipt of credit or payment for Offer Shares or on exit offer processes and procedure, they may address the same to Mr. Ankur Singhal.

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14. GENERAL DISCLAIMER

Every person who desires to avail of the Exit Offer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Acquirer, the Registrar to the Exit Offer or the Company, whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such Exit Offer.

In this Letter of Offer, all references to "Rs." are references to the Indian Rupee. At some places "SGD" has been used, which represents Singapore Dollar. All data presented in SGD in this Letter of Offer has been converted into Rs.using a conversion rate of 1 SGD = Rs47.07 as on February 10, 2017 (Source: http://www.xe.com)

Signed on behalf of the Board of Directors of Schneider Electric South East Asia (HQ) Pte Ltd.

-Sd-Sumendra JainAuthorized Representative

Date : February 14, 2017Place: Gurgaon

Enclosures:

1. Form of Acceptance cum Acknowledgement2. Form SH-4 (Transfer Form) wherever applicable

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FORM OF ACCEPTANCE-CUM ACKNOWLEDGEMENT

(Please send this Form of Acceptance cum Acknowledgement with enclosures to Universal Capital Securities Pvt. Ltd. as mentioned in the Letter of Offer. All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

From :Folio No. / DP ID No. / Client ID No.:

Name :

Address :

Tel. No. : E-mail : To,M/s. Schneider Electric South East Asia (HQ) Pte. Ltd. C/o Universal Capital Securities Private Limited (Formerly, Mondkar Computers Private Limited)21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai – 400 093Contact Person: Mr. Ravindra UtekarEmail: info@unisec.inTel. No.: +91-22-28207203; Fax No.: +91-22-2820 7207

Dear Sir,

Sub.: Exit Offer to acquire upto 15,12,006 fully Paid-up Equity Shares of Rs.10/- each, representing 25.00% of the paid-up equity share capital and voting capital of Schneider Electric President Systems Limited ('Target Company''), at a price of Rs. 200.40/- (Rupees Two Hundred and Paisa Forty Only') per fully Paid-up Equity Share ('Exit Offer Price') payable in cash by Acquirer.

I/We refer to the Letter of Offer dated February 14, 2017 for acquiring the Equity Shares held by me/us in Schneider Electric President Systems Limited. I/We, the undersigned have read the Letter of Offer and understood their contents and unconditionally accept the terms and conditions as mentioned therein.

SHARES IN DEMATERIALIZED FORM

I/We, holding shares in the dematerialized form, accept the Offer and enclose the photocopy of the Delivery Instruction in 'Off-market' mode, duly acknowledged by theDepository Participant ('DP') in respect of my/ our shares as detailed below:

DP Name DP ID Client ID No. of shares Date of acquisition (for non resident shareholders only)

I/We have executed an off-market transaction for crediting the shares to the special depository account viz. 'SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LTD. EXIT OFFER ESCROW ACCOUNT– Operated by Universal Capital Securities Pvt. Ltd.' via

A delivery instruction from my account with Central Depository Services (India) Limited ('CDSL')

An inter-depository delivery instruction from my account with National Securities Depository Limited ('NSDL')

DP Name Sushil Financial Services Private Limited

DP ID – Client ID 12028900-01445298

ISIN No. INE155D01018

Depository Central Depository Services (I) Ltd. (CDSL)

In case of non receipt of the aforesaid documents, but receipt of the Shares in the special depository account, the Offer shall be deemed to be accepted. The Form ofAcceptance for which corresponding Shares have not been credited to the special depository account as on the date of closure of the Offer will be rejected.

SHARES IN PHYSICAL FORM

I/We accept the Offer and enclose the original share certificate(s), duly signed Form SH-4 (Transfer Form) and self attested photocopy of PAN Card(s) of all shareholder(s) in respect of my/our shares as detailed below.

Sr. Ledger Folio No(s) Certificate No(s) Distinctive No(s) No. of shares Date of acquisition

No From To (for non resident shareholders only)

1.

2.

3.

4.

5.

Total number of shares

(In case the space provided is inadequate, please attach a separate sheet with details.)

--------------------------------------------------------------------------------------------------Tear along this line --------------------------------------------------------------------------------------------------

ACKNOWLEDGEMENT SLIP

Received fro m Mr./Ms./M/s. _______________________________________________________________________________________________________________residing at _____________________________________________________________________________________________________________________________ Acceptance cum Acknowledgement for shares along with:

Demat Shares : Copy of depository instruction slip from DP ID Client ID_______________________________________________________

Physical Shares : Share Certificate(s) under folio number(s) for accepting the Exit Offer made by the Acquirer.

Stamp of Collection Signature of Official Date of Receipt Centre

Status: Please tick appropriate box

Residential

Individual

Foreign Institutional

Investors / Foreign

Portfolio Investors

Insurance Company

Foreign Company Non Resident Indian / OCB Foreign National

Body Corporate Bank / Financial Institution Others (specify)

OFFER

FEBRUARY 24, 2017 (FRIDAY)

MARCH 10, 2017 (FRIDAY)

OFFER OPENS ON

OFFER CLOSES ON

For NRIs/ OCBs/ FIIs/ Foreign Shareholders:

I/We have enclosed the following documents:

No Objection Certificate / Tax Clearance Certificate from Income Tax Authorities.

RBI approvals for acquiring and transferring shares of Schneider Electric President Systems Limited tendered in the Offer.

Form 10F

Copy of Permanent Account Number (PAN)Card. In the absence of PAN, the following documents be provided

Tax Residency Certificate

Tax Identification Number or a unique identification number through which the deductee is identified in the country of residence

I/We, confirm that the tax deduction on account of equity shares of Schneider Electric President Systems Limited held by me/us is to be deducted on (tick whichever is applicable):

Long-term capital Gains

Short-term capital gains

Trade Account

For income tax considerations, please refer para 12 of the Letter of Offer.

Further, For FII Shareholders:

I/We, Confirm that the equity shares of Schneider Electric President Systems Limited are held by me/us on (select whichever is applicable):

Investment / Capital Account

Trade Account

For income tax considerations, please refer para 12 of the Letter of Offer.

I/We note and understand that the Registrar to the Offer will hold the original share certificate(s) and valid Form SH-4 (transfer form) in trust for me/us until the time

the Acquirer dispatches the purchase consideration as mentioned in the Letter of Offer.

I/We note and understand that the shares would lie in the special depository account until the time the Acquirer dispatches the purchase consideration as

mentioned in the Letter of Offer.

I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures.

I/We confirm that the equity shares of Schneider Electric President Systems Limited which are being tendered herewith by me/us under this Offer are free from

liens, charges and encumbrances of any kind whatsoever.

I/We authorize the Acquirer:

1. To acquire the shares so offered which it may decide to accept in terms of the Letter of Offer.

2. To return to me/us, share certificate(s)/ shares in respect of which the Offer is not found valid/not accepted without specifying the reasons thereof.

I/We authorize the Acquirer and the Registrar to the Offer for the electronic credit of the payment as the full and final settlement of the amount due to me/us and/or

sending [registered/ speed post] of other documents or papers or correspondence to the sole/first holder.

Bank Details

Shareholders will be paid consideration for the shares tendered by them via DC/NACH /RTGS/NEFT of Reserve Bank of India and are requested to provide photocopy of

cancelled cheque along with following Bank Account Details:

Name of the Bank Branch

Account Number Savings/Current/(Others: please specify)

9 digit MICR code IFSC Code**

**only incase of RTGS and NEFT

Yours faithfully,Signed and Delivered

............................................................................................................................... Tear along this line................................................. .............................................................

All queries in this regard to be addressed to the Registrar to the Offer at the following address quoting your reference Folio No/DP ID/Client ID:

Universal Capital Securities Private Limited(Formerly, Mondkar Computers Private Limited)

21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai – 400 093Tel. No.: +91-22-2820 7203-05, Fax No.: +91-22-2820 7207

Email: info@unisec.in, Contact Person : Mr. Ravindra Utekar

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Full Name(s) of the shareholders Signature

First/Sole Holder

Joint Holder 1

Joint Holder 2

Address of First/Sole Shareholder ___________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________________

Place : ______________________

Date : _______________________

PLEASE NOTE THAT NO SHARES / FORMS SHOULD BE SENT DIRECTLY TO THE ACQUIRER OR TO THE COMPANY

GENERAL INSTRUCTIONS

((1) In case of shares held in joint names, names should be filled up in the same order in the Form and in the transfer deed(s) as the order in which they hold shares in Schneider Electric President Systems Limited and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting the Offer.

(2) In case where the signature is subscribed by thumb impression, the same shall be verified and attested by a Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a Public Office and authorized to use the seal of his office.

(3) Shareholders of Target Company having their beneficiary account in NSDL has to use inter depository delivery instruction slip for the purpose of crediting their equity shares in favour of the special depository account with CDSL.

(4) Non-resident shareholders should enclose copy(ies) of permission received from Reserve Bank of India, if any, to acquire shares held by them in Schneider Electric President Systems Limited.

(5) In case of bodies corporate, certified copies of appropriate authorization (including Board / shareholder resolutions, as applicable) authorizing the sale of shares along with specimen signatures duly attested by a bank must be annexed.T he common seal should also be affixed

(6) Shareholders have an option to receive the consideration through National Automated Clearing House(NACH).Payment of consideration shall be made through NACH, where NACH clearing are managed by National Payments Corporation of India (NPCI).

(7) All the shareholders should provide all relevant documents which are necessary to ensure transfer ability of the shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to):(a) Duly attested death certificate and succession certificate (in case of single shareholder) in case the original shareholder has expired. (b) Duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s).

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