www.se.com Schneider Electric Universal Registration Document 2021 462 Chapter 8 – Annual Shareholders’ Meeting 4. decides that the amount payable to the Company for all shares issued, or to be issued, and pursuant to this resolution shall be set by the Board of Directors on the basis of the trading price of the Company’s shares on Euronext Paris; the issue conditions shall be determined at the discretion of the Board of Directors on the basis of either (i) the first or last quoted trading price of the Company’s shares at the trading session on the date of the decision by the Board of Directors or the authorized representative there of setting the issue conditions, or (ii) of an average of the quoted prices for the Company’s shares during the twenty (20) trading sessions preceding the date of the decision by the Board of Directors or the authorized representative thereof setting the issue conditions under this resolution or setting the issue price under the 16 th resolution of this Annual Shareholders’ Meeting; the Board of Directors may set the issue price by applying a maximum discount of 30% of the trading price of the Company’s shares determined in accordance with either of the two methods set forth in clauses (i) and (ii) of this paragraph; the percentage of such discount applied to the trading price of the Company’s shares shall be determined by the Board of Directors taking into consideration, among other things, legal, tax, and regulatory provisions of foreign law applicable, as the case may be, to the persons benefiting from the issue; 5. hereby resolves that the Board of Directors shall have full authority, on the terms and conditions provided by law and within the limits set forth hereinabove, to implement and give effect to this authorization and determine the list of the beneficiaries and recipients within the classes described in this resolution and the number of securities to be offered to each thereof, provided that the Board of Directors may decide that the capital increase shall be completed for the amounts subscribed, on the condition that a minimum of 75% of the shares or other offered securities providing access to capital have been subscribed, as well as, among other things: • to determine the characteristics of the securities to be issued, to decide on the issue price, dates, time periods, terms and conditions of subscribing, therefore, paying the paid-in capital, or nominal amount thereof, delivery and effectiveness of the shares and equity securities, the lock-up, and early release period, within applicable limits of the law and regulations, • to record and determine the capital increase, to undertake the issuance of the shares and other securities carrying the right to acquire shares, to amend the Articles of Association accordingly, • and, as a general rule, to enter into any agreement, in particular to ensure the due and proper completion of the contemplated issuances, take all steps and complete any required formalities in connection with the issue, the listing and financial servicing of the securities issued under and this authorization, as well as the exercise of the rights attaching thereto, and, more generally, to do whatever may be necessary. This delegation (i) cancels, effective August 1, 2022, the authorization given by the Annual Shareholders’ Meeting of April 28, 2021, in its 23 rd resolution, for its amounts unused by the Board of Directors and (ii) is granted for a period of (18) eighteen months as from this Shareholders’ Meeting . 18 th resolution: Merger between IGE+XAO and Schneider Electric Explanatory statement Presentation of the merger plan Schneider Electric acquired, through its subsidiary Schneider Electric Industries SAS (“ SEISAS ”), 61.90% (1) of the share capital of IGE+XAO after a public tender offer initiated in November 2017 for the shares of IGE+XAO, pursuant to a combination agreement formed on November 7, 2017. To proceed with its plan to integrate IGE+XAO into the Schneider Electric group, SEISAS initiated a simplified public tender offer for the shares of IGE+XAO (2) in November 2021. At that time, Schneider had announced its intention: • to proceed with a squeeze-out in the event that SEISAS hold at least 90% of IGE+XAO’s capital and voting rights at the end of the offer; or alternatively • to merge in 2022 IGE+XAO into Schneider Electric SE, the listed holding company (the “ Merger ”). At the end of the offer, the shareholding of SEISAS in the share capital of IGE+XAO increased to 83.93% (3) . In accordance with its stated intentions, Schneider Electric announced its Merger plan in a press release dated November 29, 2021. All IGE+XAO shares currently held by SEISAS would be reclassified by transferring them to Schneider Electric immediately before the Merger takes place. In this context, the Board of Directors invites you, under the 18 th resolution , to approve the Merger. In accordance with applicable law, if the absorbing company holds less than 90% of the voting rights of the absorbed subsidiary, the merger must be approved by the Extraordinary General Meetings of both companies. As provided in the draft merger agreement (the “ Draft Merger Agreement ”) approved by the Schneider Electric’s Board of Directors and IGE+XAO’s Board of Directors, the Merger would imply the issuance of 342,023 Schneider Electric’s shares representing an increase of 0.06% of the share capital (4) , it being specified that the amount of the capital increase would be adjusted in the event of a change in the number of IGE+XAO shares held by Schneider Electric and/or in the number of shares comprising the share capital of Schneider Electric that may impact the exchange ratio. (1) Based on its share capital comprising 1,427,800 shares, representing at most 1,428,855 voting rights, at January 31, 2018. 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting