329 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. Performance shares (Long-term incentive plan – LTIP) LTIP links the largest part of the Chairman and CEO’s compensation with the long-term performance of the Group and the actual outcome varies with performance against criteria linked directly to strategic priorities. Shares granted are subject to a vesting period of three years with an additional mandatory one year holding period for 30% of shares which are granted under the Plan reserved to the Corporate Officers. For threshold performance, 0% of shares granted will vest, for maximum, 100% will vest. Vesting will normally operate on a straight-line basis between these points. Shares granted Shares released 30% of shares that vest Performance assessed & shares vest (70% released) Year 1 Perfomance period Year 2 Year 3 Year 4 LTIP time horizon Long-term incentive plan 1 year holding period The 2022 LTIP criteria will remain the same as in 2021, in line with Company’s objectives and the proposals approved by shareholders under the LTIP resolution at the 2019 Annual Shareholders’ Meeting on April 25, 2019 (21 st resolution) with two changes regarding the vesting scale of the criterion of TSR compared to a bespoke industry panel of 11 companies which would be made more stringent (no vesting under the median of the group would be allowed) and the disclosure of the targets set for the improvement of the adjusted Earnings per share criterion which will be disclose ex-post allowing shareholders to ensure the stringency of the targets set by the Board. In order to align the interests of the Group’s executives to those of the shareholders, in 2022, the Board will allocate Performance Shares to more than 3,500 Group executives and Senior Management, leaders, and key talents (Plans n° 40 and 41). For Group Senior Management, 100% of shares allocated will be subject to performance conditions measured over three years. The maximum annual award to the Corporate Officer for 2022, valued in accordance with IFRS standards, will be now capped at 200% of the combined fixed and target short-term variable compensation at the date of grant to ensure that it does not represent a disproportionate percentage of his overall compensation. The volume of the annual award will be set in consideration of: • The market practice and competitive positioning of the Chairman and CEO’s compensation package; • The Group’s performance in 2021, acknowledged by the market; • The performance criteria applicable to the final acquisition of LTIP awards; • The culture of ownership deeply rooted in Schneider Electric’s DNA. In the context described above, the Board decided that the number of shares granted to the Chairman and CEO continues to be reasonable in terms of quantum and market practice for comparable roles; it rewards the Company’s resilient performance in a challenging year and supports the culture of ownership strongly promoted by Schneider Electric. Performance conditions 100% measurable and quantifiable criteria 75% Financial & TSR and 25% Sustainability Performance conditions and weightings applicable to the 2022 LTIP: • 40%, improvement of Adjusted Earning per share ; • 35%, relative TSR performance of Schneider Electric: − 17.5% measured vs. a bespoke panel of 11 companies: ABB, Legrand, Siemens, Eaton, Emerson, Honeywell, Johnson Controls, Rockwell Automation, Fuji Electric, Mitsubishi Electric, and Yokogawa, − 17.5% measured vs. CAC 40 companies; • 25%, based on Schneider Sustainability External & Relative Index (SSERI) .