www.se.com Schneider Electric Universal Registration Document 2021 454 Chapter 8 – Annual Shareholders’ Meeting Text of the twelfth resolution (Renewal of the term of office of Mr. Anders Runevad) The Annual Shareholders’ Meeting, having satisfied the quorum and majority requirements for ordinary meetings, having heard the Board of Directors’ report, takes note that the term of office of Mr. Anders Runevad as a Director expires at the closing of this Shareholders’ Meeting and decides to renew it for a four-year (4) term expiring at the closing of the Annual Shareholders’ Meeting to be held in 2026 to approve the financial statements for the 2025 fiscal year. Text of the thirteenth resolution (Appointment of Mrs. Nivedita Krishnamurthy (Nive) Bhagat as a Director) The Annual Shareholders’ Meeting, having satisfied the quorum and majority requirements for ordinary meetings, having heard the Board of Directors’ report, decides to appoint Mrs. Nivedita Krishnamurthy (Nive) Bhagat as a Director for a four-year (4) term expiring at the closing of the Annual Shareholders’ Meeting to be held in 2026 to approve the financial statements for the 2025 fiscal year. 14 th resolution: Share buy-backs Explanatory statement As the pre-existing authorization comes to its term in October 2022, it is hereby proposed, in the 14 th resolution submitted to the Annual Shareholders’ Meeting, to reconduct, for a new eighteen-month period starting after the present Annual Shareholders’ Meeting, the authorization given to the Board of Directors to purchase the Company’s shares as part of a share buy-back program pursuant to the provisions of Article L. 22-10-62 of the French Commercial Code and European Regulation (EU) no. 596/2014 of April 16, 2014 on market abuse. We remind you that on February 14, 2019 Schneider Electric initiated a new €1.5 billion to €2.0 billion share buy-back program over the period 2019-2021. The program has been launched under the 15 th resolution approved at the 2018 Annual Shareholders’ Meeting and pursued under the 14 th , 17 th , and 15 th resolutions approved respectively at the 2019, 2020, and 2021 Annual Shareholders’ Meetings. These buy-backs were part of a policy to neutralize the dilution resulting from capital increases reserved for employees or from Long- term Incentive Plans. All the shares acquired by the Company as part of the share buy-back program are held to cover Long-term Incentive Plans. At the beginning of 2021, due to the economic uncertainty, and considering the on-going acquisitions, the share buy-back program remained on-hold after its suspension due to the COVID-19 crisis in 2020. The share buy-back program re-started at the end of July 2021 with the timeframe for completion extended by 12 months, to run until the end of 2022. Since the beginning of the program in 2019, a total €577,499,243 of share buy-back corresponding to 5,941,783 shares bought back by the Company had been completed including €261,659,633 of share buyback in 2021 corresponding to 1,809,054 shares bought back by the Company pursuant to the last authorizations. All the 12,455,824 treasury shares held on December 31, 2021 (representing 2.19% of the share capital) are allocated to employees and Corporate Officers as a long-term compensation tool. The authorization that you would give to the Board would allow to proceed to purchase shares for the purposes, amongst others, of: • their allotment to employees or Corporate Officers as a long-term compensation tool; • their delivery as a result of the exercise of rights attached to securities giving access to the Company’s capital; • their cancellation; • their delivery in connection with external growth operations; and • their disposal in the course of a share management agreement. Shares bought back may be canceled under the authorization adopted by the Annual Shareholders’ Meeting of April 28, 2021 (24 th resolution). The number of shares thus purchased, and the number of shares held may not exceed 10% of the share capital at any time (for reference purposes, based on the issued capital on December 31, 2021: 56,903,344 shares). The maximum purchase price of the shares would be set at €250 and the total amount allocated to the share repurchase program will not exceed €14.2 billion. As for previous years, the resolution prevents that the authorization be used during a public offering on the Company’s shares. Further information on the Company’s share buy-back programs can be found in section 7.2.5 of Chapter 7 of the 2021 Universal Registration Document. 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting