453 Life Is On | Schneider Electric www.se.com Chapter 8 – Annual Shareholders’ Meeting Shareholder Information 8. 11 th , 12 th , and 13 th resolutions: Renewal of Mrs. Linda Knoll and Mr. Anders Runevad, appointment of Mrs. Nivedita Krishnamurthy (Nive) Bhagat Explanatory statement As of March 29, 2021, the Board of Directors had fifteen members, including nine who are deemed independent within the meaning of the AFEP-MEDEF Corporate Governance Code, two Directors representing the employees and one Director representing the employee shareholders. Each year, the Board of Directors conducts a review to ensure that there is an appropriate balance in its composition and that of its committees. In particular, the Board seeks to ensure gender balance and broad diversity in terms of skills, experience, nationality, and age, as described in its diversity policy (see section 4.1.1.2 of Chapter 4 of the Universal Registration Document). The Board investigates and evaluates not only potential candidates, but also whether existing directors should seek reappointment based on their performance assessment. Above all, the Board seeks directors who show independence of mind and are competent, dedicated and committed, with compatible and complementary personalities. Mr. Willy Kissling, member of the Board of Directors for 21 years, and Mrs. Fleur Pellerin, member of the Board of Directors since 2018, have decided not to seek the renewal of their terms of office which expire at the closing of this Shareholders’ Meeting. The Board of Directors expressed its gratitude to Mr. Willy Kissling’s and Mrs. Fleur Pellerin’s dedication to the Board of Directors’ work and to their long-term commitment. As part of the Board’s continuous review of its composition, the Board of Directors asked the Governance & Remunerations Committee to make a recommendation on the renewal of Mrs. Linda Knoll and Mr. Anders Runevad, as well as search for complementary candidates in line with the skillset highlighted by its Board skills matrix and the challenges of the Company (see section 4.1.1.6 of Chapter 4 of the Universal Registration Document describing the directors recruitment process). In that respect, the Committee has analyzed Mrs. Linda Knoll’s and Mr. Anders Runevad’s situation with regards to their time commitment and availability to fulfill their duties. Neither of them holds an excessive number of directorships, and their individual attendance rates at Board and Committee meetings are high as indicated in their biography (see section 4.1.1.2 of Chapter 4 of the Universal Registration Document). The Board also assessed their respective contributions to the work of the Board and of the committees to which they belong, and decided that keeping them as directors was in the interests of the Company and consistent with the targeted composition of the Board as identified in the process described above. As a Director, Mrs. Linda Knoll brings to the Board of Directors experience in senior Human Resources executive roles with international groups. Mr. Anders Runevad brings to the Board the benefit of his experience as the former CEO of Vestas Wind Systems A/S and a strong profile on sustainability matters. The Governance & Remunerations Committee also identified the skills that would be necessary to diversify and strengthen the Board composition and hired an external recruitment firm (Heidrick & Struggles) to search for suitable candidates. Among these candidates, the Governance & Remunerations Committee preselected a short list and the members of the Committee interviewed the short- listed candidates. Following these interviews, the Committee recommended a candidate to the Board of Directors, Mrs. Nivedita Krishnamurthy Bhagat, also known as Nive Bhagat, who, on February 16, 2022, was appointed as an Observer with the aim to propose her appointment to the Shareholders’ Meeting. Mrs. Nive Bhagat, a British citizen, is currently Global Chief Executive Officer for Global Cloud Infrastructure Services of Capgemini and a member of its group executive committee. She will bring to the Board the experience and additional skillset based on her wide-ranging finance and business background especially in the field of digital and will further add to the gender diversity of the Board of Directors. She will also strengthen the profile of the Schneider Electric Board through her excellent knowledge of the Asian market. She will qualify as an independent Director with regard to all the criteria set by Article 9.5 of the AFEP-MEDEF Corporate Governance Code and, if appointed, will join the Digital Committee. Acting upon recommendation of the Governance & Remunerations Committee, the Board of Directors propose to shareholders: • in the 11 th resolution, to renew the term of office of Mrs. Linda Knoll for a four-year (4) term; • in the 12 th resolution, to renew the term of office of Mr. Anders Runevad for a four-year (4) term; and • in the 13 th resolution, , to appoint Mrs. Nive Bhagat as a Director for a four-year (4) term. Should these resolutions be approved, the Board of Directors would consist of 14 members (including one Director representing the employee shareholders and two Directors representing the employees), with an independence rate of 82% and 45% of women (excluding the three Directors who are also employees) and 79% being of non-French origin or nationalities. Mrs. Linda Knoll, Mr. Anders Runevad, and Mrs. Nive Bhagat’s biographies are provided in section 4.1.1.2 of Chapter 4 of the 2021 Universal Registration Document. Text of the eleventh resolution (Renewal of the term of office of Mrs. Linda Knoll) 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 Mrs. Linda Knoll 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.