321 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. Shares granted under the 2019 LTIP were subjected to performance conditions as follows: 40% Organic adjusted EBITA margin improvement 25% Cash conversion rate 20% Schneider Sustainability Impact 15% Relative TSR Average achievement rate for 2019, 2020 & 2021 2019 Actual result: +0.7pts Achievement rate: 100% 2020 Actual result: +0.2pts Achievement rate: 40% 2021 Actual result: +1.4pts Achievement rate: 100% Average achievement rate for 2019, 2020 & 2021 2019 Actual result: 121% 2020 Actual result: 159% 2021 Actual result: 87% Note in 2019, 2020 & 2021 2019 Actual result: 7.77 2020 Actual result: 9.32 2021 Actual result: 3.92 Ranking vs. peer group in December 2021 Actual result: Rank 1 st Weighted rate: 31.5% Weighted rate: 37.5% (1) Weighted rate: 16.86% Weighted rate: 22.5% (1) (1) The good level of cash conversion exceeded the initial target and the over-performance of the relative TSR condition off-set the under-performance of the adjusted EBITA condition (for 8.5%). 2021 was the final year of performance measurement for the LTIP 2019. Schneider Electric ranked 1 st on relative TSR, delivering 213% return to shareholders over the same three-year period, demonstrating a strong value creation for the shareholders. Schneider Electric delivered robust organic adjusted EBITA margin improvement year-on-year, largely beating initial targets, exceeding the cash conversion rate three-year target, and demonstrating consistent progress on the Group’s sustainability targets which are at the heart of the Group’s strategy. These strong results across the range of performance criteria led to a vesting outcome of 96.86% out of 100%. 0% 100% 31.5% 8.5% 25% 16.86% 96.86% 15 % Adjusted EBITA margin (organic) improvement (40%) Cash conversion Rate (25%) Relative TSR (15%) Schneider Sustainability Impact (20%) Total weighted achievement rate Achievement Scale LTIP 2019 Performance criteria achievement • Organic adjusted EBITA margin improvement (40%) – During the 3 years plan, the adjusted EBITA organic margin improved by more than +0.7pts on average, reflecting the successful execution of the strategy combining top line growth, positive net pricing, better mix, industrial productivity, and better efficiency to reduce SFCs. Overall, the achievement rate for this criterion was 31.5% (out of 40%). • Cash conversion (25%) – Our efforts on cash management delivered outstanding results consistently over the three- year period with an average cash conversion rate c. 122.3%, outperforming the target of 100% average cash conversion. The achievement rate for this criterion was set at 37.5%, including the over-performance of 12.5%, which contributed to the offsetting of the non-achievement of the adjusted EBITA margin criterion. • Relative TSR (15%) – The Group’s performance was acknowledged by the market and reflected in the stock price increase, which, combined with a robust dividend distribution policy and consistent share buy-back program to balance the dilution coming from allocation of Performance Shares and employee shareholding schemes, generated strong returns to shareholders over the period. Schneider Electric’s TSR was ranked 1 st versus the selected peers (ABB, Legrand, Siemens, Eaton, Emerson, Honeywell, Johnson Controls, Rockwell Automation, Fuji Electric, Mitsubishi Electric, and Yokogawa). The achievement rate for this criterion was set at 22.5%, including the over-performance of 7.5%, which contributed to the offsetting of the non-achievement of the adjusted EBITA margin criterion. • Schneider Sustainability Impact (SSI) (20%) – The SSI provides, on a scoring scale of 10, an overall measure of the Group’s progress on sustainability issues. Over the last three years, Schneider Electric demonstrated strong delivery and continuous improvement on its sustainability programs. The SSI reached a score of 3.92/10 end of 2021 exceeding its 3.75/10 target set by the Board for this criterion, which resulted in an achievement rate of 80.2% for 2021 with overall 16.86% shares vesting out of 20% allocated to this criterion. The fact that the compensation mechanism has materialized this year does not create any disconnection between pay and performance considering that the payout rate actually reflects the good performance of the Company over the last 3 years and the strong 2021 results. In addition, this result is aligned with the shareholders’ experience, the TSR being 213% over this period. Historical vesting of the Corporate Officers’ Performance Share plans: LT I P 2 019 96.86% LT I P 2 018 9 8 .18% LT I P 2 017 99.54% LT I P 2 016 91.46% LT I P 2 015 71% LT I P 2 014 78%