www.se.com Schneider Electric Universal Registration Document 2021 268 Chapter 4 – Corporate Governance Report Vice-Chairman & Lead Independent Director’s introduction Fred Kindle Vice-Chairman & Lead Independent Director 4.1 Governance Report Dear Shareholders, 2021 was a record year and has set the foundation for ongoing sustainable growth with all-time high revenues, adjusted EBITA margin and net income. These strong results, achieved amidst ongoing sanitary and supply constraints, were testament to the success and robustness of the strategy implemented under the leadership of Jean-Pascal Tricoire, Chairman & CEO. This then led the Board to propose a dividend of €2.90, the 12 th year of consecutive dividend progression. 2021 was also the year where we were recognized by Corporate Knights as the world’s most sustainable corporation. In the year, the Board, in its commitment to continually raising the bar on sustainability, launched our new and ambitious Schneider Sustainability Impact 2021-25 program. We are off to a strong start achieving a score of 3.92 against a year-one target of 3.75. During the year, the Board continued to improve and reinforce its composition, and invites you to support the appointment of Ms. Nive Bhagat as a new Independent Director at the Shareholders’ Meeting. On February 16, 2022, Ms. Nive Bhagat was appointed by the Board as an Observer upon the recommendation from the Governance & Remunerations Committee who conducted the search process for new candidates. Ms. Nive Bhagat is currently Global Chief Executive Officer for Global Cloud Infrastructure Services of Capgemini and a member of their Group Executive Committee. She will bring to the Board her experience and an additive skillset derived from her wide-ranging finance and business background in the digital space. She will further strengthen the Schneider Board through her excellent knowledge of the Asian market. I invite you also to renew the terms of office of Independent Directors Linda Knoll and Anders Runevad, both of them bringing many complementary skills to the Board. Throughout 2021, I had the opportunity to discuss our compensation policy and practices, engaging with many of Schneider Electric’s shareholders, as well as investor representative bodies. I will continue this dialogue into 2022. For 2021, the Board decided again to use the discretion clause provided in the existing Compensation Policy on annual variable compensation. Targets set at the beginning of 2021, which did not appear to be applicable anymore, were upgraded due to the much higher market growth than initially anticipated. This decision has been made to make targets more challenging and ensure a better alignment with the shareholder’s experience. For 2022, the Board of Directors wishes to maintain the overall stability of the Compensation Policy, which has markedly driven the right behaviors. It appears balanced, provides market competitive pay, ensures a strong link between pay and performance, solidifies alignment with both employees and shareholders, and incentivizes long-term focus. However, after taking into account shareholders’ feedback, the Board also proposes to implement the following changes to the 2022 Compensation Policy: (i) strengthening the LTIP vesting scale relating to the relative TSR criterion, with no vesting below median; (ii) committing to disclose ex-post the LTIP targets inherent to adjusted earnings per share, which will allow shareholders to better assess their stringency as well as the link between pay and performance; and (iii) expressing the LTIP cap related to the Corporate Officer as a percentage of his remuneration instead of a number of shares as previously provided. The Board hopes that these improvements will garner strong support among shareholders on the two resolutions that are submitted in relation to (i) the Say on Pay on the Chairman & CEO Compensation Policy, and (ii) the Long-Term Incentive Plan. In addition, you will be asked to approve the merger of our Company with its listed subsidiary IGE+XAO. This approval is requested in order to proceed with the plan to integrate IGE+XAO into the Schneider Electric Group following on the simplified public tender offer that was launched on the shares of IGE+XAO in November 2021. Further to this letter, I invite you to read the governance and compensation report as well as the notice of meeting. They provide more details on the governance structure of the Company as well as all draft resolutions you are asked to approve at the 2022 Shareholders’ Meeting. After these two last Shareholders’ Meetings held digitally, I count on your attendance at this Shareholders’ Meeting this year which will be held physically unless new pandemic- related restrictions arise by then. We look forward to a successful AGM and sincerely hope that many of you will take part in the Company’s decisions by voting on the resolutions submitted to your approval and by expressing your views during the Q&A session. Thank you for your support and your trust, Fred Kindle Vice-Chairman & Lead Independent Director This corporate governance report has been approved by the Board of Directors at its meeting of February 16, 2022. Corporate Governance Code The Company applies all the AFEP-MEDEF Corporate Governance Code that are available online at medef.com.