311 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. 4.2 Compensation Report 4.2.1 Overview Throughout 2021, the Board continued to discuss compensation policy and approach with many of Schneider Electric’s largest shareholders, as well as investor representative bodies. The Vice-Chairman & Lead Independent Director met with 24 investors, representing ~35% of the share capital during two shareholders engagement campaigns dedicated to Governance and Remuneration topics, one in March ahead of the AGM and one in the fall, and reported back to the Governance & Remunerations Committee and to the Board thereafter. This dialogue will be pursued in 2022 to ensure that the Board takes the feedback into account to determine the compensation policy of the Corporate Officers. The compensation paid or granted to the Corporate Officer in 2020 was approved by more than 87% of our shareholders at the 2021 Annual General Meeting and the 2021 compensation policy was supported by 81% of the shareholders at the 2021 Annual Shareholders’ meeting. The Board listened carefully to some comments made by the shareholders during the subsequent engagement with the shareholders. No major concerns were raised. Institutional shareholders have different guidelines and sensitivities which the Board tries to incorporate as much as possible. For 2022, the Board of Directors wishes to maintain the overall stability of the compensation policy which demonstratedly drives the right behaviours, appears balanced, provides market competitive pay, ensures a strong link between pay and performance, strong alignment with both employees and shareholders, and long-term focus, while at the same time taking into account the shareholders’ feedbacks. The Board proposes the following changes for 2022: Key changes proposed in the Compensation policy Stringency of the TSR criterion for the LTIP The vesting for the criterion of TSR compared to a bespoke industry panel of 11 companies would be made more stringent, with no vesting at ranks 7 and below in the bespoke peer group. No vesting under the median of the group would be allowed. Disclosure of the targets set for the improvement of the adjusted Earnings per share criterion for the LTIP The Board is also committing to disclose ex-post the targets of improvement of the adjusted Earnings per share which will allow shareholders to assess their stringency and the link between pay and performance. Cap of the LTIP granted to the Corporate Officer The cap of long-term instruments that could be granted to the Corporate Officer was previously expressed in number of shares, no more than 60,000 shares. The Board proposes that the cap be now expressed as a percentage of his remuneration (fixed and variable short-term compensation at target). Notably, the long-term instruments granted to the Corporate Officer, valued in accordance with IFRS standards, should not represent a disproportionate percentage of his overall compensation, and should be no more than 200% of the combined fixed and short-term variable compensation at target. Group’s strategic priorities How the strategy links to the Corporate Officers’ variable compensation Long-term incentive plan Annual incentive plan Delivering strong execution and creating value for customers and shareholders every year to contribute to Schneider Electric’s long-term success, in line with the financial objectives communicated to the market Building an integrated and leading company with strong sustainability focus and attractive returns to shareholders Group organic sales growth 40% Group adjusted EBITA margin improvement 30% Group cash conversion rate 10% Schneider Sustainability Impact 20% Adjusted Earnings Per Share 40% Relative Total Shareholder Return 35% Schneider Sustainability External & Relative Index 25% Organic growth Value for customers Sustainability Continuous efficiency Value & returns to shareholders