www.se.com Schneider Electric Universal Registration Document 2021 296 Chapter 4 – Corporate Governance Report Article 12 – Investment Committee continued In order to carry out its assignments, the Committee may hear any person it wishes and call upon the Group M&A Director. 2. The Investment Committee’s duties: The Committee prepares the Board of Directors’ deliberations on investment policy. To this purpose, the Committee: • Shall elaborate recommendations for the Board on major capital deployment decisions; • Shall advise the management team on capital deployment strategies; • May launch, at the Board’s request, or suggest research projects leading to material investments for the company, typically for capital deployment decisions of EUR 250 million or above; • May investigate matters of smaller scale, if the strategic significance warrants it or the Board/Chairman of the Board specifically requires it; • Shall provide recommendations on major merger, alliances, and acquisition projects; • Shall pay special attention to reconfiguration or consolidation scenarios happening in the sectors the company is operating in or likely to operate in; • Shall examine portfolio optimizations and divestment projects of financial or strategic significance; • Shall support the management in the elaboration of investment policies linked to the long-term positioning of Schneider Electric, such as innovation and R&D strategies or any major organic growth investments; • Shall present to the Board social and environmental aspects of the strategic projects submitted to it such as M&A projects. Article 13 – Digital Committee 1. Membership and operation of the Digital Committee The Committee shall be comprised of at least 3 members. The Chief Digital Officer or the Chief Information Officer will be secretary to the Digital Committee. The Committee shall meet at the initiative of its chairperson. The agenda shall be drawn up by the chairperson of the Committee after consulting with the Chairman & CEO. The Committee shall meet at least three times a year, including a joint review on cybersecurity risks with the Audit and Risks Committee. In order to carry out its assignments, the Committee may hear any person it wishes. 2. The Digital Committee’s duties: The purpose of the Digital Committee is to assist the Board in digital matters in order to guide, support and control the Group in its digitization efforts. The Digital Committee prepares the Board of Directors’ deliberations on digital matters. For this purpose, the Digital Committee will review, appraise, and follow-up projects and, generally, advise, inter alia on 7 areas: 1. Development and growth of the EcoStruxure ™ digital business, including (i) enhancing Core Businesses with Connectivity & Analytics, (ii) building new digital offers & business models, (iii) establishing its contribution to and consistence with the overall strategy; 2. Improvement and transformation of the Group’s Digital Customers & Partners Experience; 3. Improvement of Schneider Electric’s Operational Efficiency through the effective use of Information Technology and digital automation capabilities; 4. Assessment of cyber risks and enhancement of the Group’s cybersecurity posture (jointly with the Audit Committee); 5. Assessment of the contribution of potential M&A operations to the Group’s Digital strategy; 6. Monitoring and analysis of the digital landscape (competitors and disrupters, threats, and opportunities); 7. Checking that the company is equipped with the right pool of talents for digital transformation. Article 14 – Perimeter of internal regulations The present internal regulations have been unanimously approved by the Board of Directors. A purely internal act, their objective is to complete the Articles of Association by stipulating the main conditions of organization and operation of the Board of Directors. Their purpose is not to replace the Articles of Association. They may not be relied upon by shareholders or third parties for use against members of the Board of Directors, the company, or any company in the Schneider Electric Group. They may be modified at any time solely by deliberation of the Board of Directors. 4.1 Governance Report