459 Life Is On | Schneider Electric www.se.com Chapter 8 – Annual Shareholders’ Meeting Shareholder Information 8. Text of the fifteenth resolution (Authorization granted to the Board of Directors to freely allocate shares to the employees or to a category of employees and/or the Corporate Officers of the Company or of companies affiliated therewith as part of the Long-Term Incentive Plan up to a limit of 2% of the share capital) The Annual Shareholders’ Meeting, having satisfied the quorum and majority requirements for extraordinary shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditors’ special report: 1. authorizes the Board of Directors, pursuant to the provisions of Articles L. 225-197-1 to L. 225-197-5 and L. 22-10-59 of the French Commercial Code, on one or several occasions, to allocate free shares, existing or to be created (other than preferred shares), to the beneficiaries that it shall determine among the employees of the Company or the Corporate Officers of the Company or of companies that are related to the Company under the conditions provided for in Article L. 225-197-2 of said Code under in the conditions defined hereinafter; 2. resolves that the number of shares already existing or to be issued by this authorization cannot represent more than 2% of the share capital existing on the date of this Shareholders’ Meeting, the number of shares allocated to the Corporate Officers cannot exceed annually 0.03% of the total share capital existing, further specified that (i) this ceiling is set without taking into account any adjustments of the shares that could be allocated in case of Company’s equity operations and, that (ii) the total number of shares allocated cannot exceed 10% of the share capital on the date of the Board of Director’s decision to allocate them; 3. resolves that the entirety of the final vesting of the shares allocated to the Corporate Officers and to members of the Executive Committee of the Company will be subject to the attainment of the performance conditions determined by the Board of Directors; 4. resolves that the grant of shares to their beneficiairies could be subject to the holding of Company’s shares; 5. resolves that the allocation of the shares to their beneficiaries will be final at the term of a vesting period, the duration of which will be set by the Board of Directors, with the understanding that this duration cannot be less than two years and that the Board of Directors will have the power to set a holding period; 6. resolves that in the case of the disability of a beneficiary corresponding to a classification in the second or third of the categories specified in Article L. 341-4 of the French Social Security Code, the shares will be definitively allocated to them prior to the end of the vesting period (in this case, said shares may be freely disposed starting from their delivery); 7. grants full powers to the Board of Directors to implement this authorization and, in particular, to: a. determine the identity of the beneficiaries of the allocation of the shares among the employees of the Company or companies or above-mentioned groups, as well as the number of shares allocated to each of them, b. determine whether the allocated free shares are shares that already exist or that will be issued, c. set the conditions of performance and/or the criteria for allocation of the shares, in particular the vesting period and the minimum holding period required for each beneficiary, d. for the issuance of new shares, as the case may be, charge against any reserves, profits, or issue premiums, the amounts necessary to release said shares, e. register the free allocated shares on a registered share account in the name of their owner, stating the vesting period and its duration, f. carry out, if it deems necessary, to adjustments of the number of free allocated shares to preserve the rights of the beneficiairies depending on the potential Company’s equity operations occurred during the vesting period as specified in Article L. 225-181 paragraph 2 of the French Commercial Code, under the conditions that it will set, e. and more generally, set the dates of entitlement to dividends from the new shares, record the completion of the capital increase, amend the by-laws as necessary, to carry out any procedures necessary for the issuance, listing and any financial service related to the securities issued by virtue of this resolution and do everything useful and necessary pursuant to all applicable laws and regulations; 8. acknowledges that, in the event that the Board of Directors makes use of this authorization, it will inform the Ordinary Shareholders Meeting, each year, of the transactions thus made pursuant to the requirements of Article L. 225-197-4 of the French Commercial Code; 9. acknowledges that this delegation of authority legally implies, for the beneficiaries of the free shares, waiver of preferential subscription rights in the case of the issuance of new shares. This authorization (i) supersedes, for the portion not yet used, the authorization granted by the Combined Shareholders’ Meeting of April 25, 2019 in its 21 st resolution and (ii) is granted for a period of thirty-six (36) months from today.