469 Life Is On | Schneider Electric www.se.com Chapter 8 – Annual Shareholders’ Meeting Shareholder Information 8. 8.2.2 Statutory auditors’ report on the issuance of shares or securities giving access to capital reserved for members of a company savings plan To the Shareholders, In our capacity as statutory auditors of your company and in compliance with Articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code ( Code de commerce ), we hereby report on the proposal to authorize the board of directors to decide whether to proceed with an issue of shares or securities giving access to the share capital of the company with cancellation of preferential subscription rights, reserved for participants in a company savings plan of the company and of the French or non-French companies affiliated with it, in accordance with article L. 225-180 of the French Commercial Code ( Code de commerce ) and article L. 3344-1 of the French Labor code ( Code du travail ), an operation upon which you are called to vote. The maximum nominal amount of the increase in capital that may result from these issues is 2 % of the share capital on the date of this shareholders’ meeting. Your board of directors proposes that, on the basis of its report, it be authorized for a period of twenty-six months, to decide on whether to proceed with issues and proposes to cancel your preferential subscription rights to the shares and securities to be issued. If applicable, it shall determine the final conditions of these operations. It is the responsibility of the board of directors to prepare a report in accordance with articles R. 225-113 et seq. of the French Commercial code ( Code de commerce ). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights, and on other information relating to these issues provided in this report. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body ( Compagnie Nationale des Commissaires aux Comptes ) for this type of engagement. These procedures consisted in verifying the information provided in the board of director’s report relating to this operation and the methods used to determine the issue price of the equity securities to be issued. Subject to a subsequent examination of the conditions for the issues that would be decided, we have no matters to report as to the methods used to determine the issue price of the equity securities to be issued provided in the board of director’s report. As the final conditions for the issues have not yet been determined, we cannot report on these conditions and, consequently, on the proposed cancellation of preferential subscription rights. In accordance with article R. 225-116 of the French Commercial Code ( Code de commerce ), we will issue a supplementary report, if necessary, when your board of directors has exercised this authorization, in the event of the issue of shares or securities giving access to other equity securities and of the issue of securities giving access to equity securities to be issued. Paris-La Défense, March 11, 2022 The Statutory Auditors French original signed by MAZARS ERNST & YOUNG et Autres Loïc Wallaert Mathieu Mougard Alexandre Resten
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