389 Life Is On | Schneider Electric www.se.com Financial Statements 5. Chapter 5 – Consolidated financial statements at December 31, 2021 Net pension obligations with respect to members of Senior Management amounted to EUR 15 million at December 31, 2021 (EUR 17 million at December 31, 2020). Please refer to Chapter 4 of the Universal Registration Document for more information regarding the members of Senior Management. Note 25: Related party transactions 25.1 – Transactions with associates Companies over which the Group has significant influence are accounted through the equity method. Transactions with these related parties are carried out on arm’s length terms. Related party transactions were not material in 2021. 25.2 – Transactions with key management personnel No transactions were carried out during the year with members of the supervisory board or management board. Compensation and benefits paid to the Group’s top senior executives are described in Note 24. Note 26: Commitments and contingent liabilities 26.1 – Guarantees and similar undertakings The following table discloses the maximum exposure on guarantees given and received: (in millions of euros) Dec. 31, 2021 Dec. 31, 2020 Market counter guarantees* 3,702 3,367 Pledges, mortgages and sureties** 81 117 Other commitments given 314 253 GUARANTEES GIVEN 4,097 3,737 Endorsements and guarantees received 64 54 GUARANTEES RECEIVED 64 54 * On certain contracts, customers require some commitments to guarantee that the contract will be fully executed by the subsidiaries of the Group. The risk linked to the commitment is assessed and a provision for contingencies is recorded when the risk is considered probable and can be reasonably estimated. Market counter guarantees also include the guaranteed obligations towards pension schemes. ** Some loans are secured by property, plant and equipment and securities lodged as collateral. 26.2 – Contingent liabilities As part of its normal operations, the Group is exposed to a number of potential claims and litigations. Except for those for which it is probable that the Group will incur a liability and for which a provision is established for such outcome (see Note 21), the Group is not aware of other potentially material claims and litigations. Investigations were conducted in September 2018 by the French judicial and antitrust authorities at Schneider Electric’s head office and other premises concerning electrical distribution activities in France. Schneider Electric is cooperating with the French authorities. Such investigations could lead to formal proceedings against the Group for which the probability and the potential impact, which could be significant on the consolidated financial statements, cannot be determined at this time. Note 27: Subsequent events 27.1 – IGE+XAO Following the completion of a simplified public tender offer, the Group now holds 83.93% of the issued capital of IGE+XAO. In accordance with the Group’s intentions as presented in the Information Note and the previously stated strategy to consolidate the various independent software entities within the Energy Management Software Division, the Group intends to implement a merger of IGE+XAO with Schneider Electric during fiscal year 2022. The Boards of Directors of Schneider Electric and IGE+XAO have met on February 16, 2022 and approved the economic, financial and legal terms of the merger, including the merger parity of 5 Schneider Electric shares for 3 IGE+XAO shares. The merger agreement as well as the merger appraisers’ reports will be available on the websites of Schneider Electric and IGE+XAO. The Group will seek confirmation from the AMF that the merger would not require Schneider Electric to file a buy-out offer for the shares of IGE+XAO. In addition, the merger will be subject to the approval of the annual general shareholder meetings of the shareholders of IGE+XAO and Schneider Electric to be held on May 4 and 5, 2022 respectively.
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