457 Life Is On | Schneider Electric www.se.com Chapter 8 – Annual Shareholders’ Meeting Shareholder Information 8. If all shares in the plans were delivered, this would lead to the issuance of 293,071 shares (other plans are already qualified and will be delivered from existing shares) and Schneider Electric’s share capital would be composed of 569,326,513 ordinary shares, i.e ., a 0.05% increase in the number of shares from December 31, 2021. Under the Long-Term Incentive Plan, Performance Shares allocated to the Corporate Officer could not exceed each year 0.03% of the total share capital and allocation to the members of the Executive Committee would not represent more than 20% of the grant. In addition, the Corporate Officer’s compensation policy provides that the long-term instruments, valued in accordance with IFRS standards, should not represent a disproportionate percentage of his overall compensation (meaning no more than 200% of the combined fixed and targeted variable compensations at the date of grant). Vesting period The grant of shares to their beneficiaries would become final at the end of a vesting period, the duration of which would be set by the Board of Directors, it being understood that such duration will be of no less than three (3) years. The Board of Directors would submit the Corporate Officer to an obligation of retaining a significant number of their shares. He would have to retain at least 50% of the Performance Shares granted to him until he holds a number of shares representing 5 years of fixed compensation. Presence condition in the Group The vesting of Restricted and Performance Shares would be subject to achievement of a presence condition in the Group. Restricted and Performance Shares granted to a beneficiary who would leave the Group before the expiry of a minimum three-year vesting period would be forfeited, except in case of death, retirement or other customary exceptions decided upon by the Board of Directors. For the Corporate Officer, the case of retention of unvested Performance Shares awards would be determined by the Compensation policy applicable to him at the date of his departure. Performance conditions The final vesting of Performance Shares would be subject to performance conditions, to be set by the Board of Directors (the “Performance Conditions”) the outline of which would be as follows: • 40%, improvement of Adjusted Earnings per share (EPS): Adjusted EPS is a key long-term performance metric which promotes the execution of Schneider Electric’s strategy to deliver profitable growth, thus reinforcing alignment with shareholders. 40% of the Performance Shares could vest subject to the achievement of the following targets as set by the Board of Directors: − a minimum Adjusted EPS improvement threshold under which there would be no vesting; − an intermediary targeted Adjusted EPS improvement objective that the Company would have to achieve in order to vest 75% of the shares under this condition; − a targeted Adjusted EPS improvement objective that the Company would have to achieve in order to vest all shares under this condition; and − the Performance Shares would vest progressively, on a linear basis, if the Adjusted EPS improvement is between these objectives. As explained above, the Board commits to disclose ex-post , at the end of each Long-Term Incentive Plan, the minimum Adjusted EPS improvement thresholds and the targeted Adjusted EPS improvement objectives. Adjusted EPS performance is published in the external financial communications and its annual variance will be calculated using adjusted EBITA at constant FX from year N-1 to year N. Foreign exchange impacts below adjusted EBITA will be taken in full. Significant unforeseen scope impact could be restated from this calculation upon decision of the Board. • 35%, relative TSR performance: This criterion strengthens the alignment between the shareholders’ interests and compensation of the beneficiaries of LTIP. − For 17.5% of the shares, Schneider Electric TSR would be compared to a bespoke industry panel of 11 companies (ABB, Legrand, Siemens, Eaton, Emerson, Honeywell, Johnson Controls, Rockwell Automation, Fuji Electric, Mitsubishi Electric, and Yokogawa) with a vesting scale as follows: 0% at rank 7 or below, 50% at median (rank 6), 100% at rank 4, 150% for ranks 3 to 1, and linear between these points, as explained above, the Board proposes to strengthen the vesting scale for a better alignment with performance. − For the remaining 17.5%, Schneider Electric TSR would be compared with the TSR of the companies in CAC 40 index to reflect the macro-economic and stock-market specific trends which influence the performance of the share and in turn, the return to shareholders with a vesting scale as follows: 0% below median, 50% at median (rank 20), 100% at rank 10, 120% in ranks 4 to 1, and linear between these points. In case of over-performance, if Schneider Electric’s TSR is ranked within the top quartile of the bespoke industry panel or within the top 9 of the CAC 40 companies, this criterion could compensate the under-performance under the criterion of improvement of the Adjusted EPS up to the same number of shares. If the Schneider Electric TSR is closely clustered with that of other companies in the panel, then the Board of Directors would apply its judgment to decide whether Schneider Electric’s TSR shall be deemed to be ranked in the same position as those companies.