www.se.com Schneider Electric Universal Registration Document 2021 464 Chapter 8 – Annual Shareholders’ Meeting Financial statements used in the Merger and methods for valuing transfers and determining the net assets transferred The transfer values mentioned in the Draft Merger Agreement are based on the following financial statements: • as regards Schneider Electric, the parent company financial statements for the year ended December 31, 2021 and the consolidated financial statements for the year ended December 31, 2021, as finalized by the Board of Directors on February 16, 2022; and • as regards IGE+XAO, the parent company financial statements for the year ended December 31, 2021 and the consolidated financial statements for the year ended December 31, 2021, as finalized by the Board of Directors on February 16, 2022. In accordance with French accounting standard-setter ANC’s regulation 2014-03 of June 5, 2014 relating to France’s general accounting plan (5) , the assets and liabilities transferred by IGE+XAO to Schneider Electric as part of the Merger will be recognized in Schneider Electric’s financial statements at their net carrying amounts at December 31, 2021. On that basis, the net carrying amount of the net assets transferred by IGE+XAO would amount to €38,693,042, determined as follows: Total amount of assets transferred: €39,650,407 Total liabilities assumed: € 3 9 9 ,112 Net assets transferred: €39,251,295 Net carrying amount of the 4,434 IGE+XAO shares held in treasury by IGE+XAO at December 31, 2021: €558,253 Giving net assets transferred to Schneider Electric (minus the net carrying amount of the 4,434 IGE+XAO shares held in treasury by IGE+XAO at December 31, 2021): €38,693,042 Exchange ratio and capital increase The exchange ratio proposed to IGE+XAO and Schneider Electric shareholders is 5 (five) Schneider Electric shares for every 3 (three) IGE+XAO shares. In accordance with Article L. 236-3 of the French Commercial Code, there will be no exchange of either the IGE+XAO shares held by Schneider Electric, i.e., 1,094,733 IGE+XAO shares at the signing date of the Draft Merger Agreement, nor of the IGE+XAO shares held by IGE+XAO itself, i.e., 4,434 IGE+XAO shares at the signing date of the Draft Merger Agreement, which will be canceled by operation of law after the Merger is completed. In consideration for the assets transferred by IGE+XAO, Schneider Electric would carry out a capital increase, applying the exchange ratio, in a nominal amount of €1,368,092, taking its share capital from €2,276,133,768 to €2,277,501,860, through the creation of 342,023 new shares, with par value of €4 each, allotted to IGE+XAO shareholders in proportion to their interest in the share capital, with the exception of Schneider Electric (in respect of the IGE+XAO shares held by Schneider Electric) and IGE+XAO (in respect of the IGE+XAO shares held by IGE+XAO itself). However, it is provided in Article 7.2 of the Draft Merger Agreement that in the event of a change in the number of IGE+XAO shares held by Schneider Electric and/or in the number of shares comprising the share capital of Schneider Electric that may impact the exchange ratio, the number of Schneider Electric shares to be issued in consideration for the Merger and, correlatively, the nominal amount of the resulting share capital increase would be automatically adjusted accordingly. Thus, in view of the adjustment related to the acquisition by SEISAS of 34,629 IGE+XAO shares after the signing date of the Draft Merger Agreement, the amount of the capital increase would amount, as of February 28, 2022, to €1,137,232 (i.e., 284,308 newly issued Schneider Electric shares) and the amount of the merger premium would amount to €3,940,246 and to €260,018,556 for the merger loss. The final amounts will be communicated on the date of the combined shareholders’ meeting. Following this capital increase and on the basis of information available to the Company, the distribution of capital would be, as of February 28, 2022, as follows: Shareholder Before the capital increase resulting from the Merger After the capital increase resulting from the Merger (resolution #18) (resolution #18) Number of shares % of capital Number of shares % of capital Free Float 460,869,416 80.992% 460,869,416 8 0.9 51% Sun Life Financial, Inc. 39,681,766 6 . 974% 39,681,766 6.970% Blackrock, Inc. 35,703,751 6 . 274% 35,703,751 6.271% Employees 20,321,627 3.571% 20,321,627 3.569% Group-owned stock 12,456,882 2.18 9 % 12,456,882 2.18 8 % Former shareholders of IGE+XAO 0 0.000% 284,308 0.045% Total 569,033,442 100% 569,317,750 100% (5) As amended, particularly by regulation no. 2017-01 of May 5, 2017 and regulation no. 2019-06 of November 8, 2019. 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting