www.se.com Schneider Electric Universal Registration Document 2021 456 Chapter 8 – Annual Shareholders’ Meeting 8.1.2 Extraordinary Meeting 15 th 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 Explanatory statement Under the 15 th resolution , you are asked to give authority to the Board of Directors, pursuant to the provisions of Articles L. 225-129 et seq. , L. 229-197-1 to L. 229-197-5, and L. 22-10-59 of the French Commercial Code (Code de commerce), to proceed, on one or more occasions, with the allocation of shares, issued or to be issued, to the benefit of employees and Corporate Officers of the Group. The Board of Directors, upon recommendation of the Human Resources & CSR and Governance & Remunerations Committees, has determined the following guidelines for granting free shares under this resolution. Context of the request for authorization The Company wishes to mobilize its management in order to carry out its 2022-2024 Strategic Plan announced in November 2021, upon which the development of the Group relies. In this context, the requested authorization would make it possible for the Board of Directors to put in place plans for the grant of shares, to the benefit of Corporate Officers and employees of the Group, both in France and abroad, and to involve the employees in the Group’s performance and development as part of the 2022-2024 Strategic Plan. These plans would also allow to ensure the competitiveness of the compensation offered by the Group, in dynamic and competitive international markets, and in sectors where the ability to attract talents is a key factor to success. Overall, the Board decided to keep the same design as the one of the previous Long-Term Incentive Plan approved by more than 93% of the shareholders during the 2019 Annual Shareholders’ meeting where a complete new framework of the plan had been proposed. The Board considers that the design of the plan is well balanced and ensures the alignment of the management with the shareholders’ long-term interests and that is why it wishes to favor the stability of the compensation principle of the Group. Nevertheless, hearing the concerns expressed by some shareholders during the governance roadshow conducted by the Vice-Chairman & Lead Independent Director, the Board proposes to introduce two important changes in order to further strengthen the alignment of pay and performance. If you approve this resolution: • the scale of vesting of the criterion of TSR compared to a bespoke industry panel of 11 companies would be made more stringent, with no vesting at ranks 7 and below in the bespoke peer group (with an anticipated application of this change in the 2022 LTIP to be issued), no vesting below the median of the group would therefore be allowed; and • the Board would also commit to disclose ex-post the targets of improvement of the adjusted Earnings per share set by the Board which will allow shareholders to ensure the stringency of these targets set by the Board. Nature of the authorization You are being asked to authorize the Board of Directors to proceed, on one or more occasions, with the grant of shares of the Company, issued or to be issued, to the benefit of employees and Corporate Officers of the Group. As part of the long term compensation plans of the Company, two different types of grant would be made: • a maximum of 30% of the shares granted would be subject only to a presence condition, without performance condition (the “ Restricted Shares ”); and • all other shares granted would be subject to a presence condition and to performance conditions (the “ Performance Shares ”). The Corporate Officer and members of the Executive Committee would be entitled to receive only Performance Shares. It is envisaged that the number of persons benefiting from such grants will be around 3,500 people. Besides, the Board of Directors could decide the grant of Restricted Shares as part of the shareholding plans of the Company, in addition to the shares subscribed. Term of the authorization The authorization would be valid for a duration of 36 months, as from the date of this Shareholders’ Meeting. Maximum amount of the authorization The grants of shares carried out pursuant to this authorization should not involve a number of shares, issued or to be issued, exceeding 2% of the Company’s share capital on the date of this Annual Shareholders’ Meeting. The Board of Directors reminds you that the Group’s policy regarding grant of stock options, share purchase, and free and performance shares is to have a limited impact over time in terms of dilution of the share capital. For information purposes, we remind you that, as of December 31, 2021, a total of 5,863,887 shares could be vested to employees and Corporate Officers subject to performance conditions set under the performance share plans (for details of these plans, see section 4.2.5 of Chapter 4 of the Universal Registration Document). 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting