465 Life Is On | Schneider Electric www.se.com Chapter 8 – Annual Shareholders’ Meeting Shareholder Information 8. The valuation methods used and criteria adopted to value Schneider Electric and IGE+XAO in order to determine the exchange ratio are set out in Schedule 7 to the Draft Merger Agreement. Merger premium The merger premium is the difference between (i) the proportion of the net carrying amount of the transferred net assets corresponding to the IGE+XAO shares not held by Schneider Electric or IGE+XAO on the Completion Date, i.e., €6,108,214 at the signing date of the Draft Merger Agreement, and (ii) the nominal amount of Schneider Electric’s capital increase, i.e., €1,368,092 at the signing date of the Draft Merger Agreement. The amount of the merger premium would consequently be €4,740,122 based on the number of shares making up IGE+XAO’s share capital (excluding IGE+XAO shares held by IGE+XAO itself) at the signing date of the Draft Merger Agreement, it being specified that this amount would be adjusted automatically 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 Schneider Electric’s share capital that may impact the exchange ratio. The merger premium may be appropriated in any manner decided by shareholders in Schneider Electric’s shareholders’ general meeting that is consistent with principles in force. In particular, you will be asked to authorize the Board of Directors to make any appropriations from the merger premium with a view to (i) reconstituting, on the liabilities side of Schneider Electric’s balance sheet, the regulated reserves and provisions existing on IGE+XAO’s balance sheet, (ii) deducting from the merger premium all fees, duties and levies incurred or due with respect to the Merger, (iii) deducting from the merger premium all excess tax depreciation, (iv) deducting from the merger premium the sums necessary to ensure that the statutory reserve is fully constituted, and (v) deducting from the merger premium any liabilities relating to the transferred assets that were omitted or not disclosed. Loss on canceled shares in the acquired company The cancellation of IGE+XAO shares held by Schneider Electric will produce a loss equal to the difference between (i) the net carrying amount of the IGE+XAO shares held by Schneider Electric on the Completion Date, i.e., €284,630,580 at the signing date of the Draft Merger Agreement, and (ii) the portion of the net assets transferred by IGE+XAO that corresponds to the IGE+XAO shares held by Schneider Electric on the Completion Date, i.e., €32,584,828 at the signing date of the Draft Merger Agreement. The amount of that loss would consequently be €252,045,752 based on the number of shares making up IGE+XAO’s share capital (excluding IGE+XAO shares held by IGE+XAO itself) at the signing date of the Draft Merger Agreement, it being specified that this amount would be adjusted automatically in the event of a change in the number of IGE+XAO shares held by Schneider Electric. Since this is a technical merger loss which does not translate into a loss of value for the shareholders, it will be recognized on the asset side of Schneider Electric’s balance sheet and appropriated according to French accounting and tax rules. Double voting rights IGE+XAO shareholders holding double voting rights before the Completion Date would retain those double voting rights within Schneider Electric after the Merger. Similarly, the holders of IGE+XAO registered shares who have not acquired double voting rights by the Completion Date would see, after the Merger, the amount of time for which they have held their shares as of the Completion Date count towards the ownership period required by Schneider Electric to qualify for double voting rights. Consultation with staff representative bodies The competent staff representative bodies of IGE+XAO and Schneider Electric have been consulted and have delivered the following opinions: • favorable opinion from the social and economic committee of the economic and social unit to which IGE+XAO belongs on December 8, 2021; and • favorable opinion from the social and economic committee of the economic and social unit to which SEISAS belongs on December 9, 2021. In addition, the European committee of the group to which Schneider Electric belongs was informed of the Merger in a meeting on December 14, 2021.
Universal Registration Document Page 466 Page 468