467 Life Is On | Schneider Electric www.se.com Chapter 8 – Annual Shareholders’ Meeting Shareholder Information 8. • to the extent that IGE+XAO shareholders do not hold the required number of IGE+XAO shares to obtain a whole number of shares in the Company by applying the Merger exchange ratio, the IGE+XAO shareholders concerned may make arrangements to buy or sell any fractional shares in order to arrive at a whole number. However, if at the Merger Completion Date some IGE+XAO shareholders do not hold a number of IGE+XAO shares that would enable them to obtain, applying the Merger exchange ratio, a whole number of shares in the Company, the intermediaries mentioned in Article L. 542-1(2)-(7) of the French Monetary and Financial Code (i) will sell on the Euronext Paris regulated market unallocated shares in the Company corresponding to the fractional entitlements in accordance with Articles L. 228-6-1 and R. 228-12 of the French Commercial Code and (ii) will distribute the funds thus obtained between the holders of fractional entitlements in proportion to their entitlements; • the difference between (i) the proportion of the net carrying amount of the net assets transferred by IGE+XAO, corresponding to the IGE+XAO shares not held by the Company or IGE+XAO, i.e., €6,108,214 and (ii) the nominal amount of the Schneider Electric capital increase, i.e., €1,368,092, will represent a merger premium in an amount of €4,740,122 that will be added to the Company’s liabilities and to which all of the Company’s shareholders will have an entitlement; being specified that the amount of the merger premium shall be adjusted automatically in the event of a modification of the number of IGE+XAO shares held by the Company and/or the number of shares comprising the Schneider Electric’s share capital that may impact the exchange ratio; 3. confers all powers on the Board of Directors, including the power to subdelegate to all persons authorized by applicable statutory and regulatory provisions and provisions of the articles of association, for the purpose of: • confirming the fulfillment of the conditions precedent stipulated in Article 8.1 of the Merger Agreement and accordingly the final completion of the Merger and the resulting capital increase; • confirming the final number of shares of the Company to be issued in consideration of the Merger and, correlatively, the final amount and completion of the capital increase on the Merger Completion Date, as well as the final amounts of the merger premium; • making any appropriations from the merger premium with a view to (i) reconstituting, on the liabilities side of the Company’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; • taking all necessary steps to create the new shares in the Company and having them admitted for trading on Euronext Paris; • selling any unallotted new ordinary shares in the Company that correspond to fractional entitlements; and • more generally, make any findings, carry out any communications and complete any formalities that may be necessary for the purpose of completing the Merger. 19 th resolution: Power for formalities Explanatory statement Finally, under the 19 th resolution we request that you grant us the powers necessary to carry out the formalities. Text of the nineteenth resolution (Powers for formalities) The Annual Shareholders’ Meeting confers full powers upon the bearer of a copy or excerpts of the minutes confirming these resolutions for the purposes of carrying out all legal and administrative formalities.