335 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. 4.2.3.2 Non-executive Directors compensation policy At the 2019 Annual Shareholders’ Meeting, the shareholders approved under the 13 th resolution the maximum total amount of the annual compensation that can be paid to the members of the Board which since then stands at €2,500,000. It is proposed: • To maintain the cap of annual total compensation payable to the members of the Board at €2,500,000; and • To review the allocation rules as detailed below. Director’s individual compensation • Non-executive Directors will be paid: − a fixed basic amount of €25,000 for membership of the Board; − an amount of €7,000 per Board meeting attended; − an amount of €4,000 per Committee meeting attended; − an amount of €25,000 for the yearly strategy week (half in case of digital assistance); − an amount of €5,000 (for intercontinental travel) or €3,000 (for intra-continental travels) per Board session physically attended. • Additional annual payments are made to non-executive Directors who chair a Committee to reflect the additional responsibilities and workload: − Audit & Risks Committee: €20,000; − Human Resources & CSR Committee, Digital Committee, and Investment Committee: €15,000; and − Lead Independent Director, who is also the Chairman of the Governance & Remunerations Committee: €250,000. • For an observer, an annual fixed payment of €20,000 is paid, unless they become non-executive Director at the next General Meeting. In this case, they will receive the same fees for attending the Board and committee meetings as non-executive Directors. • All payments are prorated for time served during the year and are paid in cash.