www.se.com Schneider Electric Universal Registration Document 2021 460 Chapter 8 – Annual Shareholders’ Meeting 16 th and 17 th resolutions: Capital increases reserved for employees Explanatory statement Schneider Electric is convinced of the importance of developing the Company’s employee shareholder base in order to align employee interests with those of shareholders and also stabilize the Company’s share capital. The Board of Directors wishes to continue making the Company’s share capital accessible to a large number of employees, in particular through employee share ownership plans (“WESOP”). As of December 31, 2021, employees held 3.57% of the capital either directly or through the corporate mutual funds ( FCPE ). The Company carried out capital increases reserved for Group employees in 2021 (WESOP 2021). These transactions are presented in section 7.1.2.2 of Chapter 7 of the 2021 Universal Registration Document. As part its offer policy to Group employees on an annual basis, the Board decided that there will be a new employee share ownership plan implemented in 2022. As part of the 22 nd and the 23 rd resolutions of the Annual Shareholders’ Meeting of April 28, 2021, the Board of Directors, at its meeting of December 15, 2021, decided to renew the annual employee shareholder plan in 2022, within a limit of 3.7 million shares (approximately 0.65% of the capital). This plan, which will not include a leveraged offer, will be offered in 43 countries representing more than 84% of the Group’s employees. The shares will be offered with a discount of 15% on the share price to all subscribers and a maximum employer contribution of €1,400. To allow for the implementation of a new global employee share ownership plan in 2023, you are requested to approve: • the 16 th resolution which will grant the Board of Directors the authority to carry out capital increases reserved for employees participating in the company savings plan within the limit of 2% of the Company’s capital, with the provision that the maximum discount at which the shares could be offered is set at 30% (it will be valid for a period of twenty-six (26) months; the authority in force as voted by the Annual Shareholders’ Meeting of April 28, 2021 in its 22 nd resolution shall cease to be effective as from August 1 st , 2022 (1) ); • the 17 th resolution which will grant the Board of Directors the authority to carry out capital increases reserved for employees and Corporate Officers of non-French Group companies or to entities acting on their behalf, this authorization will not exceed 1% of the capital and will be deducted from the ceiling of 2% of the capital set for the issuance of shares to employees who are members of the company savings plan (this authorization will be valid for a period of eighteen (18) months and may only be used on or after August 1 st , 2022 (2) ). (1) The maximum amount of subscription applicable to the employee share ownership operations carried out before July 31, 2022 will be the ceiling applicable to the 22 nd resolution of the Annual Shareholders’ Meeting of April 28, 2021. (2) The maximum amount of subscription applicable to the employee share ownership operations carried out before July 31, 2022 will be the ceiling applicable to the 23 rd resolution of the Annual Shareholders’ Meeting of April 28, 2021. Text of the sixteenth resolution (Delegation of authority to the Board of Directors to undertake capital increases reserved for participants in a company savings plan without shareholders’ preferential subscription right) The Annual Shareholders’ Meeting, having satisfied the quorum and majority requirements for extraordinary shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditors’ special report, and in accordance with the provisions of Article L. 3332-1 et seq. of the French Labor Code and Articles L. 225-129 to L. 225-129-6, L. 225-138-1, and L. 228-91 et seq. of the French Commercial Code and in accordance with the provisions of that Code: 1. delegates to the Board of Directors the authority, with the power to subdelegate, for a period of twenty-six (26) months from the date of this Annual Shareholders’ Meeting, to undertake a capital increase on one or more occasions at its discretion by issuing ordinary shares or securities providing access through any means, immediately and/or in the future, to ordinary shares of the Company, under the terms and conditions set forth in Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code, reserved for participants in a company savings plan and French or non-French companies affiliated with the Company in a maximum nominal amount of 2% of the share capital on the date of this Shareholders’ Meeting, with the possibility to issue shares against cash or by capitalizing reserves, profits or premium in case of grants of free shares or of securities granting access to share capital on account for the discount and/or the matching contribution, it being specified that this authorization may be used only from and after August 1 st , 2022; 2. set the maximum discount to be offered in connection with company savings plan at 30% of an average of the trading price of the Company’s shares on Euronext Paris during the twenty (20) trading sessions preceding the date of the decision of the Board of Directors or of its authorized representative setting the date to begin taking subscriptions, it being specified that the Board of Directors may reduce the aforementioned discount within applicable legal and regulatory requirements, or not to grant one, in particular so as to take into account the laws and regulations applicable in countries where such offering may be implemented; 3. authorizes the Board of Directors, in application of Article L. 3332-21 of the French Labor Code, to make grants of free ordinary shares or other securities granting immediate or differed access to ordinary share capital under all or part of the discount and/or, as the case may be, for the matching contribution, provided that the value of the benefit resulting from this grant on account for the discount and/or the matching contribution, shall not exceed the limits imposed by applicable law and regulations; 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting