www.se.com Schneider Electric Universal Registration Document 2021 448 Chapter 8 – Annual Shareholders’ Meeting 8.1 Explanatory comments & draft resolutions submitted to the Annual Shareholders’ Meeting This section presents the draft resolutions that will be submitted to the Annual Shareholders’ Meeting of the Company that will be convened on May 5, 2022 and the report of the Board of Directors (explanatory comments) for those resolutions. The Board of Directors’ report and the draft resolutions are the one approved by the Board of Directors in its meeting of February 16, 2022. They may be subject to further amendments in the final Notice of Meeting to be published in the BALO official journal, where necessary, in order to take into account subsequent decisions of the Board of Directors. Agenda ORDINARY SHAREHOLDERS’ MEETING: Resolution 1 Approval of statutory financial statements for the 2021 fiscal year Resolution 2 Approval of consolidated financial statements for the 2021 fiscal year Resolution 3 Appropriation of profit for the fiscal year and setting the dividend Resolution 4 Approval of regulated agreements governed by Article L. 225-38 et seq. of the French Commercial Code Resolution 5 Reappointment of Mazars as statutory auditor; no reappointment and no replacement of Mr. Thierry Blanchetier as substitute statutory auditor Resolution 6 Appointment of PricewaterhouseCoopers Audit as statutory auditor; no reappointment and no replacement of Auditex as substitute statutory auditor Resolution 7 Approval of the information on the Directors’ and the Corporate officer’s compensation paid or granted for the fiscal year ending December 31, 2021 mentioned in Article L. 22-10-9 of the French Commercial Code Resolution 8 Approval of the components of the total compensation and benefits of all types paid during the 2021 fiscal year or awarded in respect of the said fiscal year to Mr. Jean-Pascal Tricoire Resolution 9 Approval of the Corporate Officer (Chairman and Chief executive officer)’s compensation policy Resolution 10 Approval of the Directors’ compensation policy Resolution 11 Renewal of the term of office of Mrs. Linda Knoll Resolution 12 Renewal of the term of office of Mr. Anders Runevad Resolution 13 Appointment of Mrs. Nivedita Krishnamurthy (Nive) Bhagat as a Director Resolution 14 Authorization granted to the Board of Directors to buy back Company shares EXTRAORDINARY SHAREHOLDERS’ MEETING: Resolution 15 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 Resolution 16 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 Resolution 17 Delegation of authority to the Board of Directors to undertake capital increases reserved for employees of certain non-French subsidiaries of the Group, directly or via entities acting to offer those employees benefits comparable to those offered to participants in a company savings plan without shareholders’ preferential subscription right Resolution 18 Review and approval of the plan to merge IGE+XAO into Schneider Electric Resolution 19 Powers for formalities