333 Life Is On | Schneider Electric www.se.com Chapter 4 – Corporate Governance Report Corporate Governance 4. Post-mandate benefits Listening carefully to the concerns raised by the shareholders and taking their feedback into account, the Board changed in the 2020 Compensation policy the Chairman and CEO’s post-mandate benefits: • Complementary payments for pension are now excluded from the severance indemnity calculation; • A resignation may qualify as a forced departure only if the resignation was requested, which may include reasons such as change in strategy, voluntary resignation does not qualify as a forced departure; • Prorata rule now applies as a principle to determine the Chairman and CEO’s right to keep unvested shares after their constraint departure. The table below presents a summary of the benefits that could be granted to the Chairman and CEO on leaving office depending on the terms of the departure. The information provided in this summary is without prejudice to any decisions that may be made by the Board. In determining overall termination arrangements, the Board will ensure that termination benefits shall be granted only in case of forced departure and regardless of the form of the departure. In any case, Involuntary Severance Pay will not be paid if the resignation is a consequence of wrongful or gross misconduct. Voluntary resignation/Removal from office for wrongful or gross misconduct Forced departure Retirement or change of assignment within the Group Involuntary Severance Pay Not applicable Maximum Amount = twice the arithmetical average of the Corporate Officer’s annual fixed and variable cash compensation, to the exclusion of complementary pension payments, paid over the last 3 years taking into account the non-compete compensation, if any, and subject to the attainment of performance conditions. Not applicable Non-compete indemnity If not waived by the Board, 60% of annual fixed and target variable compensation (excluding pension payments) Not applicable Retention of unvested share awards Forfeited in full Rights retained on prorata basis to presence within Schneider Electric Rights retained in full • The termination benefits only become payable if the departure of the Chairman and CEO is forced, including requested resignation, in the following cases; − Dismissal, non-renewal or requested resignation of the Chairman and CEO, within the six months following a material change in Schneider Electric’s shareholder structure that could change the membership of the Board of Directors; − Dismissal, non-renewal or requested resignation of the Corporate Officer, in the event of a reorientation of the strategy pursued and promoted by the Chairman and CEO until that time, whether or not in connection with a change in shareholder structure as described above; and − Dismissal, non-renewal or requested resignation of the Chairman and CEO, although, on average, two-thirds of the Group performance criteria have been achieved for the last four fiscal years from the day of departure. • Payment of the Involuntary Severance Pay is subject to fulfilment of the following performance conditions based on the average rate of achievement of the Group’s performance criteria used in the annual variable compensation for the last three fiscal years preceding the date of the Board’s decision: Group criteria achievement Severance payment < 66% No payment 66% –100% 75%–100% of the Maximum Amount, calculated on a straight line basis >10 0% 100% of the Maximum Amount • The aggregate amount of the Involuntary Severance Pay and the non-compete compensation, if any, shall not exceed the Maximum Amount. • Non-compete: the Chairman and CEO is bound by a non-compete agreement in case of departure. The one-year agreement calls for compensation to be paid at 60% of annual fixed and target variable parts (excluding complementary payments). In line with the recommendations of the AFEP-MEDEF Corporate Governance Code, the Board will determine whether to apply the non-compete clause at the time of departure of the Corporate Officer. • If the Chairman and CEO leaves the Group in circumstances of a forced departure, he will be entitled to retain unvested Performance Shares, which would typically vest at the end of the relevant vesting period, subject to the applicable performance conditions, and which will be pro-rated for the time the Corporate Officer remained with the Group in any capacity during the vesting period. In case of retirement or change of assignment within the Group, the Chairman and CEO will keep his right to the unvested Performance Shares granted to him previously, subject to the applicable performance conditions and without any prorata .