www.se.com Schneider Electric Universal Registration Document 2021 438 Chapter 7 – Information on the Company and its capital 7.2.5 Share buybacks 7.2.5.1 Current share buyback program We remind you that on February 14, 2019 Schneider Electric initiated a new EUR 1.5 billion to EUR 2.0 billion share buyback program over the period 2019 – 2021. The program has been launched under the 15 th resolution approved at the 2018 Annual Shareholders’ Meeting and pursued under the 14 th , 17 th , and 15 th resolutions approved respectively at the 2019, 2020, and 2021 Annual Shareholders’ Meetings. These buybacks were part of a policy to neutralize the dilution resulting from capital increases reserved for employees or from Long-term Incentive Plans. All the shares acquired by the Company as part of the share buyback program are held to cover Long-term Incentive Plans. At the beginning of 2021, due to the economic uncertainty, and considering the on-going acquisitions, the share buyback program remained on-hold after its suspension due to the COVID-19 crisis in 2020. The share buyback program re-started at the end of July 2021 with the time frame for completion extended by 12 months, to run until the end of 2022. Since the beginning of the program in 2019, a total of €577,499,243 of share buyback corresponding to 5,941,783 shares bought back by the Company had been completed including €261,659,633 of share buyback in 2021 corresponding to 1,809,054 shares bought back by the Company pursuant to the last authorizations. 7.2.5.2 Share buyback program to be submitted to the Annual Shareholders’ Meeting of May 5, 2022 Details of this share buyback program are as follows: Number of shares and percentage of share capital held directly and indirectly by Schneider Electric SE* • own shares: 12,455,824 shares, i.e. 2.19% of share capital • treasury shares: 1,058 shares • total: 12,456,882 shares, i.e. 2.19% of share capital Overview of purposes for which shares have been held* • for all own shares* held: allocation of Performance Shares Share buyback program objectives • allotment to employees or Corporate Officers as a long-term compensation tool • delivery as a result of the exercise of rights attached to securities giving access to the Company’s capital • cancellation • delivery in connection with external growth operations • disposal in the course of a share management agreement Maximum number of shares that may be acquired • 10% of the issued share capital at any moment: – on the basis of the issued share capital*: 56,903,344 Schneider Electric SE shares with a nominal value of €4 − taking into account treasury stock and own shares*: 44,446,462 shares or 7.80% Maximum purchase price and maximum aggregate amount of share purchases • the maximum purchase price is set at €250 per share, i.e. €14,225,836,000 Duration of the buyback program • 18 months maximum, expiring on November 4, 2023 Transactions carried out pursuant to the program authorized by the Annual Shareholders’ Meeting 2021 between April 29, 2021 and February 16, 2022 • Number of shares acquired: 1,809,954 • Average purchase price: €144.64 • Number of shares transferred: 27,287 • Average transfer price: €61.01 * As of January 31, 2022. 7.2.6 Pledge Pledges on Schneider Electric SE shares 391,184 shares are pledged. Pledges on subsidiaries’ shares Schneider Electric SE has not pledged any shares in significant subsidiaries. 7.2 Capital
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