www.se.com 376 Schneider Electric Universal Registration Document 2021 Chapter 5 – Consolidated financial statements at December 31, 2021 Outstanding shares In respect of subscription vesting conditions for current performance shares plans, Schneider Electric SE has not created shares in 2021 and used existing treasury shares. Changes in the number of outstanding number of shares in 2021 were as follows: Plan no. Number of performance shares at Dec. 31, 2020 Number of shares granted or to be granted Number of shares cancelled in 2020 Number of performance shares at Dec. 31, 2021 Plan 30 23,417 (22,992) (425) – Plan 31 2,086,639 (2,036,511) (5 0 ,12 8) – Plan 31 bis 28,000 (24,687) (3,313) – Plan 32 20,817 – – 20,817 Plan 33 2,18 5 , 42 2 (1,800) (9 4 ,170) 2,089,452 Plan 34 84,080 – (3,370) 80,710 Plan 35 17,450 – – 17,450 Plan 36 18,000 – – 18,000 Plan 37 2,068,990 (800) (71,40 0) 1,996,790 Plan 37 bis 102,861 – (4 ,110) 9 8,751 Plan 38 – 11, 371 – 11, 371 Plan 39 – 1,463,997 (14,873) 1, 4 4 9 ,124 Plan 39 bis – 48,720 (380) 48,340 Plan 39 ter – 33,082 – 33,082 TOTAL 6,635,676 (529,620) (2 42 ,16 9) 5,863,887 For performance shares to vest, the grantee must be an employee or corporate officer of the Group. In addition, vesting of some performance shares is conditional on the achievement of annual objectives based on financial indicators. Valuation of performance shares In accordance with the accounting policies described in Note 1.20, the performance shares plans have been valued based on an average estimated life of 3 to 5 years using the following assumptions: • a pay-out rate of between 2.2% and 3.5%; • a discount rate of between (0.8)% and 1.0%, corresponding to a risk-free rate over the life of the plans (source: Bloomberg). Based on these assumptions, the expense recorded under “Selling, general and administrative expenses” breaks down as follows: (in millions of euros) Full year 2021 Full year 2020 Plans 2016 – 11 Plans 2017 – 10 Plans 2018 6 41 Plans 2019 40 43 Plans 2020 37 28 Plans 2021 35 – TOTAL 118 133 In 2021, the Group also recorded an additional expense of EUR 43 million, mostly relating to AVEVA subgroup’s performance shares plan for EUR 36 million, bringing the total Group expense to EUR 161 million. Worldwide Employee Stock Purchase Plan Every year, Schneider Electric gives its employees the opportunity to become group shareholders thanks to employee share issues. Employees in countries that meet legal and fiscal requirements have been proposed the classic plan. Under the classic plan, employees may purchase Schneider Electric shares at a 15% discount to the price quoted for the shares on the stock market. Employees must then hold their shares for five years, except in certain cases provided for by law. The share-based payment expense recorded in accordance with IFRS 2 is measured by reference to the fair value of the discount on the locked-up shares. The lockup cost is determined on the basis of a two-step strategy that involves first selling the locked-up shares on the forward market and then purchasing the same number of shares on the spot market (i.e., shares that may be sold at any time) using a bullet loan. This strategy is designed to reflect the cost the employee would incur during the lock-up period to avoid the risk of carrying the shares subscribed under the classic plan. The borrowing cost corresponds to the cost of borrowing for the employees concerned, as they are the sole potential buyers in this market. It is based on the average interest rate charged by banks for an ordinary, non-revolving personal loan with a maximum maturity of five years granted to a natural person with an average credit rating. 5.5 Notes to the consolidated financial statements