Schneider Electric : Shareholders’ engagement – Presentation of the resolutions

Governance Roadshow

April 2023

Internal

1. FY 2022 highlights:

Strong financial performance against a challenging backdrop

Energy Management

Energy efficiency

Adj. EBITA margin

20.4%

c.+40bps

org. improvement

Group
€34bn	Industrial Automation
+18% / +12.2% org.
Group FY 2022 revenues	Process efficiency

€26.4bn	€7.7bn	18.9%
		Adj. EBITA margin
+12.9%	+9.5%	c.+30bps
Org.	Org.	org. improvement

Adj. EBITA margin

17.6%, +40bps

org. improvement

2022 Adj. EBITA growth +14.4% organic, at the top end of revised up targeted range

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Internal

2. AGM Agenda (1/2) - Ordinary shareholders' meeting

FY2022

Financial statements

1. Approval of statutory financial statements for the 2022 fiscal year
2. Approval of consolidated financial statements for the 2022 fiscal year
3. Appropriation of profit for the fiscal year and setting the dividend
4. Approval of regulated agreements governed by Article L. 225-38et seq. of the French Commercial Code

Say on Pay ex-ante

7 Approval of the compensation policy for the Chairman & Chief Executive Officer, Mr. Jean-Pascal Tricoire, for the period from January 1 to May 3, 2023

1. Approval of the compensation policy for the Chief Executive Officer, Mr.Peter Herweck, for the period from May 4 to December 31, 2023
2. Approval of the compensation policy for the Chairman of the Board of Directors, Mr. Jean-Pascal Tricoire, for the period from May 4 to December 31, 2023

1. Determination of the total annual compensation of the Directors
2. Approval of the Directors' compensation policy

Say on pay ex-post

5 Approval of the information on the Directors' and the Corporate Officer's compensation paid or granted for the fiscal year ending December 31, 2022 mentioned in Article L. 22-10-9 of the French Commercial Code

6 Approval of the components of the total compensation and benefits of all types paid during the 2022 fiscal year or awarded in respect of the said fiscal year to Mr. Jean- Pascal Tricoire

Renewal/

Appointment

of Directors

12 Renewal of the term of office of Mr. Léo Apotheker

1. Renewal of the term of office of Mr. Gregory Spierkel
2. Renewal of the term of office of Mr. Lip-Bu Tan
3. Appointment of Mr. Abhay Parasnis as a Director
4. Appointment of Mrs. Giulia Chierchia as a Director

Say on	17	Opinion on the Company Climate strategy
Climate
Share	18	Authorization granted to the Board of Directors to buy back Company
buy-back
	shares

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Internal

2. AGM Agenda (2/2) - Extraordinary shareholders' meeting

Capital increase with preferential subscription right

19 Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities giving access to share capital of the Company with shareholders' preferential subscription right

20 Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities giving access to share capital of the Company without shareholders' preferential subscription right through a public offering other than those referred to in Article L. 411-2 1° of the French Monetary and Financial Code

Capital increase by capitalizing reserves

Capital increase reserved to employees

24 Delegation of authority to the Board of Directors to increase the capital by capitalizing additional paid-in capital, reserves, earnings or other

25 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

26 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

Capital increase without preferential subscription right

21 Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities giving access to share capital of the Company without shareholders' preferential subscription right through an offering in accordance with Article L. 411-2 1° of the French Monetary and Financial Code

comparable to those offered to participants in a company savings plan without shareholders' preferential subscription right

1. Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without shareholders' preferential subscription right
2. Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities giving access to share capital of the Company without shareholders' preferential subscription right in consideration for contributions in kind to the Company

Cancellation of shares

1. Authorization to the Board of Directors to cancel shares of the Company bought back by the Company under the share buyback programs
2. Powers for formalities

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Internal

3. TSR & Progressive dividend - Resolution n° 3

Progressive Dividend1 for 13th year in a row

Near-term management focus:

€3.151		€3.151	Successful integration of
Dividend per share		recent acquisitions and
+9% vs. 2021 (€2.90)	x3		deliver associated

synergies

Completion of share

buyback program

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

1. Subject to Shareholder approval on May 4, 2023

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Ongoing portfolio review for

strategic fit as part of

business as usual

Focus on shareholder

return

Internal