Schneider Electric : 2023 Notice of meeting

Notice of meeting

ANNUAL SHAREHOLDERS' MEETING

May 4, 2023, at 3pm

Palais des Congrès, Amphithéâtre Bordeaux, 2, place de la Porte Maillot, 75017 Paris

Digital and Electric: for a sustainable and resilient future

Notice of meeting

Annual Shareholders' Meeting May 4, 2023, at 3pm

Palais des Congrès Amphithéâtre Bordeaux 2, place de la Porte Maillot 75017 Paris

Summary

Statement of the Vice-Chairman & Lead Independent Director 1

Statement of the Chairman & Chief Executive Officer 2

Interview with the Chief Financial Officer 4

1.	2022 Highlights	5
2.	Corporate Governance	15
3.	Climate strategy of the Company	39
4.	Corporate Officers' compensation	41
5.	Agenda of the Annual Shareholders' Meeting	71
6.	Explanatory comments & draft resolutions submitted
to the Annual Shareholders' Meeting	73
7.	Participation to the Annual Shareholders' Meeting	94
8.	Request for documents and information	99

For events and company information, contact Schneider Electric:

• • Phone : toll-free number 0805 651 650

• • Post : Schneider Electric - Investors relations - 35 rue Joseph Monier, 92506 Rueil-Malmaison cedex

Statement of the Vice-Chairman & Lead Independent Director

Dear Shareholders,

2022 was a strong year with record revenues, profitability, and net income despite the many challenges confronting businesses around the world. This led the Board to propose a dividend of €3.15 per share; making 2023 the 13th consecutive year of dividend growth. The Board is also proud of the progress made in the second year of the ambitious 2021-2025 Schneider Sustainability Impact program as the Company scored 4.91 against a target of 4.70, in accordance with the Board's commitment toward sustainability and our wish to be an Impact company. These strong results, achieved amidst ongoing headwinds, are testament to the success and robustness of the strategy implemented for the last 20 years under the leadership of Jean-Pascal Tricoire, Chairman & CEO.

After two decades where Jean-Pascal Tricoire has led the strategic transformation of the Group and further to his wish to step down as CEO as of May 3, 2023, the time has come for a change of governance at the head of the Company. In accordance with the intention disclosed in 2021, the Board of Directors has decided to separate the functions of Chairman and Chief Executive Officer.

Peter Herweck who was the CEO of AVEVA, will succeed Jean-Pascal Tricoire as CEO on May 4, 2023, becoming responsible for the general management of Schneider as the sole executive corporate officer. Over the last four years, the Governance & Remunerations Committee, under the guidance of the Board of Directors, has conducted a comprehensive and robust succession planning process to propose a successor for the role of CEO. Several high-quality candidates were considered. Peter Herweck's level of global operational experience, technology and software acumen, skills and personal qualities were assessed by the Board as being particularly in line with the Group's strategy. His appointment was unanimously approved by the Board of Directors with Jean-Pascal Tricoire's full support.

At the unanimous request of the Board of Directors, who want to retain the benefit of his extensive experience, Jean-Pascal Tricoire will remain as Chairman. On behalf of the Board, I express our deepest thanks to Jean-Pascal Tricoire for the transformation of the Group in scale, performance, purpose and capability. His many achievements include the repositioning of Schneider Electric as a leader in the fields of digitization, electrification and sustainability, as well as building a distinctive culture and management system based on a meaningful and inclusive mission and the empowerment of people. This robust foundation has made Schneider Electric future-ready and the Board of Directors is confident in the continued success of the Group in the coming years, which will continue to be supported by Jean-Pascal Tricoire in his role as Chairman.

This change of governance will go alongside a new set up of the Committees and a reorganization of the powers of each corporate body. A Governance, Nominations & Sustainability Committee will be created and will focus on matters considered to be central to the work of the Board, including governance, succession planning of Board members, Corporate Officers and Executive Committee members,

and Sustainability. A separate Human Capital & Remunerations Committee will oversee all topics related to the compensation of the employees, Executive Committee members, as well as Corporate officers and Board members. The Chairman of the Board will be entrusted with extended powers and missions beyond those provided for by law to put his experience at the Company's service. Further to this, my own powers, as Vice-Chairman & Lead Independent Director, will now include the ability to request that the Chairman of the Board of Directors call a meeting of the Board of Directors to discuss a given agenda.

During the year, the Board continued to improve and reinforce its composition, and invites you to support, at the Shareholders' Meeting, the appointment of two new Independent Directors. Abhay Parasnis, a US citizen, is Adobe's former Chief Technology Officer and Chief Product Officer and serves on the Board of Directors at Dropbox. He will bring to the Board his remarkable technology and digital skills,especially his experience in cloud transition and in SaaS transformation, as well as his spirit of innovation and reinvention. Giulia Chierchia, an Italian and Belgian dual citizen, is currently Executive Vice-President of Strategy, Sustainability and Ventures at BP. She will bring to the Board her expertise in Sustainability and the energy sector, in particular, her experience in energy transition strategy in large companies with a global approach including strategy, sustainability, capital allocation and ventures. I also invite you to renew the terms of office of Léo Apotheker, Gregory Spierkel, and Lip-Bu Tan, all of whom bring many complementary skills to the Board.

Throughout 2022, I had the opportunity to discuss our compensation policy and practices by engaging with many of Schneider Electric's shareholders, as well as investor representative bodies. For 2023, the compensation policies proposed by the Board reflect the Group's governance change. Considering that Jean-Pascal Tricoire is stepping down as CEO on May 3, 2023, the Board decided not to increase his fixed remuneration for the period from January 1, 2023 until May 3, 2023 and to maintain his compensation policy broadly in line with that applied in 2022. When positioning the fixed compensation of Jean-Pascal Tricoire as Chairman for the period beginning on May 4, 2023, the Board used an in-depth study of industry practices for compensation and also took into account the specific missions assigned to him by the Board. In designing the remuneration policy applicable to the new CEO, the Board wished to maintain an overall stability in the existing compensation structure which has evidently driven positive behavior. It appears balanced, provides market competitive pay, and ensures a strong link between pay and performance. The policy also provides strong alignment with both employees and shareholders, as well as a focus on the long-term. The Board also took into account shareholders' feedback and proposed some adjustments, such as (i) the review of the targeted amounts for the different components of the compensation which will lead to a decrease of the on-target global remuneration opportunity by 23% compared to the previous Chairman & CEO remuneration policy, (ii) the strengthening of the performance targets linked to the involuntary severance indemnity, and (iii) the inclusion of a clawback provision. We hope that these proposals which appear balanced and fair will receive your support.

Further to this letter, I invite you to read the governance and compensation report and notice of meeting which provide more details on the resolutions you are asked to approve at the 2023 Shareholders' Meeting. We look forward to a successful AGM and sincerely hope that many of you will take part in the Company's decisions by voting on the resolutions, attending physically, and expressing your views during the Q&A session.

Thank you for your support and your trust,

Fred Kindle

Vice-Chairman & Lead Independent Director

Life Is On | Schneider Electric |www.se.com

Statement of the Chairman & Chief Executive Officer

" We develop solutions for a world that is more digital, more electric, and more sustainable."

Jean-Pascal Tricoire, Chairman and CEO

It goes without saying: 2022 was another hugely challenging year for the world. On top of the lingering effects of the pandemic, supply chain disruptions, and electronic and resource shortages of the preceding years, 2022 brought war, sanctions, soaring interest rates, inflation, and an energy and cost-of-living crisis that caused hardship for millions of people and weighed on economies around the world. And not to forget some of the worst climate-related events on record.

Against this backdrop, we, at Schneider Electric, deployed our people and resources across our geographic footprint to make a meaningful impact - both supporting the communities impacted by the immediate crises, and helping all our stakeholders to improve their efficiency, reach for their sustainability goals, digitize to be fit for the future and bolster their long-term resilience against future economic and environmental shocks.

It was another year in which we were true to our purpose: to empower all to make the most of our energy and resources, bridging progress and sustainability for all.

The inflection point: the new energy future is about to materialize

While there's a lot to reflect on, it's best to focus on what this means for the future.

The root cause of both the climate crisis and the energy crisis is the same: an unsustainable energy model that relies heavily on carbon-dense energy sources like gas, coal and oil. In 2022, we saw the consequences of having put insufficient investment towards remodeling our energy system. Energy prices, aggravated by the war in Ukraine, soared to a point that choked the economy.

What all this means is that we're at an inflection point. The twin crises of climate and energy has created a potential turning point in the way we generate, manage, and consume energy.

The medium-term aspiration of reaching carbon neutrality to fight climate change now fully aligns with the short-term objective of ensuring energy security and shielding economies from the volatility and pressure of energy prices.

SchneiderElectric Noticeofmeeting2023|www.se.com

Accelerating the energy transition has never made more sense.

A year that reinforced our focus on digitization, electrification, and sustainability

The best way to make the energy transition a reality is to decarbonize the demand side of the energy equation - how we use and consume energy. Think about it: Net-zero buildings, homes or cities, cars powered by electricity, ultra-efficient industries. All these are less severely impacted by rising energy costs and energy supply constraints. And they contribute less to climate change.

Too often, the debate focuses purely on how to shift energy supply away from fossil fuels and towards renewables. This is forgetting the most important part: energy transitions happen when we transition the demand side. So we must transition demand for technologies that benefit users, and the supply will follow.

We have the opportunity, today, to create a more energy-efficient world by combining:

• 1. Digitization that can save energy in homes, commercial and other buildings, infrastructure, data centers, and industry.

• 2. Greater electrification, on both the production and the consumption side. Electricity is much more efficient than the combustion of fossil fuels. Electric cars and heat pumps are clear examples of this. We don't appreciate enough that 60% of fossil fuels today are wasted in the process of conversion.

• 3. Decentralization of some of our energy production, via microgrids using on-site renewables.

• 4. Flexibility of energy supply and demand, via smart grids that allow us to optimize how we use or store energy.

At Schneider Electric we've spent the last 20 years building our expertise and portfolio in exactly those areas. We develop solutions for a world that is more digital, more electric, and more sustainable, helping our customers at every stage of their journey towards greater efficiency and resilience, wherever they are.

EcoStruxure, our full IoT, plug-and-play, open, interoperable architecture and platform, covers everything from Connected Products to Edge Control, and Apps, Analytics and Services to meet the needs of customers.

Our agnostic software and data portfolio provides the toolbox for customers to digitize their enterprise. By bringing together all of their data into an industrial format, we can build a full digital twin of their operations. This enables them to immerse their people in a comprehensive metaverse of their enterprise, deliver greater efficiency and costs savings, and increase safety, resilience and circularity. The recent acquisition of AVEVA allows us to bring these possibilities to our customers faster.

Our services offer supports our customers across the lifecycle of their assets, from initial consultation to end-of-life and circularity.

Our sustainability business supports customers with a full-service consultancy offering, from strategy right through to digitization and decarbonization. It starts with measuring their carbon and energy footprint, then helping to reduce this footprint and bolster their energy resilience, including through sourcing the cheapest and greenest energy for their use.

While the majority of our activity is focused on the demand side, we also provide solutions to decarbonize and improve the safety of the fossil fuel industry. Realistically, fossil fuels will remain a significant part of the energy mix for many years. At Schneider Electric, we therefore assist this industry in their journey to minimizing their carbon and methane footprint, and the impact on environment and society.

A year that reinforced our strategy of having ESG at the core of everything we do

Business drivers and performance are one side of the story. The other is non-financial performance: we don't see positive environmental, social and governance (ESG) performance as something that comes at the price of business performance.

Since the early 2000s, we've put ESG principles at the heart of everything we do. Back then, we set ourselves ambitious goals around decarbonization, diversity and inclusion, social responsibility, among others. Since then, we've consistently dialed up those goals and commitments. They've helped us to expand into promising new markets, to innovate, to reduce waste and costs, recycle and save resources, and to attract and retain talent.

Today, we are an "Impact Company", striving to make a long-term positive impact across multiple dimensions on the planet and societies around us. The logic is simple: if you want to do well as a company, you must also do good - and vice versa. And we must bring everyone along on this journey.

Over the course of 2022, we delivered some great achievements and received numerous awards and recognitions that attest to our performance on these fronts.

For more detail on all this, please read the overview that Gwenaelle Avice-Huet, our Chief Strategy and Sustainability Officer, provides later on in this report.

A year that underlined the value of our unique multi-hub model and culture

Throughout the turmoil of the past few years - and in 2022 in particular - our multi-hub set-up has stood us in good stead. Having four regional hubs -- in North America, Europe, China and India - has provided us with greater resilience amid constant change.

Our teams are empowered to make decisions in light of the local situation, adapting and responding quickly to market opportunities and local circumstances. They do this while staying close to our customers, business partners and other stakeholders, and locating our factories and warehouses close to the points of sale, thus limiting the carbon footprint of our supply chains.

A year that highlighted that Great People really make Schneider a Great Company

Crises or not, our colleagues in more than 100 countries around the world work with purpose, passion and commitment to support our customers, our communities, our business, and each other.

I'm proud to say that's long been the case, as the numerous awards and recognitions we receive every year confirm. But 2022 truly highlighted this dedication.

Our supply chain, sales and customer service teams navigated difficulties and worked hard to try to find solutions to the resource and delivery challenges that still haunted the world for much of 2022. Our factory workers in some countries volunteered to spend weeks inside their sites to ensure that mission-critical operations continued throughout the local lockdowns. And together, our people and company raised over €2 million for the Tomorrow Rising Ukraine Fund, which we set up to support Ukrainians at this very difficult time, and donated a range of electrical equipment, to help restore energy in the country.

A year of challenges - and of opportunity

Yes, 2022 was another year full of challenges for economies, companies and households the world over. But those very challenges are now coalescing to accelerate the transition we so urgently need.

We have the opportunity to create a new energy landscape -- one that is connected, smart, efficient, clean, sustainable, and more resilient to external shocks. And one that makes access to safe and reliable energy a reality for everyone.

Schneider Electric is positioned right at the heart of these changes: our products, systems, services and software; our portfolio, people, and multi-hub set-up; and our commitments to making a positive impact on the planet and society. All these combine to make us a trusted partner and advisor for our customers as they navigate this journey towards the new energy future.

At our 2022 Fiscal results, I made the announcement that as of May 4 2023, Peter Herweck will become Chief Executive Officer of Schneider Electric and I will continue on as Chairman of the Board. After thirty-six years at Schneider, of which twenty were spent as Chief Executive or Operating Officer, I leave the role of CEO just as passionate about the business, people and customers as when I first began my career at this company.

Under Peter's leadership, a new chapter of Schneider Electric begins, building on the solid foundation that many have contributed to and created together these past two decades.

I look forward to continuing this journey with Schneider as Chairman.

Jean-Pascal Tricoire, Chairman and CEO

Life Is On | Schneider Electric |www.se.com