Annual General Meeting

April 28, 2021

Disclaimer

All forward-looking statements are Schneider Electric management's present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward- looking statements. For a detailed description of these factors and uncertainties, please refer to the section "Risk Factors" in our Universal Registration Document (which is available on www.se.com). Schneider Electric undertakes no obligation to publicly update or revise any of these forward-looking statements.

This presentation includes information pertaining to our markets and our competitive positions therein. Such information is based on market data and our actual revenues in those markets for the relevant periods. We obtained this market information from various third party sources (industry publications, surveys and forecasts) and our own internal estimates. We have not independently verified these third party sources and cannot guarantee their accuracy or completeness and our internal surveys and estimates have not been verified by independent experts or other independent sources.

Annual General Meeting agenda

Ordinary Shareholders' Meeting

FY2020

Financial statements

Say on Pay ex-post

Say on Pay ex-ante

  1. Approval of statutory financial statements for the 2020 fiscal year
  2. Approval of consolidated financial statements for the 2020 fiscal year
  3. Appropriation of profit for the fiscal year and setting the dividend
  4. Approval of regulated agreements governed by
    Article L. 225-38 et seq. of the French Commercial Code
  5. Approval of the information on the Directors and
    Corporate officers' compensation paid or granted for the fiscal year ending December 31, 2020 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 2020 fiscal year or awarded in respect of the said fiscal year to
    Mr. Jean-Pascal Tricoire
  7. Approval of the Chairman and Chief executive officer's compensation policy
  8. Approval of the Directors' compensation policy

Renewal/

Appointment

of Directors

Appointment of the Director representing the employee shareholders

Share buy-back

  1. Renewal of the term of office of Mr. Jean-Pascal Tricoire
  2. Appointment of Mrs. Anna Ohlsson-Leijon as a Director
  3. Appointment of Mr. Thierry Jacquet as Director representing the employee shareholders
  4. Appointment of Mrs. Zennia Csikos as Director representing the employee shareholders
  5. Renewal of the term of office of Mrs. Xiaoyun Ma as Director representing the employee shareholders
  6. Appointment of Mrs. Malene Kvist Kristensen as Director representing the employee shareholders
  7. Authorization granted to the Board of Directors to buy back Company shares

Annual General Meeting agenda

Extraordinary Shareholders' Meeting

Capital increase 16

Delegation of authority to the Board of Directors to

with Preferential

increase the capital by issuing ordinary shares or

subscription right

securities giving access to share capital of the Company

with shareholders' preferential subscription right

Capital increase 21

Delegation of authority to the Board of Directors to

by capitalizing

increase the capital by capitalizing additional paid-in

reserves

capital, reserves, earnings or other

Capital increase w/o Preferential subscription right

17 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

Capital increase 22

Delegation of authority to the Board of Directors to

reserved to

undertake capital increases reserved for participants in

employees

a company savings plan 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

18 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

Cancellation

23

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

comparable to those offered to participants in a company

savings plan without shareholders' preferential

subscription right

24

Authorization to the Board of Directors to cancel shares

  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 (Greenshoe)
  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 in consideration for contributions in kind to the Company

of shares

of the Company bought back by the Company under

the share buyback programs

25

Amendment of the Article 13 of the Articles of Association

to correct a material error

26

Powers for formalities

List of contents

Simplified agenda

2020: A Signature Year - Mr. Jean-Pascal Tricoire

Finance - Mme. Hilary Maxson

Governance - Mr. Fred Kindle

Statutory Auditors' Report - Mr. Jean-YvesJégourel

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Schneider Electric SE published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 15:43:01 UTC.