Strategic Report Corporate Governance Report Financial Statements Shareholder Information 215 procedures the of Board Directors of 234 operating procedures and activities) 251 Independent Director of the Board of Director Independent of Directors and commitments granted or paid out during the 2020 compensation) fiscal (ex-post year 259 266 261 year fiscal Corporate (excluding Management 292 Officers) 282 (stock options & Performance (stock Shares) 294 1.1 1.1 Composition the of Board Directors of 218 1.2 operating and Organizational 1.3 Board activities Board 1.3 249 1.4 1.4 Board committees (composition, 1.6 Senior management management Senior 1.6 agreements Regulated 1.7 260 2.3 Compensation policy for the 2021 2.4 Compensation Group of Senior 1.5 1.5 Report the of Vice-Chairman & Lead Overview2.1 2.2 General report on the compensation 264 2.5 2.5 Long-term plans incentive 1. Governance Report1. Governance 215 Corporate Corporate Report Governance 2. Compensation Report 2. 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Governance Report Governance 1. participate in a similar annual variable compensation plan. compensation variable annual inasimilar participate who Group ofthe employees ~58,000 tothe applied approach the with consistent tobe had Officer Corporate the for outcome The Company applies all the AFEP-MEDEF corporate governance guidelines that are available online at www.medef.com. at online available are that guidelines governance corporate AFEP-MEDEF the all applies Company The Corporate Governance Code 10, 2021. of February meeting its at ofDirectors Board bythe approved been has report governance corporate This nd of the CAC40 and 1 and CAC40 ofthe Universal Registration Document 2020 st of its Peer group). In addition, the the group). Inaddition, Peer ofits i.e. i.e. 5 more 5 more & Lead Independent Director Vice-Chairman Kindle Fred trust, your and support your for you Thank AGM. to asuccessful forward look but this about sorry truly We are time. second the for meeting aphysical toconduct us allow not will pandemic ongoing the Unfortunately, provide. will we that tools digital the with meeting the during ofor ahead views their express can They Meeting. 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Consequently, the Board of Directors decided not new the and benefits post-mandate the on example, (for years few last inthe made revisions the for approval wide the into account took ofDirectors Board policy, the compensation 2021 the for As the crisis. throughout resilience strong Company’s the as well as years three past the over realized return shareholder and performance outstanding the reflects accurately level payout its that concluded Board the in2020, LTIP vested the For that unchanged. remained which Plans Long-Term Incentive tothe clause discretion the toapply not decided Board the that tonote important is It & Lead Independent Director Vice-Chairman Kindle Fred www.se.com Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 217 Life Is On | Schneider Electric Schneider | On Is Life 75% independence 60% 60% independence 75% independence** 80% independence** 3 2020 in sessions executive 75% independence 100% average attendance 100% average attendance 100% average attendance 100% average attendance 97% average attendance in 2020 100% average attendance meetings 4 meetings* 5 meetings* 5 8 meetings* 10 meetings* 12 2020 in meetings Digital Committee 4 members Investment Committee Investment 7 members Read more in section 1.4.5 6 members Read more in section 1.4.4 members Human Resources & CSR Committee Read more in section 1.4.3 Governance & Remunerations Committee 5 Read more in section 1.4.2 Audit & Risks Committee 4 members Read more in section 1.4.1 Board of Directors Directors14 including 8 independents, 2 Directors representing the employees and 1 Director repesenting the employee shareholders. * * Including joint meetings with other committee ** Employee Directors excluded as prescribed by the AFEP-MEDEF Corporate Governance Code www.se.com Governance structure structure Governance 3 218 Corporate governance report Schneider Electric Annual General Shareholders’ Meeting. * Document Registration Universal dateofthis the anduntil in2020 ofDirectors Board ofthe composition inthe Changes Board committees Independent Director Pellerin Fleur Mrs. Director Kissling R. Mr. Willy officer executive andChairman Chief Tricoire Mr Jean-Pascal Apr on held tobe Meeting Shareholders’ Annual the at candidacy her tosubmit intent the 10, with 2021 February on of Directors by Observer an as appointed was Ohlsson-Leijon Anna Mrs. 14 Directors. counted ofDirectors Board 31, the 2020, ofDecember As 1.1 Board Composition ofDirectors ofthe 1. Governance Report Governance 1. renewed at the 2020 AGM* 2020 the at renewed was office of term whose Directors Directors in 2020 of Board the joined who Directors Directors in 2020 of Board the left who Directors Directors in 2021 in Directors of Board the joined who Observer

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CSR Committee CSR & Resources Human April 2001 April 2016 April 2016 April 2008 August 2020 April 2020 Employee Director Montier Mr. Patrick Employee Director Mrs. Rita Felix Observer Anna Ohlsson-Leijon AGM 2022 AGM 2024 AGM 2024 AGM AGM 2023 AGM 2024 AGM 2024 AGM il 28, 2021. il 28, C www.se.com Chair Committee the Board Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 219 tee Digital Digital Commit- tee ment Invest- Commit- & CSR Human Human Life Is On | Schneider Electric Schneider | On Is Life Resources Resources Committee tee to account).to nance Gover- Participation Board committees in Commit- & Remu- nerations nerations tee Audit & Risks Commit- Com- mittee in 2020 in Attendance rate rate Attendance on the the on Board** Board Seniority Seniority end 2024 4 83% 100% 2024 4 100% 100% 2024 <1 100% 100% 2024 <1 100% 100% 2021 3 100% 100% 2021 7 92% – 2021 3 100% 100% Member of the committee 2023 5 100% 100% 2023 12 100% 100% 2023 1 100% 100% 2022 19 100% 100% 2022 22022 92% 100% 2 100% 100% 2022 6 92% 100% AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM Term ––– –––––––– –– First First 2015 2014 2018 2018 2019 2016 2016 2020 ment** appoint- Position within the board the within Position dence Indepen- held shares Electric Electric Schneider Number of of Number 3 1,000 420 1,000 1 1,000 123,0972017 14,0422017 2 1,000 4 1,000 4 1,000 1 011,6002001 2 2020 1,000 78492013 2728,469 3 40,000 33,0932008 of Chairperson of the committee committee the of Chairperson Number Number director- companies* ships in listed in ships

ality Nation- Nation- Personal information 47 W 61 M 61 M 61 M 76 M 67 M 52 W 57 W 57 W 57 M 49 W 38 W 60 W 64 M 64 M Independent Independent Age Gender Fred Kindle, Vice-Chairman & Lead Independent Director Anna Ohlsson-Leijon,Anna Observer Lip-Bu independent Tan, Director Gregory independent Director Spierkel, Anders Runevad, independent Director Runevad, Anders Fleur Pellerin, independent Director Pellerin, Fleur Patrick Montier, Employee Director Employee Montier, Patrick Jill Lee, independent Director shareholders employee the representing Director Ma, Xiaoyun Linda Knoll, independent Knoll, DirectorLinda Willy Kissling, non-independent Director Rita Felix, Employee Director Cécile Cabanis, independent Director Cabanis, Cécile Léo Apotheker, non-independent Director Apotheker, Léo Jean-Pascal Tricoire, Chairman & Chief executive officer * * Including Schneider Electric SE directorship. ** As a Director or member of the Supervisory Board (if the any, period of presence at the Board as an Observer is not taken in www.se.com Overview of the composition of the Board of Directorsof the as this date of UniversalRegistration Document 3 220 Corporate governance report Schneider Electric Board committees Note: Code. Governance FCPE. Corporate the through or AFEP-MEDEF the of directly Held meaning the within Director (1) independent An * Chairman: Honorary Document Registration Universal dateofthis asofthe ofDirectors Board ofthe members ofthe functions andother ofdirectorships List Report Governance 1. Skills Board committees shares 40,000 Schneider SE Electric France Malmaison, Rueil- 92500 Monier, Joseph rue 35, Business address: Nationality: Age: SE Electric Schneider of Director & Lead Independent Vice-Chairman Kindle* Fred 728,469 France Malmaison, Rueil- 92500 Monier, Joseph rue 35, Business address: Nationality: Age: SE Electric Schneider of officer executive Chief and Chairman TricoireJean-Pascal shares C

bold 61 years 61 57 years Committee Remunerations Governance &

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Swiss French

Schneider Electric Schneider Electric Universal Registration Document 2020 Mr. Didier Pineau-Valencienne

AG of Directors of Board the of Chairman companies: listed at directorships Other Current directorships 2024 ends: 2016/Term appointed: First office of Term & Lead Independent Director Vice-Chairman in 2020. April appointed was he 2016, since SE Electric Schneider of member Board companies. several at Director and consultant independent an now is He York. New and London in based fund equity LLP, &Rice aprivate Dubilier Clayton, at apartner became then He 2008. until held he which aposition group, ABB the of CEO appointed was Kindle Fred 2004, in Ltd ABB joining After AG. Sulzer of CEO became he 2001, in and Industries Sulzer of CEO appointed was York and Zurich. He then joined Sulzer AG where he held in various management Switzerland In positions. 1999, he New in &Company McKinsey at aconsultant as worked he 1992, to 1988 From 1986. to 1984 from Liechtenstein AGin Hilti of Department Marketing the in career his began He USA. Evanston, University, Northwestern from MBA an holds and Zurich in (ETH) Technology of Institute Federal Swiss the from graduated Kindle Fred and qualifications Experience (USA). University Northeastern of Trustees of Board the of Member (USA); Compact Global Nations United the of Board the of Director Business Committee; of the France-China Co-Chairman directorships: external Other Director of companies: listed at directorships Other Current directorships 2021 ends: 2013/Term appointed: First office of Term CEO. and Chairman appointed was he Company, the of governance of mode in change the becoming Chairman of the Management Board of Schneider SA 25, on Electric On April May 2013, 3, 2006. following of Schneider Electric’sVice-President International Division. In he October Executive was 2003, as appointed CEO Deputy before committee executive the at appointed was he 2003, of end the to 2002 January From plan. and strategic the Accounts Global Strategic of charge in Director including 2001 to 1999 from positions corporate held He and US. the Africa South China Italy, in abroad, Electric Schneider within functions operational occupied he 2001, to 1988 Alcatel,with Schlumberger, career and and joined Saint-Gobain the (Merlin Gerin) Schneider Group Electric in early 1986. From his spent Tricoire Jean-Pascal Lyon, EM from MBA an obtaining and Angers ESEO from graduating After and qualifications Experience None directorships: external Other (Switzerland). Committee &Risks Audit (Switzerland) and Director of of Director and (Switzerland) Qualcomm, Inc.

(USA). Committee Investment Stadler Rail AG Rail Stadler VZ Holding

Committee Digital Holdings Inc. Electric Schneider of Directors of Board the of Chairman of Directors of Schneider Asia Electric Ltd; Pacific Board the of Chairman Inc.; USA, Electric Schneider of Director Ltd; Electric Delixi of Director SAS; Industries Electric Schneider of Directors of Board the of Chairman directorships: internal Other (Switzerland). Ltd. of Vice-Chairman (London); Engineering of Academy Royal the of committee of Plc. Marketplace BCA of Directors of Board the of Chairman Kingdom); Director of years: five past the in held directorships Previous Previous directorships the Board of Directors of of Directors of Board the Llc. &Rice Dubilier Clayton Rexel SA (Switzerland); Chief executive officer of of officer executive Chief (Switzerland);

Exova Plc. (France); Member of the Development CSR Committee CSR & Resources Human (United Kingdom); Partner of of Partner Kingdom); (United (United Kingdom); Director Director Kingdom); (United Exova Group Plc. Group Exova Zurich Insurance Group (USA); Chairman of of Chairman (USA); C www.se.com (United (United Kinon AG Chair Committee

Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 221 Deep Deep knowledge theof Group

Life Is On | Schneider Electric Schneider | On Is Life Sustainability skills

(France). Previous directorships Previous Previous directorships held in the past five years: Director of Central Danone (Morocco); Fromagerie (Algeria); Djurdura Danone (Morocco); Doukkala des Produits Laitiers Frais Iberia (Spain); Danone SA (Spain); Compagnie Gervais Danone (France); Dan Trade (Russia); Danone Limited (United Kingdom); Danone Industria LLC (Russia); JSC Danone Russia (Russia); Danonewave (Public Benefit Corporation – USA); Member of the Supervisory Board of Danone Sp. z.o.o (Poland); Toeca International Company (the B.V. Netherlands); Chief executive officer of Danone CIS (Netherlands). B.V. Holdings Previous directorships Previous Previous directorships held in the past five years: Chairman of the Supervisory Board of Signavio GmbH (Germany); Director and Chairman of the Board of KMD A.S. (Denmark), Member of the Supervisory Board of Steria Former or current or Former CEO of listed including companies sector energy

Danone Danone (France); Member Deep Deep knowledge of the Asian market

(Israel); Chairman (Israel); Unibail-Rodamco- 2MXOrganic Deep Deep knowledge of the US market

Burgundy Technology Acquisition Acquisition Technology Burgundy . (USA). NICE-Systems Ltd NICE-Systems Digital Digital skills

(France); Director of of the Supervisory Board of SE Westfield Other directorships: Vice-chairwoman, member of the Supervisory Board of Mediawan (France); Director of Michel et Augustin SAS (France); Member of the Supervisory Board of Société Chairwoman member and (France), Monde du Editrice of the Board of Directors of Livelihoods Fund (SICAV, Luxembourg). Term of office First appointed: 2016/Term ends:2024 appointments external Current Other directorships at listed companies: Vice-Chairwoman of the Board of Directors of SA Experience qualifications and Engineer graduated from Agro Paris Grignon, Cécile Cabanis began her career in 1995 in South at L’Oréal internal an as Africa, France working in before control management of head and logistics manager as worked she where auditor. In2000, she joined Orange as Assistant Director in the group’s Mergers- Acquisitions was she 2010, division. In Development. 2004 of Head Officer, then in Corporate Danone as Financial to Cécile came Cabanis appointed Chief Financial Officer of the Fresh Dairy Products Division. member a been From has to February she 2015 2018, Since Procurement. Cycles & Data, & 2021, she Officerhas Financial Chief been Technology Danone’s of the Boardof Directors of Danone SA and has been appointed Vice-Chairwoman on December 2020. Shithe is also Chairperson of the Board of Directors of Livelihoods Fund a fund SICAV SIF, created to accelerate its partners’ actions in favor of the climate and the most vulnerable people. Term of office First appointed: 2008/Term ends: 2023 appointments external Current Other directorships at listed companies: of Director Experience qualifications and international in degree with after a graduating control management in 1978 in career his began Apotheker Léo executive and management held then He Jerusalem. University Hebrew in the economics from and relations responsibilities in several firms specializing in information systems including SAP France & Belgium, whereChairman he was and CEO between 1988 and Léo 1991. Apotheker was founding Chairman and CEO of ECsoft. In 1995, he returned to SAP and, after various appointments within SAP as regional director, he was appointed in 2002 asa member of the Executive Committee and President of Customer Solutions & Operations, then in 2007 as DeputyCEO of SAP AG and in 2008 CEO of SAP AG. In 2010, he became CEO and Chairman of Hewlett-Packard, 2008, served since Electric Apotheker SE Vice- Schneider Léo as of a position member Board 2011. of fall the until held he Chairman & Lead Independent Director from to April 2014 2020. and Co-CEO of Corporation Other directorships: Chairman of the Board of Directors of Unit 4 NV AB Syncron International of Chairman (Netherlands); (Sweden); Director of P2 Energy Solutions (USA); Director of (USA), Taulia Director of MercuryGate (USA). Deep Deep knowledge of Group’s the market

Danone, Schneider Electric Schneider

French French/German

indicates the names of companies whose securities are listed on a regulated market. C

49 years 49 67 years 67 Financial or orFinancial accounting bold

C 17 boulevard Haussmann, boulevard 17 75009 Paris, France shares Electric SE Schneider 1,000 Board committees Board Business address: Business Cécile Cabanis* Vice-Chairwoman Danone of Age: Nationality: Skills Board committees Board Company Director Company Age: Nationality: Léo ApothekerLéo address: Business 35, rue Joseph Monier, 92500 Rueil- Malmaison, France shares Electric SE Schneider 3,093 Skills www.se.com Skills * An independent Note: Director within the meaning of the AFEP-MEDEF Corporate Governance Code. 3 222 Corporate governance report Schneider Electric Board committees Note: Code. Governance FCPE. Corporate the through or AFEP-MEDEF the of directly Held meaning the within Director (1) independent An * Report Governance 1. Skills Board committees 1,600 Schneider SE Electric shares France Malmaison, Rueil- 92500 Monier, Joseph rue 35, Business address: Nationality: Age: Company Director Kissling R. Willy Skills Board committees 0 Portugal Carnaxide, 2794-038 3, IV, Piso Suécia Ed. Business address: Nationality: Age: PMO & Inside Sales Leader Rita Felix (1)

Schneider SE Electric shares

bold 76years 38 years Committee Remunerations Governance &

indicates the names of companies whose securities are listed on a regulated market. aregulated on listed are securities whose companies of names the indicates

Swiss Portuguese

Schneider Electric 3, Av. Forte do Universal Registration Document 2020

None. companies: listed at directorships Other Current external appointments 2022 ends: 2001/Term appointed: First office of Term Hamilton. Allen Booz and Pratt&Whitney of member Board Advisory European and Ltd International Kühne&Nagel of those including Directors of Board various on amember been also has Kissling R. Willy Ltd). LafargeHolcim (renamed Ltd Holcim of Vice-Chairman and Ltd, Holding SIG of and Corp.) Oerlikon OC (renamed AG Holding Bührle Oerlikon of Chairman was he 2005, to 1998 From operators. payphone for systems payment and aof provider systems Corporation, Landis&Gyr of services, and equipment CEO for as energy management, building control served Kissling R. Willy 1996, to 1987 From CEO. became subsequently 1981 and in Committee Executive Rigips the to appointed was 1978. He in manufacturer, aplasterboard Rigips, joined then and Corporation Amiantus at career his (P.M.D). began He Harvard and (Dr. Rer.pol) Bern of Universities the from agraduate is Kissling R. Willy and qualifications Experience None directorships: Other None companies: listed at directorships Other Current external appointments 2024 ends: 2020/Term appointed: First office of Term School. Business IMD at Boards Performance High the attended she 2020, November Director. In July 2020, she was designated Director representing the employees of Schneider Electric SE. During International at Operations Schneider group. Electric Since she 2020 has as been working a PMO and Inside Sales as 2012 Business Excellence. in In 2017, Portugal she was (PMO) appointed Electric Project for Management Global Marketing, Officer Schneider to came Felix Rita Hermes). Euler by owned partially company (a insurance COSEC of credit department marketing the joined she that After 2008. to 2006 from worked she where Deloitte, at (Amsterdam). She also holds a Universiteit master’s degree in Vrije Marketing Management the in (2012). 6months She began including her career in consulting Lisbon) of Institute (University –IUL ISCTE from graduated is Felix Rita and qualifications Experience Committee &Risks Audit

Committee Investment

Committee Digital None. years: five past the in held directorships Previous Previous directorships None years: five past the in held directorships Previous Previous directorships

CSR Committee CSR & Resources Human C www.se.com Chair Committee Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 223 Deep Deep knowledge theof Group

Sulzer Ltd. Sulzer ; Member of the (formerly Philips Life Is On | Schneider Electric Schneider | On Is Life Sustainability skills

Signify N.V. Schneider Electric SE Schneider Previous directorships Previous Previous directorships held in the past five years: Observer of Supervisory Board of Lighting); Non-executive Director of Previous directorships Previous Previous directorships held in the past five years: None. Officer), then Senior Vice-President,Officer), Senior then Strategy Finance Former or current or Former CEO of listed including companies sector energy

Deep Deep knowledge of the Asian market

Fiat Chrysler Automobiles Automobiles Chrysler Fiat Deep Deep knowledge of the US market

Digital Digital skills (Netherlands).

and Investments for Neptune Orient Lines in Singapore and later ABB to (2010 2011) from to where 2018 2012 she was Senior Vice-President and CFO for ABB China and North Asia Region and then Group Financial serves Lee Group Chief as Jill Senior April ABB. 2018, Since of Vice-President Management Program Next Level of Head and Officer of Sulzer Ltd, a company where she had been previously a member of the Board of Directors for 7 years and Chairwoman of the Audit Committee. Term of office First appointed: 2020/Term ends: 2024 appointments external Current Other directorships at listed companies: None. Other directorships: Advisory Board Member of Nanyang Business School, Singapore. N.V. Other directorships: Director of Comau S.p.A. Experience qualifications and Jill holds a Bachelor of Business Administration from National University Tyco and of Singapore AT&T Siemens, at 1986 and in finance an in career MBA her began Lee from Jill Singapore. University Nanyang in Technological positions leadership of number a held she where Siemens within career pursued her She Singapore. in Electronics Executive Senior and CFO Singapore, Vice-President Senior in and Siemens CFO of (including 2010 to 1997 from Diversity Chief Group China, Vice-President in Siemens of Term of office First appointed: 2014/Term ends: 2022 appointments external Current Other directorships at listed companies: Chief Human Resources Officer and member of the Group Executive Council of Experience qualifications and Linda Knoll holds a Bachelor of Science Degree in Business Administration from Central Michigan University.After a career in the land systems division of General Dynamics, Linda Knoll honed her career in the predecessorcompanies to FCA and CNH Industrial through numerous operational assignments, accumulating a wealth of relevant Vice-President the years (including of General 25 Manager industrial industry than and more experience spanning Vice-President Line, North Product Global Production Crop America Operations, Executive Industrial Agricultural Vice- Executive and Parts interim) Service President Vice-President and Development, (ad Product Agricultural President Worldwide Agricultural Manufacturing). Linda Knoll has been CHRO in CNH Industrial (from 2007and Fiat to 2019) Chrysler Automobiles (from to March 2011 2021). Deep Deep knowledge of Group’s the market

Neuwiesenstrasse Schneider Electric Schneider

Singaporean American

indicates the names of companies whose securities are listed on a regulated market. C

57 years 57 60 years years 60 Financial or orFinancial accounting bold

Skills Skills Board committees Board 15, Winterthur15, 8401, Zurich, Switzerland shares Electric SE Schneider 1,000 Business address: Business Jill Lee* Group Chief Financial Officer of Ltd Sulzer Age: Nationality: Board committees Board Company Director Company Age: Nationality: LindaKnoll* address: Business 35, rue Joseph Monier, 92500 Rueil- Malmaison, France shares Electric SE Schneider 1,000 www.se.com Skills * An independent Note: Director within the meaning of the AFEP-MEDEF Corporate Governance Code. 3 224 Corporate governance report Schneider Electric Board committees Note: FCPE. the through or directly Held (1) Report Governance 1. Skills Board committees 23,097 Beijing 100102, China WangJing Rd. Chaoyang District East 6, No. Building, Electric Business address: Nationality: Age: Operations China Schneider’s for CFO Xiaoyun Ma shares

bold 57 years Committee Remunerations Governance &

(1) Schneider SE Electric indicates the names of companies whose securities are listed on a regulated market. aregulated on listed are securities whose companies of names the indicates

Chinese

8F, Schneider 8F, Schneider Universal Registration Document 2020

Electric EquipmentElectric Co., Ltd. (China). Sunten of Directors of Board the of Vice-Chairwoman Group: Electric Other directorships or functions outside Schneider (China). Ltd. Co., Investment Efficiency Energy Harvest Leader of Beijing Director Executive Ltd.; Co., (Shanghai) Investment Zircon of Supervisor Ltd.; Co., Technology Smart Schneider Ltd., (Huizhou) Co., Ltd., Schneider Switchgear (Suzhou) Co., Manufacturing Clipsal Ltd., Co., Apparatus Electrical (Shanghai) Co., Ltd.), Schneider (Shaanxi) Baoguang (formerly as known Schneider Automation Solutions Ltd. Co., Technology Electric ASCO Shanghai Ltd., Schneider Wingoal (Tianjin) Equipment Electric Co., Ltd., Co., Manufacturing Parts Apparatus Shanghai Low Gerin Merlin Voltage (Tianjin) Co., Ltd., Schneider (Beijing) and Medium Low Voltage Co., Ltd., Schneider Ltd., Schneider Busway (Guangzhou) Ltd., Schneider Co., Ltd., Schneider Shanghai Co., Industrial Control Schneider Shanghai Low Voltage Terminal Apparatus Ltd., Co., Apparatus Electrical Distribution Power Schneider (China) Electric Co., Ltd., Schneider Shanghai Kong), (Hong Limited Kong) (Hong Excel Full of Director and Automation Application Technology Center (China); Efficiency BipBop Beijing Ltd., Co., (Beijing) Technology Board of Directors of Building Citic Schneider Smart the of Vice-Chairwoman Ltd.; Co., (China) IT Electric Schneider of Directors of Board the of Chairwoman Group: Electric Schneider within directorships Other None companies: listed at functions or directorships Other Current external appointments 2021 2017/Term ends: appointed: First office of Term transformation. digital internal and simplification organization operations, finance daily in China of charge Operations, China Schneider’s for CFO the currently is She 2004. in University York City New from MBA an while getting zone, Pacific Asia and China the in office, front and chain supply manufacturing, covering positions, CFO and of Schneider (Beijing) Medium Voltage Co., controller Ltd. the in as 1997 Beijing in China. Since then, she has worked in Electric many controller different Schneider joined She (PWC). firm audit an at professional afinance as started Ma career her Xiaoyun Accountant, Public of Certificate China holding and universities Chinese top from Graduating and qualifications Experience Committee &Risks Audit

Committee Investment

Committee Digital Technology (Guangdong) Co. Ltd. Equipment Co., Ltd., Schneider China South Smart Electric Wingoal Tianjin Ltd., Co., Automation Power VoltageMedium Co., Ltd., Shanghai Schneider Electric Ltd., Tianjin Co., Merlin Gerin Ltd., Schneider (Beijing) Ltd., Schneider Great Wall Engineering (Beijing) Co., Co., Systems Process Invensys Shanghai Ltd., Co., Foxboro Shanghai Ltd., Co., (Xi’an) Engineering and Technologies Co., Ltd., Schneider Equipment Electric Electric Harvest Leader Beijing Ltd., Co., Tech (Beijing) &New High Telvent-BBS Ltd., Co., Transformer (Suzhou) Ennovation Systems Control Co., Ltd., Schneider Ltd., Co., (Shanghai) Systems &Control Automation Telvent Control Systems (China) Co., Ltd., Schneider (Wuhan)Schneider Manufacturing Electric Co., Ltd., Ltd., Co., Drives (Wuxi) Schneider Ltd., Co., Trading Equipment Co., Ltd.; Director of Pelco (Shanghai) Co., Ltd., Schneider (Xiamen) Electric Switchgear Directors of Schneider (Xiamen) Electric Switchgear of Board the of Vice-Chairwoman Ltd.; Co., (Wuhan) Power Technology Co., Ltd., Schneider Trading Electric Wind Harvest Chino Beijing Ltd., Co., (Wuxi) Control and Technology Electronic RAM of Board the of Chairwoman years: five past the in held directorships Previous Previous directorships

CSR Committee CSR & Resources Human C www.se.com Chair Committee Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 225 Deep Deep knowledge theof Group

(ESSEC), the Paris ”) and he successfully Life Is On | Schneider Electric Schneider | On Is Life (France); Director of Naver (ENA). She became a Sustainability skills

Reworld Media Reworld Previous directorships Previous Previous directorships held in the past five years: of Director France (France); Director of Snips (France) (2019). Previous directorships Previous Previous directorships held in the past five years: Regional Chairman (Loire) of AFDET association (French a Development, Education Technical Association for non- profit association as per the French Law of 1901); CAPRA of Prévoyance. Director Former or current or Former CEO of listed including companies sector energy

Ecole Nationale d’Administration Institut Français des Administrateurs des Français Institut channel In from to 2016, 2012. she left 2011 politics and founded Korelya Deep Deep knowledge of the Asian market KLM Royal Dutch

Ecole Supérieure des Sciences Economiques et Commerciale Public SénatPublic (IEP-Sciences-Po), and the Deep Deep knowledge of the US market

(the Netherlands). (the Digital Digital skills

Experience qualifications and Fleur Pellerin graduated from the Politiques d’Etudes Institut Airlines Other directorships: Director and CEO of Korelya Consulting, Korelya Capital, Korelya Fondateurs (France); Director of Korelya Portfolio companies (Devialet, Ledger); Director of Member of Kingdom); Stanhope (United Capital LLP the Strategic orientations committee (France); of Talan Member of the Board or Supervisory committee of following Associations: Canneseries, Eurockéennes, Institut Montaigne, Fonds de dotation du Musée du Louvre and France Digitale (France). Capital, an investment fund with €200 million in funding which promotes and supports investments in technologystart-ups in France and in Europe. Term of office First appointed: 2018/Term ends: 2022 appointments external Current Other directorships at listed companies: Member of the Supervisory Board of Experience qualifications and After graduating from the Institute of Business Administration of theUniversity department. systems and applications the of of Nantes Engineer Business a as (France), Patrick 1978 Electric in Schneider at career his began Montier the activities business in of development the Countryto contributed France and organization joined he 1986, In instrumentation and automation fields and in regional marketing as project manager for launching new offers.1999, In he was appointed regional executive of the France Training Institute in charge of relations partnerships of with charge in been has he educational 2010, Since academies). schools, engineering (universities, institutions with organizations imparting vocational training. Meanwhile, in 2003 he joined the trade union Force Ouvrièrebecame its and Group deputy coordinator in until 2010 the end of January He followed 2017. the training conducted jointly by SciencesPo and the French Institute of Directors (“ obtained the “Director of Companies” certificate. office of Term First appointed: ends: 2017/Term 2021 appointments external Current None magistrate at the Court of Auditors in the early 2000s. In addition, she worked for the United Nations as an externalauditor. she In 2007, joined “Club XXIe Siècle”, a not-profit association dedicated to diversity and equal opportunities,and served as its president between and 2010 She 2012. tookover as French Minister for SMEs, Innovation startups as referred to French of and development the for program a launched she where 2012 in Economy Digital “French In April Tech”. she 2014, was appointed Secretary of State for Foreign Trade, Tourism Development the at lecturer and a is Pellerin Fleur Additionally, 2014. August till held she position that a abroad, residing people French ENA and was a Director of the Deep Deep knowledge of Group’s the market

Korelya Capital, 87 Schneider Electric Schneider French French

indicates the names of companies whose securities are listed on a regulated market. Schneider Electric SE Electric SE Schneider (1)

47 years 64 years 64 Financial or orFinancial accounting bold

shares Skills Board committees Board Nationality: Founder& CEO of Korelya Capital Age: address: Business Fleur Pellerin* Fleur rue Réaumur, 75002 Paris, France shares Electric SE Schneider 1,000 Skills Board committees Board Advisor for vocational training vocational for Advisor Age: Nationality: Patrick Montier address: Business 35, rue Joseph Monier, 92500 Rueil- Malmaison, France 4,042 www.se.com Skills * An independent (1) Director within the meaning Held directly of the AFEP-MEDEF or through the Corporate FCPE. Governance Code. Note: 3 226 Corporate governance report Schneider Electric Board committees Code. Governance Corporate AFEP-MEDEF the of meaning the within Director Note: independent An * Report Governance 1. Skills Skills Board committees 1,000 Schneider SE Electric shares France Malmaison, Rueil- 92500 Monier, Joseph rue 35, Business address: Nationality: Age: Company Director Anders Runevad* Board committees 1,000 Schneider SE Electric shares France Malmaison, Rueil- 92500 Monier, Joseph rue 35, Business address: Nationality: Age: Company Director Spierkel* Gregory

bold 61 years 61 64 years Committee Remunerations Governance &

indicates the names of companies whose securities are listed on a regulated market. aregulated on listed are securities whose companies of names the indicates

Swedish Canadian C

Schneider Electric Schneider Electric Universal Registration Document 2020

Technology Group) (United Kingdom). (United Group) Technology Group (McLaren Member of Advisory McLaren directorships: Other of Director of companies: listed at directorships Other Current external appointments 2023 ends: 2015/Term appointed: First office of Term 2012. to 2005 from Inc. Micro Ingram of CEO of role the assuming before 2004, in group Inc. Micro Ingram the of President to promoted was He Europe. InPresident June 1999, Asia-Pacific. he was and appointed President as of Executive Vice-President Ingram Micro Vice- aSenior as Micro Ingram 1997, joined he August In Marketing. and Sales Global of President and America North of President as served he where Corp. Mitel at years five spent then He Asia. and Europe over responsibilities with Telecom Mitel of Director Managing as served he years, four For research. market in Inc. Nortel with aperiod by Spierkel began his career for working Gregory Bell Canada inINSEAD. sales and product development, followed Degree in aMaster’s Business Administration from and Georgetown University. He also the attended Advanced Manufacturing program at (Ottawa) University Carleton from Commerce in degree aBachelor’s holds Spierkel Gregory and qualifications Experience (Sweden). Sweden National PGA board the of Chairman directorships: Other AB Vestas Wind Systems A/S Director of companies: listed at directorships Other Current external appointments 2022 ends: 2018/Term appointed: First office of Term he which stepped down in from 2019. aposition President, Group and officer executive Chief as A/S Systems Wind Vestas join to Ericsson left he 2013, In 2010. in company) (public Ericsson LM Telefonaktiebolaget at Europe &Central Western of became then He President AB. Communications Mobile Ericsson Sony at Board the of Director and Vice-President, as Executive served he 2010, until 2007 From Brazil. Ericsson of President appointed was he 2004, In AB. Mobile Communications Ericsson of Marketing and Sales Vice-President as served he 2004, to 2000 From Singapore. Ericsson of various management positions in Sweden, Singapore Brazil, In UK and 1998, USA. he was appointed President assuming before Engineer aDesign as 1984 in Ericsson joined He economy. and business studied also he where RunevadAnders holds a Master of Science in Degree Engineering of from Electrical the University Lund (Sweden), and qualifications Experience Committee &Risks Audit PACCAR Inc. (Sweden). MGM International Resorts HoldingNilfisk A/S (USA).

(Denmark); Director of of Director (Denmark); Committee Investment (Denmark); Director of of Director (Denmark); (USA); Director (USA); Director

Committee Digital Peab Peab Danish Industry, Director of of Director Industry, Danish of Confederation the of Committee Policy Industrial the of Member Industry; Danish of Confederation (Denmark); of Member Council the of General the Observer of Observer years: five past the in held directorships Previous Previous directorships of &CEO President years: five past the in held directorships Previous Previous directorships

Schneider SE Electric CSR Committee CSR & Resources Human Vestas Wind Systems A/S NKT A/S . (Denmark) (2018). (Denmark) C www.se.com Chair Committee

Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 227 Alfa Alfa

Deep Deep knowledge theof Group

(Finland). Board member Board Aquantia CorporationAquantia Life Is On | Schneider Electric Schneider | On Is Life Sustainability skills

Ahlstrom-Munksjö Oyj Schneider Electric SE, Schneider (Sweden), Director and member of the Audit Previous directorships Previous Previous directorships held in the past five years: Director and Chairwoman of the Audit Committee of AB Laval of Committee Previous directorships Previous Previous directorships held in the past five years: Observer of of Habana Labs Ltd. (Israel), Tagore Technology, Inc. (USA), WekaIO, (Israel), LTD (USA), Semiconductor Manufacturing International Corporation (China), SINA Corporation (China), Communications,Quantenna Ambarella (USA) and Inc. (USA). Inc. Former or current or Former CEO of listed including companies sector energy

Atlas (Japan) Deep Deep knowledge of the Asian market (USA).

Cadence Design Systems, Softbank Corp. Group Deep Deep knowledge of the US market

Schneider Electric SE Schneider (Sweden). Hewlett Packard Enterprise Digital Digital skills (USA), Director of

and of of and Other directorships or functions: Micro-Fabrication Advanced Equipment of Director Inc (Shanghai), CNEX Labs, Inc. (USA), Fungible, Inc. (USA), Innovium, Inc. (USA), Komprise (USA), RF Pixels, Inc.(USA), LightBits Labs (Israel), Movandi Corporation (USA), NuVia, Inc. (USA), Oryx Vision (Israel), Prosimo, Inc. (USA), Proteantecs (Israel), Rosetal System Information Ltd. (dba Localize) (Israel), Vayyar Imaging (Israel), HiDeep, Inc. (South Korea), Silicon Mitus, Inc. (South Korea), SambaNova Systems, Inc. (USA), The Electronic System Design Alliance (ESD Alliance), Member of the board of trustees and the School of Engineering Dean’s Council at Carnegie Advisory Global board University (CMU), Mellon Member of METI Japan, Member of the board of Global Semiconductor Alliance (GSA), Member of The Business Council and Committee 100. Experience qualifications and Anna Ohlsson-Leijon, a Swedish Citizen, is currently Chief Executive Officer Europe and Executiveof AB Electrolux, Vice President a position that she has held since 2018. Ms. Ohlsson-Leijon began her career in 1993at In companies. media PricewaterhouseCoopers and high-tech, industrial positions various advising held she where 2000, she joined Kimoda, an e-commerce platform, as Chief Financial Officer, corporate in positions before senior various Ohlsson-Leijon Anna held Management. then Project joining of Director as in 2001(Sweden) AB Electrolux functions including Director internal audit & Global program manager Sarbanes-Oxley Corporate of Head Control Act from 2011, until 2003 2008, Special Assignments Assurance & until Management Groupof Treasurer to 2005, Head & Services until and 2013 Chief Financial Officer Major Appliance EMEA thereafter. She was then promotedFinancial to Chief Officer of AB Electrolux in 2016 before taking her current position in 2018. Anna Ohlsson- Ohlsson-Leijon Ms. University (Sweden). Linköping from Economics and Administration Business in Sciences of Bachelor holds a Leijon currently also seats on the board of Atlas Copco AB. Term of office Co-optation Observer as member: February 2021 Candidate for election: April 2021 directorships Current Observer of appointments external Current Other directorships at listed companies: Director and member of the Audit Committee of ABCopco Other directorships: None Term of office First appointed: 2019/Term ends: 2023 appointments external Current Other directorships at listed companies: CEO and board member of Inc. Experience qualifications and Lip-Bu holds Tan a Master of Science in Nuclear Engineering from the Massachusetts Institute of Technology, an MBA from the San Francisco University, and a Bachelor of Science degreefrom the Nanyang Vice-President University being before of Energy ECHO and Nuclear EDS at positions of management held Lip-BuSingapore. Tan Chappell & Co. He also serves as Chairperson of Walden International, a venture capital firm he founded Lip- in 1987. is currentlyBu Tan CEO and Board member of Cadence Design Systems, Inc., positions that he has been holding since 2009 and 2004 respectively. Deep Deep knowledge of Group’s the market

St Göransgatan St One California Swedish American

indicates the names of companies whose securities are listed on a regulated market.

52 years 52 61 years Financial or orFinancial accounting bold

Skills Chief executive officer Europe and Executive Vice-President of AB Electrolux Age: Nationality: 143, 105 45 Stockholm, Sweden share Electric SE Schneider 0 Anna Ohlsson-Leijon address: Business Skills Board committees Board CEO of Cadence Design Systems, Inc. Age: Nationality: Lip-Bu Tan* address: Business Street, Suite San 1750, Francisco, CA 94111, United States shares Electric SE Schneider 1,000 www.se.com Skills * An independent Note: Director within the meaning of the AFEP-MEDEF Corporate Governance Code. 3 228 Corporate governance report Schneider Electric • reviewed the independence of each Board member in regard of reminded the above. criteria 10, 2 ofFebruary meeting its during ofDirectors, Board the Committee, &Remunerations Governance the from recommendation Upon • ofDirectors Board ofthe members the inwhich companies these and Electric Schneider between relations business existing the criteria for independence set out in article 9.5 of the Code and presented in the table below. table inthe presented and Code ofthe 9.5 inarticle out set independence for criteria dedicates one of Committee, Remunerations the points on its agenda to of as the qualification independent its members rega with Governance ofthe report the on ofDirectors, Board the Code, Governance Corporate AFEP-MEDEF the under year, provided Each as Directors Independent Report Governance 1. in light of the Company’s shareholding structure and the existence of a potential conflict ofinterest. conflict ofapotential existence the and structure shareholding Company’s ofthe in light should the & from Governance systematically Committee, Remunerations board, upon a review report as the independe qualification rights, voting or incapital a10% threshold beyond Nevertheless, Company. ofthe control inthe part take not do shareholders Directors representing major shareholders of the Company or it shareholder major ofthe 8: status Criterion Group. or Company ofthe performance tothe linked compensation any or ofsecurities form inth or incash compensation variable receives she or he if independent considered be cannot Officer Corporate A non-executive Officer 7: Corporate ofnon-executive Criterion status 12ththe anniversary. dat the on occurs Director ofindependent status ofthe Loss 12 than years. more for Company ofthe aDirector been tohave Not exceeding 12 years of office 6: period Criterion years. five previous the within Company ofthe auditor an been tohave Not 5: auditor Criterion Officer. toaCorporate ties family byclose related tobe Not 4: ties family Criterion report. annual inthe stated etc.) must exclusivity, dependence, economic (continuity, evaluation tothis led that criteria qualitative and quantitative the board bythe debated be must group its or Company the with relationship ofthe otherwise or significance ofthe assessment The • • Not to be a customer, supplier, commercial banker, investment banker, or consultant: businessrelationships 3: significant Criterion adirectorship. holds years) five last wit office such held having or inoffice (currently Company ofthe Officer Corporate executive an or such as appointed employee in or indirectly, or directly adirectorship, holds Company the inwhich ofacompany Officer Corporate executive an tobe Not 2: cross-directorships Criterion • • • years: five previous the within been tohave not and tobe Not years five previous the within Officer 1: Corporate Criterion or employee i The absence of the Directors and relations Schneider business Electric; between (i) to: due that, noted ofDirectors Board the relations, ofbusiness interms toindependence specifically regard With Mr. Lip-Bu Tan. Mr. Lip-Bu Spi Mr. Gregory Runevad, Mr. Anders Pellerin, Fleur Mrs. Lee, Jill Mrs. Knoll, Linda Mrs. Mr. Kindle, Fred Cabanis, Cécile Mrs. Code: Governance Corporate AFEP-MEDEF bythe prescribed definition tothe according independent 8are 14 Directors, Among concerned. groups ofthe size torespective regard with inparticular party, each for ins adoubt without are group, ofeach 0.1% turnover than less consolidated ofthe representing amounts, their and length arm’s agre are they exist, operations such when indeed, independence, their toprejudice likely not are officers as serve or employed (iii) and Schneider Electric th between or that may or global, be performed ofThe amounts, performed either unitary operations empl are ofDirectors Board ofthe members inwhich companies ofthe those and activities Electric ofSchneider nature The (ii) or for which the Company or its group represents a significant portion of its activity. ofits portion asignificant represents group its or Company the which for or group; its or Company tothe significant is that parent company. this with consolidated acompany or company parent Company’s ofthe Director or Officer, Corporate executive employee, an Company; the with consolidated ofacompany Director or Officer, Corporate executive employee, an Company; ofthe Officer Corporate executive or employee an companies that are agreed at arm’s length and that are by no means likely to be referred to the Board ofDirectors; Board tothe referred tobe likely means byno are that and length arm’s at agreed are that companies Directors; as serve Universal Registration Document 2020 s parent company may be considered independent, provided these be explicitly which an www.se.com the erkel, and and erkel, oyed or or oyed rd to the ed at ese ignificant ignificant hin the hin the e of e of and are e 021, & nt nt Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 229 ge). ge). g Anna Anna Ohlsson- Leijon fore 73%. years, and Lip-Bu Tan e AFEP-MEDEF Gregory Spierkel Life Is On | Schneider Electric Schneider | On Is Life Anders Runevad rs of Schneider Electric Industries SAS, Electric USA Inc. and Chairman of the Fleur Fleur Pellerin (5) Patrick Montier (4) Xiaoyun Ma Jill Lee Linda Linda Knoll signifies that a criterion for independence is not satisfied. Willy Kissling

Fred Kindle (3) Rita Rita Felix Cécile Cécile Cabanis Léo Apotheker (2) Jean- Pascal Tricoire signifies that a criterion for independence is satisfied and

resolution. th (1) Director of Delixi Electric Ltd, Chairman of the Board of Directors of Schneider Electric Holdings Inc.,Board Director of Directors of Schneider of Schneider Electric Asia Pacific Ltd. The proportion of independent Directors of the Company, excluding Mrs. Xiaoyun Ma, Rita Felix Patrick and Mr. Montier, is there The proportion would rise should to 75% the appointment on Mrs. Anna Ohlsson-Leijon be voted in the Annual Shareholders’ Meetin are not considered to be independent Directors under the AFEP-MEDEF the under Directors Corporate Code. independent Governance be to considered not are The AFEP-MEDEF Corporate Governance Code recommends that,in non-controlled companies, the Board comprises at least 50% percenta this calculating in computed not are employees shareholders and employee (Directors Directors representing independent per the 10 Mr. Jean-PascalMr. Tricoire, as Chief executive officer, Mrs. Xiaoyun Ma, as employee shareholders representative, Mrs. Rita Felix PatrickMr. Montier as employee Directors, Léo Apotheker, Willy Mr. and Mr. Kissling, who have served on the Board for over 12 Conclusion Criterion 8: Criterion 8: the of Status shareholder major Criterion 7: Criterion 7: non-executive of Status Corporate Officer Criterion 6: Criterion 6: Period of office exceeding years 12 Criterion 4: Criterion 4: Family ties Criterion 5: Auditor Criterion 3: Criterion 3: business Significant relationships Criterion 2: Cross-directorships Criterion 1: Criterion 1: Employee or corporate officerwithin the past years five (2) (2) Jean-Pascal Mr. Tricoire is Chairman and Chief executive officer of Schneider Electric SE, Chairman of the Board of Directo (3) (3) Electric Portugal Schneider with Lda. contract employment an has Rita Mrs. Felix (4) Mrs. Xiaoyun Ma has an employment contract with Schneider Electric (China) Co., Ltd. (5) Patrick Mr. Montier has an employment contract with Schneider Electric France. Corporate Governance Code. The following table shows the status of each Director with regard to thecriteria for independence set out in article 9.5 of th www.se.com (1) (1) In this table, • Criteria • 3 230 Corporate governance report Schneider Electric • • • • of Directors ensures through and its proposals its decisions that: Board the regulations, internal its with inconformity respect, In that strategy. Group’s the on depending committees its and ofDirectors Board of composition tothe changes relevant the required, as often as proposes and regularly reviews which Committee Remunerations & Governance ofthe works the on relies It committees. ofits that and composition toits attention due pays ofDirectors Board The within themanagement oftheCompany and policy within theBoardofDirectors Diversity requirement for Directors. shareholding 1,000 aminimum and officer executive Chief and 294 (see pages plans Share Performance in stipulated those from aside shares Company oftheir disposal the on restrictions no have officer executive Chief and Chairman the and Directors the knowledge, Company’s ofthe To best the duties. other or and/ interests private their or bodies ofthose members as capacity intheir Company tothe respect with officer executive Chief and Chairman the and Directors ofany duties the between of interest conflicts no are there knowledge, Company’s ofthe To best the a member of senior management of the Company. or body member of an administrative, management, or supervisory a as selected been has officer executive Chief and Chairman the or aDirector towhich pursuant others or suppliers, customers, major or with shareholders, understandings arrangements no are there knowledge, Company’s ofthe To best the of interest Conflicts family ties. through related are Company ofthe CEO and Chairman the and/or Directors ofthe none knowledge, Company’s ofthe To best the Family ties • • • been: have CEO and Chairman the or Directors ofthe none years, five last inthe knowledge, Company’s ofthe To best the ofAbsence conviction or incrimination any of providing its subsidiaries under for such benefits contract. or Company the with contract aservice has Directors ofthe None contracts Service management bodies or of theadministrative,members supervisory thesituationof concerning Declarations Report Governance 1. representation between men andrepresentation between women on the Board; balanced ofattaining principle legal the with in compliance of Directors Board the ofdiversifying objective its pursues it speech; unrestricted and open encourages it members; ofits courage and availability, competence, it protects the independence of the board through the of of members nationality; non-French and ofactivities by its shareholders having number a significant Group’s ofthe nature international the reflects composition its liquidation. or receivership, inabankruptcy, apartner, or body supervisory involved, as a member of an administrative, management, or issuer; or acting from in the management or conduct of of an the affairs of bodies an issuer administrative, management, or supervisory ofthe amember as acting from byacourt disqualified authorities; regulatory statutory by sanctions and/or incrimination public official ofany or offenses tofraudulent inrelation convictions ofany subject the Universal Registration Document 2020 et seq. ) for the Chairman Chairman the ) for ( NDVC among while 23.2%, is representation female the leaders, 1,000 top ofthe comprising pool leadership the For in2020. 38% in2019 27% to from increased been had Committee Executive the at ofwomen portion the level: leadership the at women and of men taking proactive measures to encourage a balanced representation inand gender particular. diversity focuses on Schneider Electric isSchneider towards in Electric deeply committed general diversity shareholders Director). the employees Directors and the representative employee 2021 Shareholder’s Meeting, Annual will reach 42% (excluding inthe confirmed be Ohlsson-Leijon ofMr. Anna appointment the should ofDirectors, Board ofthe ratio diversity gender The • • • Tricoire who owns 728,469 Schneider Electric’s shares. ofMr. Jean-Pascal case the is which met are above described target shareholding the once suspended are obligations These • • Directors has approved the following: of Board the code, AFEP/MEDEF the and Code Commercial French L.225-197-1 ofthe ofArticle provisions the with In accordance held by the beneficiaries. shares Electric inSchneider invested units fund mutual corporate shares SE andSchneider Electric the equivalent in shares of the on based is held ofshares number ofthe Calculation Tricoire. Mr. for Jean-Pascal salary ofbase years three representing ofshares target aretention set has ofDirectors Board The shall hold 1,000 shares. Schneider Electric Member Board each Regulations, Internal Board 6ofthe Article with inaccordance Moreover, ofoffice. term their during shares Electric Schneider 250 least at tohold required each are Directors that provides ofAssociation Article 11 Company’s ofthe Article holdingsintheCompany’s capital Directors’ share a tailored family leave policy. leave family a tailored dedicated mentoring, implementing an equal treatment policy and and program leadership atraining byoffering talents female improveand gender further diversity, aims the Group at attracting objectives To NDVC. these achieve among 35% and Committee Executive the at ofwomen 30% least toat set is objective the that noted and level leadership atthe women and ofmen representation reviewed senior management’s ambit ofDirectors Board the 14, 2020, ofDecember meeting its At female representation reaches 32.8%. i.e. i.e. expiry of members’ terms ofoffice. terms ofmembers’ expiry the byanticipating necessary, if intervals, regular at members ofits some bychanging Board ofthe continuity the preserves it and 11.3 ofAssociation; 11.4 and inArticles Articles ofthe forth set provisions the with incompliance board the on represented employee and shareholders employees shall continue to be professional skills, and nationalities background; age, as such criteria on based ofdiversity objectives the and implementing the strategy Group while considering developing for required expertise the with persons appoints it Share acquired. ofPerformance contributions) and (net oftaxes price selling the investmentmandatory in SE shares Schneider Electric of 10% of shares acquired incentive under the Long-term plan; and of25%the period lock-up the beyond retention mandatory white collars) representing more than 60,000 employees, the the employees, 60,000 than more representing collars) white ions regarding the balanced www.se.com Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 231 0 1,600 4,042 1,000 1,000 1,000 1,000 1,000 1,000 1,000 3,093 23,097 40,000 (in euros) (in 807,301 728,469 transaction Amount of the the of Amount his Universalhis Autorité des Autorité publication of

Schneider Electric shares Electric Schneider Life Is On | Schneider Electric Schneider | On Is Life (in euros) (in Unit price Unit of this Universal Registration Document. instruments et seq. Number of securities/ of Number Electric FCPEElectric 183.15 103.00 18,864.75 Electric FCPEElectric 136.04 104.00 14,148.51 Electric FCPEElectric 135.97 105.00 14,277.29 Electric FCPEElectric FCPEElectric 127.70 126.51 106.00 107.00 13,536.36 13,536.37 Description the of instrumentfinancial Shares in Schneider Shares in Shares in Schneider Shares in Shares in Schneider Shares in Shares in Schneider Shares in Schneider Shares in in accordance with Article of Regulation 19 594/2014 n° of April on Market 2014 16, Abuse and Article of the L. 621-18-2 First name and last name Transaction TricoireJean-Pascal date 23/03/2020Jean-Pascal Tricoire 24/03/2020 Transaction type Acquisition Acquisition 26 Plan – LTIP – Plans 28 LTIP & 29 59,725 38,414 – – – – www.se.com Willy Kissling Knoll Linda Rita Felix Rita Jill Lee Ma Xiaoyun Jean-Pascal Tricoire To the Company’sTo knowledge, the Directors’ shareholdings in the Company’s registered capital as of the date of publication of t Member Board The table below shows the transactions in Schneider Electric securities carried out during fiscal year 2020 and notified to the RegistrationDocument are as follows: Fred Kindle Apotheker Léo Cécile Cabanis Patrick Montier The members of the Board of Directors of the share directly capital hold and 0.14% of the 0.24% voting rights as of the date of Registration Document. Universal this financiersmarchés French Monetary and Financial Code: Fleur PellerinFleur Anders Runevad Gregory Spierkel Lip-Bu Tan TOTAL Emmanuel BabeauEmmanuel 23/03/2020Emmanuel Babeau 24/03/2020 Acquisition Acquisition 26 Plan – LTIP – Plans 28 & 29 LTIP 25,882 16,646 – – – – Jill LeeJill 08/05/2020 Acquisition Ordinary shares 1,000 80.48 80,480 Xiaoyun MaXiaoyun 21/02/2020 Disposal shares Ordinary 1,000 102.58 102,578.30 Xiaoyun MaXiaoyun 23/03/2020 Acquisition 26 Plan – LTIP 6,223 – – Patrick MontierPatrick 08/08/2020 Disposal Patrick MontierPatrick 30/07/2020 Disposal Xiaoyun Ma 24/03/2020 Acquisition – Plans 28 LTIP & 29 6,480 – – Patrick MontierPatrick 12/08/2020 Disposal Patrick MontierPatrick 24/08/2020 Disposal Patrick MontierPatrick 24/08/2020 Disposal See details regarding Performance Shares granted to Executive Directors on pages 294 3 232 Corporate governance report Schneider Electric committees, five of out addition, In Code). Governance Corporate AFEP-MEDEF per as excluded employees representing (Directors * Board representation Directors’ nationality 31, 2020: ofDecember As ofAssociation. 11.4 Articles ofthe ofArticle inpursuance inFrance organization union trade representative most bythe and council works European bythe respectively appointed were They Code. Commercial ofthe L.225-27-1 ofArticle provisions the with inaccordance employees the represent Montier Mr. and Patrick Felix Rita Mrs. FCPEs. ofthe boards supervisory ofthe recommendation the upon Meeting Shareholders’ Annual the at elected was She Code. Commercial ofth L.22-10-5 and L.225-23 ofArticles provisions the with inaccordance shareholders employee the represents Ma Xiaoyun Mrs. over. or old 70 years be may Directors ofthe one-third than more No years. two for appointed or re-elected are of70, Directors age the (renewable). However, from terms four-year for appointed are Directors This appointment is then subject at to Shareholders’ the next Meeting. ratification shareholders at the Shareholders’ Meeting. However, in case of death or resignation of a member, a new the Board may mem co-opt bythe elected persons natural be must ofwhom all members, toeighteen up and three least at have shall ofDirectors Board The Board members • oftheBoardDirectors the composition on Meeting Shareholders’ totheAnnual Proposals skills accounting or financial have deep 6 officer: executive Chief and Chairman the excluding of14Out Directors, ofDirectors Board the within Skills Report Governance 1. French French (4) or (10) nationality Non-French origin Audit & Risks Committee (Mrs. Cécile Cabanis) and the Human Resources & CSR Committee (Mrs. Linda Knoll). Linda (Mrs. Committee &CSR Resources Human the and Cabanis) Cécile (Mrs. Committee &Risks Audit the Shareholders’ Meeting. She will bring to the Board her to appointment her topropose aim the with Observer an as 10, appointed 2021, was February on who, Ohlsson-Leijon Anna Mrs. ofDirectors, Board tothe acandidate recommended Committee the interviews, these Following candidates. short-listed the interviewed Committee ofthe members the and list ashort preselected Committee & Remunerations Governance the candidates, these Among candidates. suitable for tosearch &Struggles) (Heidrick firm recruitment external an hired and composition Board the strengthen and diversify to required be would that skills the identified Committee the so, Indoing candidates. for search the on towork Committee &Remunerations Governance the asked ofDirectors Board the composition, ofits review continuous Board’s ofthe part As of non-French of non-French nationality 71% origin or markets the Group’s knowledge of have a deep 6 Universal Registration Document 2020 4 digital skills digital have deep by gender* by gender* Women (6) Men (8) are women 42% 4 the US market US the knowledge of have a deep market Asian the of knowledge have a deep 4 ietr’aeBoard tenure Directors’ age • > 65 years old (2) old years >65 (9) old years 65 to 56 (3) less or old years 55 into account: taking of Directors Board tothe appropriate particularly seems CEO and ofChairman duties ofthe Tricoire by Mr. Jean-Pascal performance The officer. executive &Chief Chairman as office his torenew intention the with term afour-year for Director as MeetingGeneral to renew Mr. Tricoire’s Jean-Pascal office decided to& to Committee, Remunerations propose the Annual Governance the from recommendation the following Board, the the 2021 10, Shareholders’ Annual Meeting. On February 2021, of close the at expires ofoffice Tricoire’s term Mr. Jean-Pascal Committee. &Risks Audit the join will appointed, if and, Code Governance Corporate AFEP/MEDEF ofthe 9.5 byArticle set criteria the toall regard with Director independent an as qualify will She ofDirectors. Board ofthe diversity gender tothe add further will and background, business and finance andprofessional experience skills based on her wide-ranging energy sector including companies of listed current CEO or Former 6 skills sustainability have deep 3 (Chairman and CEO excluded) CEO and (Chairman < or equal to 1 year (3) 1year to equal than (2) years 6–12 (7) years 1–five two are chaired by a woman: the the awoman: by chaired are two the Group knowledge of have a deep 7 French French a period of www.se.com

e French e French ber. Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 233 Life Is On | Schneider Electric Schneider | On Is Life At its meeting of February the 2021, Board 10, of Directors took Patricknote of Mr. Montier’s decision not to represent himselfas a candidate for the renewal of his term of office. Patrick As Mr. Montier was appointed to represent employees pursuant to Article of the Articles 11-4 of Association, his successor must be appointed according to the procedure provided in this Article which stipulates that the French employee representative must be designated by the trade union which obtained the highest number of votes at the most recent elections which is as of Forcetoday, Ouvrière (FO). members; 15 of consideration (excluding Directors independent of 75% the and shareholders employee representing Director the with the accordance in employees, the representing Directors recommendations of the AFEP-MEDEF Corporate Governance Code); a percentage of women which will rise to 42% (Director representing Directors and shareholders employee representing employees excluded as per the provisions of the French Mrs. Anna Ohlsson-Leijon should be Code) Commercial appointed; and a strong proportion of Directors of non-French origin (73%) Group. the of nature international reflecting the The Board of Directors, upon the report from theGovernance & support Committee,Remunerations to decided resolution n°13 the providing for the appointment of Mrs. Xiaoyun Ma as member shareholders. employee representing Directors of Board the of Xiaoyun profile Ma’s fits in with the Group’s objectives in termsof experience within the Group and internationalization, as set by the Board of Directors in relation to its composition. • The renewed Board would comprise: • • • • The results of the external Board assessment conducted in October 2020 that confirmed that (i) all Board members individuallysupport the current leadership structure and (ii) transparency between and of team management level the the Board of Directors is considered as excellent; Jean-Pascal profile, Tricoire’s his excellent track record within the Company, hisleadership, and his openness to the recommendations; members’ Board The current unprecedent COVID-19 crisis which reinforces the leadership needs of the Group, especially with the renewal of the Executive Committee made February in 2020; The governance mechanisms in place to safeguard the between power management the of and Board balance the with specific Director Independence Lead a of (appointment powers, high rate of independentDirectors within the Board chaired committees the mainly of independence (73%), by independent Directors, executive session proposed systematically at the end of each Board meeting); the on year each deliberate to Board the for requirement The unification of the functions of Chairman and Chief executive officer in pursuance of its internal regulations. Mr. ThierryMr. Jacquet on the proposal of the French FCPE; Mrs. Zennia Csikos and Mrs. Xiaoyun Ma on the proposal of the international FCPE; shareholders employee the Kristensen for Kvist Mrs. Malene directly. shares their holding

− − − − − Mrs. Xiaoyun Ma was appointed Director to represent employee shareholders pursuant to Article of the Articles 11-3 of Association and her term of office expires at the close of the 2021 successor her consequence, As a Meeting. Annual Shareholders’ must be appointed according to the procedure provided in this Article shareholders hold when employee that stipulates which more than 3% of the capital at the close of a given financial year, Annual the Shareholders’ by elected be must representative their Meeting from the candidates appointed by the supervisory boards of the FCPEs invested in company shares or by the and directly held are shares shareholders their when employee not via FCPEs. The candidates designated by this procedure are: − − − www.se.com • All these considerations conducted the Board, on February 2021, 10, to decide to propose to the Annual General Meeting to be held on April 28, 2021 to renew Jean-Pascal Mr. office Tricoire’s as Director for a four-year term and his office as Chairman & CEO. On the occasion of its annual review of the governance mode of the Company, the Board has, expressed however, the wish to separate the roles of Chairman and Chief executive officer in the future. The Board is planning a separation of the two roles during Tricoire’s upcoming Mr. term. Their biographies are provided of Chapter 7. in section 1.1 3 234 Corporate governance report Schneider Electric ofDirectors”. Board ofthe composition Meeti Shareholders’ Annual tothe to“Proposals relating above just pages inthe exposed reasons the all for ofDirectors Board appropriat particularly seems officer executive Chief and ofChairman duties ofthe Tricoire byMr. Jean-Pascal performance The April on 2013 25, renewed and April on officer executive Chief and Chairman appointed was who Tricoire, byMr.out Jean-Pascal are officer executive Chief the and Chairman ofthe functions The ofDirectors. aBoard with company aEuropean is Company The 1.2.1 structure Governance 1.2 pr andoperating Organizational ** Excluding the CEO. the Excluding ** In employees. the representing Directors the and shareholders employee the representing Director the Excluding * Report Governance 1. • • • • • • • • • the Vice-Chairman: As officer. executive Chief and ofChairman functions the tounify decides board the when appointed mandatorily is who Director Ind &Lead Vice-Chairman ofthe missions and duties the defines ofDirectors Board ofthe regulations internal 1ofthe Article Director Independent &Lead Vice-Chairman the of responsibilities and Powers will be bring up to 42% and the independent rate to 75%. to rate independent ratio the and 42% to gender up the bring be will Ohlsson-Leijon, Anna Mrs. of appointment the approves 2021 28, April of Meeting Shareholders’ Annual ratio which, of upon expiry Mrs. Xiaoyun Ma’s term of will be office, brought down to than less the legal requirement. If the employees and the Director representing employee shareholders will no longer representing count for the of purpose the calculation of Directors the gender the onwards, Meeting Shareholders’ Annual 2021 the from law, PACTE of pursuance 42% Directors* Women (75%) 9 Directors* Independent 15 Directors reports on his/her activities during the Annual Shareholders’ the during Annual Meeting. activities on his/her reports her; toh reported be may which or identified be could which ofinterest conflicts ofany Board the and CEO and Chairman the informs ofDirectors; Board ofthe evaluations annual the leads sessions”; “executive ofthe results the on Chairman tothe reports CEO(s), any; if Deputy and CEO th namely member, executive ofany presence in the not ofDirectors Board ofthe i.e. meetings sessions”, “executive the chairs functions; both or inone asuccessor for proposals makes needed, as and, officer execu Chief and ofChairman functions unified ofthe separation or continuation tothe Board tothe year each proposes CEO, the of that and Board ofthe functioning ofthe evaluation the from starting which, committee &Remunerations Governance the chairs Chairman; the with meetings Board for agenda the sets spokesperson; can answer shareholders’ questions or meet them on governance when issues it is considered that he/she is the most appropriate amember; not is he/she ofwhich ofcommittees meetings all attend can he/she Inaddition, undertake. can as well as through contacts that he/she can have of managers and to with visits Schneider possible Electric the Group’s sites h Cha the with meetings monthly and contacts ofregular framework the within Group of the life inthe events ofmajor informed is Universal Registration Document 2020 62 Directors Average of Age 3 Directors Employee ocedures of the Board ofDirectors ofthe ocedures digital industry. the from three and sector energy the from are three companies, listed of CEOs current or former six of Out across all geographies Board members spread Asia (2) France (3) Europe (3) America North (7) Board expertise** Board expertise** Deep knowledge of knowledge Deep the (7) Group (3) skills sustainability Deep of knowledge Deep the Asian of Deep knowledge the US (4) skills digital Deep of knowledge Deep the Group’s Deep financial or accounting market (4) market (4) (6)markets (6)skills ng on the ependent www.se.com e to the e tothe 25, 2017.25, carried carried such, such, irman, irman, e e/she tive im/

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ee ee os, ying ying ers, if eholders policy policy h the he ntment in in ntment balanced Internal s an e & l, social and Life Is On | Schneider Electric Schneider | On Is Life m of more than 250 million eur As every the year, Vice-Chairman & Lead any or by a Group company for a su concluding any strategic partnership strategic any agreement; concluding all disposals or acquisitions of holdings or assets by the Comp

applicable to them; to applicable set the Directors’ remuneration within the total maximum amount determined by the Annual Shareholders’ Meeting as well as the them; to applicable policy compensation reports all shareholders; approve submitted to and Meetings Annual Shareholders’ call decide on the use of authorizations granted by the Shareholders’ Meetings, more particularly for increasing Company capital, bu determine the Group’s strategic directions and ensures their implementation, in doing so, the Board shall act in accordance wit accordance in act shall Board the so, doing in implementation, their ensures and directions strategic Group’s the determine corporate interest and shall take into account social and environmental matters; examine all matters related to the efficient operation of the business and make decisions about any and all issues concerning t Company, within the limits of the corporate purpose, except for those matters which, can by law, only be decided on by the shar Meeting; Shareholders’ a in approve the corporate and consolidated financial statements; carry out all audits and controls that it deems necessary; authorize any regulated agreements on a preliminary basis; necessary;co-opt whenever Directors Company; the of management senior the exercising of method the determine appoint executive Corporate Officers and also remove them from office (Chief executive officer and Deputy Chief executive offic and subjectany), to shareholders’ control, set their compensation and the benefits granted to them as well as the compensation t through Plan Incentive Long-Term carrying transactions, own shares, implementing Company’s the shareholding back employee out − granting of Performance Shares and canceling shares; authorize the issue of bonds; guarantees. endorsements, and sureties, of authorize issue the may appoint a Vice-Chairman; may appoint up to three Board Observers; regularly review, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operationa environmental risks, as well as the measures taken accordingly; corruption peddling; influence detecting and and preventing process at a ascertain aimed of implementation the the to with Corporate regard notably Officers non-discrimination of executive diversity, the policy and that a checks implement representation of men and women on executive bodies; shall give prior authorization for: − a listed company outside the Group; face, to has important most the company the and challenges environment competitive developments, market informed about be shall including in the area of social and environmental responsibility. shall review every year its composition, its organization and its mode of operation; shall be consulted prior to acceptance by the Chief executive officer or Deputy Chief executive officers of any corporate appoi independent Director due to his long years of service on the Board under AFEP-MEDEF Corporate Governance Code and, as a of Board the 2020, Februaryof meeting its 19, At served longer Vice-Chairman no as consequence, Director. Independent Lead & Directors designated Fred Kindle, Mr. whose biography is provided on page 220 become to Vice-Chairman & Lead Independent Director of Schneider Electric SE. In application of Article of the 10 internal regulations which prescribes that the Governanc Remunerations Committee shall be presided the by Vice-Chairman & Lead Independent Fred Kindle Director, Mr. chairs this committ It is reminded that at the close of the Annual Shareholders’ Meeting of April 23, 2020, Léo Apotheker Mr. no longer qualified a The charter for the Vice-Chairman & Lead Independent Director is found on page246. of which Mr. Léo Apotheker remains a member. a remains Apotheker Léo Mr. which of Independent Director, now Fred Kindle, Mr. reported on the missions he carried out in 2020 in line with his functions (page 259). www.se.com • • • Board Regulations. Specific powers are vested in the Board of Directors under French law and the Company’s Articles of Association as well as the The Board of Directors Powers vested law by • 1.2.2 Missions and powers of the Board of Directors • • • • • • • • • Additional powers arising from Articles of Association or Internal Board Regulations • • • • • • • • • 3 236 Corporate governance report Schneider Electric available on the Company’s website, www.se.com. www.se.com. website, Company’s the on available and hereafter reproduced are regulations The Code. Governance Corporate AFEP-MEDEF bythe recommended as charter Directors’ the committ board ofthe ofprocedure rules the include regulations internal in2019. These place took which changes regulatory the 11, December on 2019 modified later were These regulations. internal own its adopted ofDirectors Board 2013, 25, the April On ofDirectors Board ofthe andprocedures regulations Internal 1.2.3 Report Governance 1. . Method of exercising general management A. Directors of Board the of vice-chairmanship and –chairmanship management general exercising of 1–Method Article 3. 2. 1. Director Independent –Lead Directors of Board the of Vice-Chairman C. 4. 3. 2. 1. Directors of Board the of Chairperson B. 3. 2. 1. The Board of Directors may appoint a Vice-Chairman. The Vice-Chairman shall be appointed for a period that may not be any any be not may that aperiod for appointed be shall Vice-Chairman The aVice-Chairman. appoint may ofDirectors Board The The Board of Directors shall elect a chairperson amongst its members (“Chairman”). The Chairman shall be appointed for aperio for appointed be shall Chairman The (“Chairman”). members its amongst achairperson elect shall ofDirectors Board The management General of the company is of of under the the either responsibility Board of the chairperson will who Directors, th In exception to 1 above, and in compliance with Article 12.2 of the Articles of Association, the appointment ofaVice-Chairma appointment the of Association, Articles 12.2 ofthe Article with incompliance and to1above, Inexception Vice- the from assistance with meetings Board for schedule the and agenda the sets ofDirectors Board ofthe Chairman The In order to maintain continuity in the company’s operation if the Chairman serving as CEO leaves his role or is prevented from prevented is or role his leaves CEO as serving Chairman the if operation company’s inthe continuity tomaintain Inorder The Chairman of the Board of Directors ensures that the different corporate bodies operate correctly and especially that the the that especially and correctly operate bodies corporate different the that ensures ofDirectors Board ofthe Chairman The The Vice-Chairman shall preside over Board meetings in the absence of the Chairman. ofthe absence inthe meetings Board over preside shall Vice-Chairman The The Chairman of the Board of Directors organizes and manages the Board’s activities, and reports thereon at the Annual General Annual the at thereon reports and activities, Board’s the manages and organizes ofDirectors Board ofthe Chairman The of methods exercising two these The Board of between decides Directors general management at the time the when of Chairman • • • Director. In this respect: ofindependent role the on takes also Vice-Chairman the case, Inthis combined. are CEO and ofChairman roles the if compulsory Chairman. o election the until ofdeath, case inthe and, last may inability his/her as long as Vice-Chairman bythe replaced be will she his/he tofulfill inability Chairman’s ofthe event Inthe ofdeath. event inthe or functions his/her tofulfill latter of the inabilit temporary ofany event inthe ofDirectors Board ofthe Chairman the toreplace upon called be shall Vice-Chairman The time. any at ofDirectors Board bythe office f removed be may Vice-Chairman The re-election. for eligible is Vice-Chairman The aDirector. as ofoffice term his than longer meetings. its preparing when ofDirectors Board the toen useful ofinformation item or document any request may Chairman The mission. their tofulfill inaposition are Directors LeadChairman Director. Meeting. Shareholders from office by the Board of Directors at any time. any at ofDirectors Board bythe office from remove be may He/she re-election. for eligible is Chairman The aDirector. as ofoffice term his/her than longer no be can that the Board of Directors. o Chair the take temporarily shall Vice-Chairman The appointed. is CEO anew as time such until Board, bythe decided otherwise doing so,CEO(s) the Deputy shall take the interim for general management responsibility functions in the company, unless year. every choice this on deliberate will it officer, executive Chief and ofChairman functions the tocombine decided has ofDire Board the If ofoffice. terms their renewing when or appointed is officer executive Chief the or ofDirectors Board the officer. executive ofChief title the going ofDirectors Board bythe appointed person natural ofanother or officer, executive Chief and ofChairman title bythe go sessions; executive additional toconvene Vice-Chairman the ask may Director Any meetings. Board two between session executive an convene may Vice-Chairman the Inaddition, closed. is topic the till meeting the leave should Directors employee the whether discussed topic each for toappreciate responsibility Vice-Chairman’s the is It preside. will he which over ofDirectors, Board ofthe members non-executive with sessions executive convenes Vice-Chairman the meeting, Board ofevery end the At meetings; Board for schedule the on as well as meeting Board every for ofevents sequence the and agenda the on CEO as serving Chairman bythe consulted is Vice-Chairman The CEO; as serving Chairman the with meetings monthly and contacts regular through life inGroup events ofmajor informed kept is Vice-Chairman The Universal Registration Document 2020 r functions, he/ r functions, ees and to reflect to reflect www.se.com f a new f anew ctors ctors lighten lighten

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Strategic Report Corporate Governance Report Financial Statements Shareholder Information

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Life Is On | Schneider Electric Schneider | On Is Life es, carryinges, operations and shareholding employee out The Vice-Chairmanshall promptly report to the Chairman serving as CEO on the conclusions executive of sessions; The Vice-Chairman shall draw the attention of the Chairman andof the Board of Directors to any possible conflicts of interest that he may have identified or which may be reported to him; The Vice-Chairman is the chairperson of the Governance and remuneration Committee; Like any other member of the Board, the Vice-Chairman may attend any meetings of committees of which he is not a member; In order to complement his knowledge, the Vice-Chairman may meet the Group’s leading managers and visit company sites; The Vice-Chairman carries out annual assessments of the Board of Directors and, in this context, assesses the actual contribution of every member of the Board to the Board’s activities; Vice-Chairman The Annual report General at Shareholders shall actions Meetings; his on The Vice-Chairman shall meet any shareholder who wishes so and inform the Board of their concerns on governance matters. Determine the method of exercising general management of the company; the of management general exercising of method the Determine Appoint executive Corporate Officers and also remove them from office as well as to set their remuneration and the benefits granted to them; Co-opt necessary; whenever Directors Annual General Convene Shareholders Meetings; Approve corporate and consolidated accounts; reports management Draw up reports and Annual General for Shareholders Meetings; corresponding the and documents reports; planning management Draw up Draw up the corporate governance report as provided for in Article L.225-37 of the French Commercial Code; Decide on the use of the delegations of authority granted at Annual General Shareholders Meetings, more particularly for increasing company capital, redeeming the company’s own shar cancelling shares; cancelling Authorize the issue of bonds; Decide on the handing out of options or restricted/Performance Shares within the limits of authorizations given at Annual General Shareholders Meetings; Authorize statutory conventions (conventions covered by Article L.225-38 and following of the Commercial Code); Implement a process to regularly assess that the rules used to qualify a related party transaction as regulated agreement or not, are relevant and effective; guarantees; endorsements and sureties, of Authorize issue the members; their committees designate study and of constitution the on Decide Decide on the dates for the payment of dividends and any possible down-payments ondividends; Annual of Board the General the members Shareholders at of amongst Meeting remuneration allocated Directors’ Distribute Directors. • • • • • • • • published by the company. social and environmental aspects, and ensure that they are implemented. Subject to the powers the Annual expressly conferred to to Subject implemented. are they that ensure aspects, and environmental and social General Shareholders Meetings and within the limit of the corporate purpose, it shall deal with any issue affecting the company efficient operation and take business decisions within its remit. The Board regularly reviews, in relation to the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken this accordingly. end, the To Board of Directors receives all of the information needed to carry out its task, notably from the executive Corporate Officers (Chief executive of Deputy Chief executive officers). corruption peddling. influence detecting and and preventing process at a ascertains Board aimed The of implementation the It receives all of the information required for this purpose. The Board also checks that the executive Corporate Officers implement a policy of non-discrimination and diversity, notably wit regard to the balanced representation of men and women on the governing bodies. • • • • • • • • • • • • • • • • • In accordance with legal or statutory provisions, it isthe Board of Directors’ responsibility to: The Vice-Chairman Lead Director must be an independent member of the Board, as defined in accordance with the criteria The Board of Directors shall determine company business policies in accordance with its social interest and while considering 1. 4. Article 2 – Roles and powers of the Board of Directors 2. www.se.com 3 238 Corporate governance report Schneider Electric 1. Governance Report Governance 1. 1. Directors of Board the of 4–Meetings Article • • • • • • ensure: shall ofDirectors Board the takes, it decisions the and makes it proposals In the Directors of Board the of 3–Membership Article 4. 3. Directors of Board the of powers and 2–Roles Article The Board of Directors shall meet whenever the interests of the company so require and at the least six times a year, includin times six least the at and require so company ofthe interests the whenever meet shall ofDirectors Board The To enable the Board to exercise its duties as defined in 1 and beyond its specific powers summarized in 2, the Board ofDirect Board in2,the summarized powers specific its beyond in1and defined as duties its toexercise Board To the enable The activities of the Board of Directors and its committees shall be described in the corporate governance report. governance corporate inthe described be shall committees its and ofDirectors Board ofthe activities The expiry of members’ terms ofoffice. terms ofmembers’ expiry byanticipatin necessary if intervals, regular at members ofits some bychanging Board ofthe continuity the preserves it That 11.3 ofAssociation; 11.4 and inArticles Articles ofthe forth set provisions the with incompliance Board the on represented tobe continue shall employees and shareholders employee That experiences; and skills professional age, as such criteria on based ofdiversity objectives for required developingThat it the expertise with appoints and persons implementing the strategy Group while considering the men andrepresentation between women on the Board; balanc ofattaining principle legal the with incompliance ofDirectors Board the ofdiversifying objective its pursues it That members; ofits courage and availability competence, the through Board ofthe independence the protects it That Frenchnon- nationality; That the international it nature reflects of the Group’s and of activities by its shareholders having number a of significant m Notices to attend shall be issued by all means, including verbally. They shall be sent via the secretary of the Board. ofthe secretary the via sent be shall They verbally. including means, byall issued be shall toattend Notices indetail. strategy examining for meeting • • • • • • authorities. customs The above limits are not applicable to any sureties, and endorsements guarantees that may regard or be to with issued tax • appropriate): if CEO (or CEO the as serving Chairman tothe powers all delegates ofDirectors Board the Code, Commercial inthe forth set provisions the with In compliance to face, including in the area of social and environmental responsibility. environmental and ofsocial area inthe including to face, Shall be about informed market developments, competitive environment challenges the and company the most has important Group; the outside company inalisted appointment corporate ofany officers executive Chief Deputy or officer executive Chief bythe toacceptance prior consulted be Shall ofoperation; mode its and organization its composition, its year every review Shall − − for: authorization prior give Shall projects; significant ofany conclusions successful the as well as operation efficient company’s the concerning event significant ofany committees byits or Chairman byits informed be Shall ofAssociation. Articles tothe modifications toany and incapital changes such toany related formalities subsequent and prior all out carrying and employees for reserved capital in ofincreases context inthe capital tocompany access giving shares or securities tocapital subscribing as well as options, stock and warrants exercising bonds, ofconvertible conversions following incapital increases any recording formally For (iii) (ii) (i) million euros, limited per surety, or endorsement guarantee to: of500 sum annual amaximum within guarantees or endorsements sureties, ofsub-delegating, possibility the with issuing, For

EUR150 million for commitment guarantees made by Group subsidiaries for Group financial optimization operations, optimization financial Group for subsidiaries byGroup made guarantees commitment EUR150 for million EUR250 million for commitment guarantees made by Group subsidiaries, for taking over the company’s commitments commitments company’s the over taking for subsidiaries, byGroup made guarantees commitment for million EUR250 EUR100 million for other guarantees. other for million EUR100 Concluding any strategic partnership agreement; Concluding any strategic partnership euros, million 250 than ofmore asum for company byaGroup or company bythe assets or ofholdings acquisitions or disposals All whenever are acquisition operations made on companies or activities, business Universal Registration Document 2020 continued embers of embers ed www.se.com g the g the g one g one ors:

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n irman eral man to to man the the and this ed for for ed ocuments ion of of ion Life Is On | Schneider Electric Schneider | On Is Life of the meeting shall have the casting vote. The Board of Directors shall hear operational managers concerned by major issues submitted to examination the by Board. The Board of Directors may authorize persons who are not members of the Board to attend Board meetings including by videoconference or by telecommunication links. The proceedings of the Board of Directors shall be recorded in minutes. The secretary of the Board shall be authorized to certify copies or excerpts from the minutes of the Board’s proceedings. During the same meeting, each member of the Board may only use one proxy form that he has received further to the foregoing paragraph. Members of the Board may attend Board meetings by videoconference or telecommunication links, which allow them to be identified and which guarantee their effective participation. In such a case, they are counted among the members present to the meeting. in accordance However, with applicable laws, for the purposes of checkingand controlling annual accounts, by meeting report, the attend who Directors management the of Board the and members the accounts of consolidated videoconference ortelecommunication links shall not be taken into account for the purposes of determining the quorum or the majority. Deliberations of the Board of Directors shall only be valid if at least half of the Directors are present. in applicat However, request goes unheeded, the person or persons requesting the meeting may convene a meeting himself or themselves, stating the stating themselves, or himself meeting a convene may person persons goes unheeded,request the meeting the or requesting proposed the meeting. of agenda Similarly, the Chief executive officer, if he is not Chairman of the Board of Directors may also address a request to the Chair agenda. given any on meeting a convene The person responsible for convening the meeting shall set its agenda. The agenda may be modified or completed at the time of meeting. the Board meetings shall be held at the company’s registered offices or at any other place specified in the notice of the meeting, whether in France or abroad. Article of the Articles 15 of Association, the Board of Directors may only deliberate validly on the methods for exercising gen represented. or two-thirds present if are Directors management the of Decisions shall be taken on a majority by the vote Directors present or represented. In the event of equality of votes, the Cha Moreover, if no Board meeting takes place for over two months, the Chairman must convene a meeting of the Board at a date no later than fifteen days afterat least one-third of the members of the Board have made a justified request for this purpose. If Board meetings shall be convenedthe by Chairman if such person or, is unable to do so, by the Vice-Chairman. Besides the secretary of the Board, the Deputy CEO in charge finance of shall attend Board meetings. An attendance register shall be kept at the registered office. Any member the of Board may appoint another member to represent him at a Board meeting by means of a proxy form. Any request for information made by members of the Board on specific subjects shall be addressed to the Chairman serving as CEO In order to provide members of the Board of Directors with complete information, visits to sites and customers shall be organiz The Chairman serving as CEO shall meet each member of the Board individually once a year. within time limits that enable them to familiarize themselves with this information in a meaningful They may way. procure any d they require for this purpose prior to meetings. if appropriate,(and, to the who CEO), will reply thereto as promptly as possible. them. Members of the Board of Directors shall have the right to meet the main company executives. They shall inform the Chairma serving as CEO if (and, appropriate, the thereof. CEO) Members of the Board of Directors shall be provided with all the information necessary to enable them to carry out their duties 4. 5. Article 5 – Information for the Board of Directors 3. 2. www.se.com 3 240 Corporate governance report Schneider Electric 1. Governance Report Governance 1. 11. 10. 9. 8A. 8. 7. 6. 5. 4. 3. 2. 1. Directors of Board the of members of status 6–The Article During their term of office, members of the Board of Directors, to the exclusion of the Directors representing employees, shal employees, representing Directors ofthe exclusion tothe ofDirectors, Board ofthe members ofoffice, term their During Members of the Board of Directors shall represent all the shareholders and shall act in the interests of the company in all ci inall company ofthe interests inthe act shall and shareholders the all represent shall ofDirectors Board ofthe Members Members of the Board of Directors undertake to abide by the compliance Code governing stock-market ethics, of which they have have they ofwhich ethics, stock-market governing Code compliance bythe toabide undertake ofDirectors Board ofthe Members Members of the Board of Directors shall be bound by a general confidentiality obligation with respect to the deliberations of of deliberations tothe respect with obligation confidentiality byageneral bound be shall ofDirectors Board ofthe Members Members of the Board of Directors shall have a duty to inform the Board of Directors of any office they may hold or no longer longer no or hold may they office ofany ofDirectors Board the toinform aduty have shall ofDirectors Board ofthe Members Members of the Board of Directors shall inform the French financial market authority within three business days from the the from days business three within authority market financial French the inform shall ofDirectors Board ofthe Members Members of the Board of Directors have a permanent duty to ensure that their personal situation shall not give rise toaconfl rise give not shall situation personal their that toensure duty apermanent have ofDirectors Board ofthe Members Directors may not exercise more than 4 other terms of office in listed companies outside the Group. the outside companies inlisted ofoffice terms 4other than more exercise not may Directors Members of the Board of Directors shall attend Board meetings and meetings of the committees of which they are members. are they ofwhich committees ofthe meetings and meetings Board attend shall ofDirectors Board ofthe Members Members of the Board of Directors shall be remunerated by the payment of an annual fixed amount allocated at Annual General General Annual at allocated amount fixed annual ofan payment bythe remunerated be shall ofDirectors Board ofthe Members Members of the Board of Members Meetings. shall Directors Shareholders General Annual attend Members of the Board of Directors shall provide the secretary of the Board with the list of the persons closely associated wit associated closely persons ofthe list the with Board ofthe secretary the provide shall ofDirectors Board ofthe Members The Board of Directors may grant exceptional remuneration for assignments or offices conferred upon Directors. upon conferred offices or assignments for remuneration exceptional grant may ofDirectors Board The members. toits ofDirectors Board bythe distributed be will amount said The Meetings. Shareholders share price or on any financial instrument related tothem. related instrument financial any on or price share on impact amarked have could public, made were it if which, and public made been not has which company, the concerning information. The samepublication principle of applies whenthey quarterly hold insider information, i.e. precise information follow day the before period 16-day the during and accounts, half-yearly or ofannual publication following day the before days the during shares listed company’s involving transaction any out carrying from refrain shall ofDirectors Board ofthe Members ofoptions). exercise upon subscribed ofshares (eg: hedging plans option stock tohedge inorder plans options ofst hedging authorized except shares, SE Electric toSchneider relating derivative other any or ofoptions dispose or acquire n may ofDirectors Board ofthe members Inconsequence, transactions. financial personal totheir respect acopy, with received 8above. toparagraph pursuant tothemselves applicable tothose similar Boar ofthe secretary ofthe attention (to the SE Electric Schneider and authority market financial French the toinform duties individual oftheir notify shall they whom Regulation”), Abuse (“Market n°596/2014 Regulation European bythe defined as them behalf. their on or account own their on conducted thereto, linked instruments financial on operation any or SE Electric bySchneider issued shares concerning exchange or subscription sale, acquisition, ofany Board, ofthe secretary the as well as PTRemiseInformationEmetteur.aspx, https://onde.amf-france.org/RemiseInformationEmetteur/Client/ address: following the at bye-mail operation, ofthe completion ( company shares can be taken into account. The Schneider shares Electric that they hold shall either be in purely registered in invested essentially fund mutual acompany via held shares 11.1 ofAssociation, Article with Articles ofthe tocomply held be must which shares 250 the for except obligation, this applying For SE. Electric inSchneider shares 1,000 least at possess decision and shall leave the meeting of the Board of Directors when the decision is debated. is decision the when ofDirectors Board ofthe meeting the leave shall and decision correspondin voteofthe tothe nor discussions tothe part take not shall one, apotential even ofinterest, aconflict having ofDirectors Board ofthe member The situation. his/her tocorrect concerned ofDirectors Board ofthe member(s) tothe request ofinterest conflict the upon rule shall ofDirectors Board The ofDirectors. Board the inform inturn shall who Director Lead Vice-C tothe it tonotify aduty has one, apotential even ofinterest, aconflict having ofDirectors Board ofthe member Any • • disclose: shall they respect, Inthis company. the with interest in companies. other performing their duties. performing to further receive they which domain, public inthe not is which toinformation respect with and committees the and Board the asconcerned, appropriate. committee the or ofDirectors Board the from toresign invited be shall and ofoffice term his toterminate towish deemed be shal reasons, exceptional are there year, the unless during held meetings ofthe half least at attended not has who member, Any nominatif pur nominatif upon occurrence of upon occurrence any event which would render the statement above mentioned inaccurate. totally or partially Document; Registration Universal ofits ofpreparation time the at company bythe made request toa inresponse year each then and duties their assuming upon one, apotential even ofinterest, conflict ofany existence the Universal Registration Document 2020 ) or in managed registered ( registered inmanaged ) or administré ) form. rcumstances. g www.se.com and may hairman hairman d), ict of the h l hold ock- 31 31 ing ing

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by c rms rms m. of t to CEO. e Life Is On | Schneider Electric Schneider | On Is Life Governance and Remuneration Committee; Governance and Audit and Risks Committee; Human Resources and Corporate Social Responsibility Committee; Committee; Investment Digital Committee. of office of committee members may be renewed. As a matter of good governance and to the exclusion of the Governance and Remuneration Committee chaired by the Vice- Chairman Lead Director, committee chairs should be rotated and not exceed four-years for a given committee. The Board of Directors shall deliberate annually on the chairmanship of the concerned committee whenever such four-year limit is reached or exceeded. committee with an agenda prepared by the latter. If necessary they may be held by audio or video conference. Members of the Board of Directors may attend meetings of committees of which they are not a member. Only the members of the committee shall take part in the committee’s discussions. A secretary will prepare the minutes of the meetings, which shall be recorded in an ad hoc register specific to each committee the secretary of the Board. A report on each committee’s activities shall be given by the committee’s chairperson or one of its members at the next Board meeting. Minutes of committee meetings shall be provided for the members of the Board of Directors. After referring the matter to the Chairman of the Board, every committee may request studies from external consultants. Every committee may invite any person of its choice to its meetings, as and when required. committee chairmen. shall make proposals, give recommendations and issue opinions, as appropriate, in their area of competence. Created by virtue of Article of the Articles 13 of Association, they shall only have a consultative role and shall act under th authority of the Board of Directors. Lead Director shall preside over the Governance and remuneration Committee. They shall be appointed in a personal capacity and may not be represented. The terms of office of committee members shall coincide with their terms of office as members of the Board of Directors. The te • • • • • relation to the performance of their duties, shall be borne by the company on presentation of supporting documents. committees for specific operations or assignments. expenses, Travelling notably including hotel and restaurant expenses, incurred by the members of the BoardDirectors of in Members of the Board of Directors shall complete the on-boarding programme offered to them at the beginning of their first ter The role of these committees shall be to research and prepare certain matters to be considered by the Board of Directors. They Committees shall meet on the initiative of their chairperson or on request from the Chairman of the Board of Directors or the Committee meetings shall be held at the company’s registered offices or any other place decided upon by the chairperson of the The Chairman serving as CEO or the CEO shall be kept informed of committee meetings. He/she shall be in regular contact with The chairpersons and members of the committees shall be appointed by the Board of Directors. the However, Vice-Chairman The committees created by the Board of Directors shall be as follows: Other than the permanent specialist committees that it has created, the Board of Directors may also decide to set up any ad ho 4. 7. 5. 6. 3. 2. 1. Article 8 – The committees of the Board of Directors the same limitations regarding transactions involving the company’s shares. Their remuneration shall be determined by the Board Directors. They shall be bound the by same general confidentiality obligation as the members of the Board of Directors and shall be subjec They shall act in the interest of the company under all circumstances. They shall receive the same information as the other members of the Board. They may be appointed as members of committees, exceptfor the Audit Committee. The non-voting Directors shall attend Boardmeetings in a consultative capacity. Article 7 – Non-voting Directors 13. 12. www.se.com 3 242 Corporate governance report Schneider Electric 1. Governance Report Governance 1. 2. 1. Committee Risks and Audit 9–The Article Membership and operation of the Audit Committee Audit ofthe operation and Membership The duties of the Audit Committee Audit ofthe duties The Committee. bythe encountered difficulties ofany informed promptly Director Lead Vice-Chairman the and Chairman the keep shall Committee ofthe chairperson The totake. proposes it that actions follow-up ofthe Board the informs It information. extra-financial and financia ofthe integrity to the contributed they how and works ofits findings the on Board tothe reports Committee Audit The ofDirectors. Board bythe it shallThe examine Audit Committee all and financial accounting and questions related questions to to risk-management submitted not. or agreements regulated as transactions party related toqualify criteria ofthe relevance the on and transactions to the Board on the implementation reports ofThe Audit SE’s Schneider Committee Electric on the related Charter party approval Meetings. Shareholders at General Annual for submitted authorizations offinancial amount the as well as distribution for proposals examine shall Committee Audit The • • • • • • purpose: this For advices. gives and information extra-financial and financial ofthe integrity the ofensuring purpose the for Board tothe recommendations issues It domains. inthese decisions ofDirectors’ Board the prepares It information. extra-financial and financial accounting, controlling and up drawing on questions monitors Committee Audit The audit. internal ofthe head the and auditors statutory the hear regularly shall Committee the representatives, ofcompany presence the Outside useful. tobe deems it documents any toprovide CEO the require also may It meetings. toits hear to wishes it person any invite may Committee The auditors. statutory bythe accounts, toexamining devoted tomeetings respect with and, department audit internal company’s ofthe and department finance ofthe bymembers attended be shall meetings The meetings. for agendas up draw shall Committee ofthe ayear. chairperson The times five least at meet shall Committee The Committee. Audit to the secreta as act shall audit ofinternal head The contact. Committee’s Audit the as act shall offinance incharge CEO Deputy The independent regard to published with criteria. specified, be and accountancy and offinance matters concerning skills special possess must members ofthe one least At of Directors. Board ofthe members independent be must ofwhom two-thirds members, three least ofat comprised be shall Committee The − − − − − of It internal monitorsthe control efficiency and management risk systems. For this purpose: aud statutory ofthe scope inthe included strictly not are that missions toany approval prior bygiving and network, their or firm totheir Group bythe paid fees ofexamining time the at especially auditors, ofstatutory independence the check shall It a it consultation shall process, After suggest reappointing the auditors or existing appointing auditor statutory new statutory auditors. bystatutory made ofcontrols results and plan audit external the byexamining notably auditors, bystatutory made accounts consolidated and ofannual control legal on follow-up handles It documents. information key financial other the as well as reports, these concerning (AMF) Authority Market Financial French bythe made remarks any applicable, where and, report half-yearly draft the control, internal on information the contains and Document Registration ofUniversal status the bears which report, annual draft the examines It − − − particularly: more therefore, and Board bythe approved tobe accounts half-yearly and annual for prepare shall It

data protection and the measures implemented to ensure that policies these are circulated and applied. and ethics anti-bribery, competition, concerning notably policies compliance ofGroup existence the ascertain shall It anomalies; and incidents processing and identifying for exists process arelevant that ensure shall It control. internal to respect with self-assessments ofentities’ results intothe look and measures control internal Group examine shall It audit; internal from requested ofreports basis the on coverage risk tooptimize how examine shall It risks; minimizing or preventing for exist measures that sure make and risk-mapping operational examine shall Committee The infull; reports these receive shall Committee ofthe chairperson However, the basis. aquarterly on audits on produced ofreports summaries receive shall It program. work annual its as well as audit, internal for used resources and organization the examine shall It information. extra-financial and financial up drawing for process the Examines cash situation; the as well as commitments and nature, environmental and ofasocial those including risks, off-balance-sheet Examines with; complied been have perimeter consolidation tothe relating rules that and accounts,corporate as well as checking on that operations level Group significant have dealt been appropriately with Checks and the appropriateness consistency of the accounting used methods for up drawing consolidated and Universal Registration Document 2020 www.se.com Audit l ry it. s.

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The The or Life Is On | Schneider Electric Schneider | On Is Life Determining and reviewing Directors’ independence criteria and Directors’ qualifications with regard to these criteria; Missions carried out by the committees of the Board of Directors; The evolution, organization and operation of the Board of Directors and its committees; The company’s use of national and international corporate governance practices; Annual General remuneration proposed members’ with Board at Shareholders its together Meetings of amount total The them. amongst allocation Directors or non-voting Directors, non-voting or Directors Chairman the of Board of Directors, Vice-Chairman and Vice-Chairman Lead Director, Chairpersons committees; members and of (Chairman of the Board of Directors and/or Deputy CEO, ensuring CEO), in particular its alignment with the corporate interest. Committee shall prepare annual assessments of the persons concerned and make recommendations to the Board of Directors concerning the determination the of components of the compensation due to executive Corporate Officersaccordance in with the compensation this end, it policy. To uses the works of the Human Resources and CSR Committee. The Committee shall prepare the draft corporate governance report the of Board of Directors. When the Committee reports to the Board on these matters, the Board of Directors debates and deliberates without the presence of the executive Corporate Officers. The Committee shall propose measures to the Board of Directors that will reassure both shareholders and the market that the Board of Directors carries out its duties with all necessary independence and objectivity. For this purpose, it will organize f yearly assessments to be made of the Board of Directors. It shall make proposals to the Board of Directors on: • • • • • CEO’s. The Committee shall formulate proposals to the Board of Directors on the compensation policy of the executive Corporate Officer • • • after consultation with the Chairman of the Board of Directors. The Committee shall meet at least three times a year. In order to carry out its assignments, the Committee may hear any person it wishes. The Committee shall be comprised of at least three members. The Governance and remuneration Committee shall be presided by the Vice-Chairman Lead Director. Failing this, the Board shall appoint the chairperson of the Committee. Thesecretary of the Board shallbe the secretary of the Governance and remuneration Committee. The Committee shall meet at the initiative of its chairperson. The agendashall be drawn up by the chairperson of the Committee For general management of the company. The Committee will also give its opinion to the Board on nominations for any Deputy the Board To of Directors: The Governance and remuneration Committee’s duties: Membership and operation of the Governance and Remuneration Committee (ii) (i) 2. The Committee will formulate proposals to the Board of Directors in view of any appointment made: 1. Article – Governance 10 and RemunerationCommittee www.se.com 3 244 Corporate governance report Schneider Electric 1. Governance Report Governance 1. 2. 1. Committee 12 –Investment Article 2. 1. Committee Responsibility Social Corporate and Resources 11 –Human Article Membership and operation of the Investment Committee Investment ofthe operation and Membership Committee Responsibility Social Corporate and Resources Human ofthe operation and Membership The Investment Committee’s duties: Committee’s Investment The duties: Committee’s The • • • • • • • • • Committee: the policy. To purpose, investment this on deliberations ofDirectors’ Board the prepares Committee The Director. M&A Group the upon call and wishes it person any hear may Committee the assignments, its out tocarry In order circumstances. the on depending more or ayear, less times three meet shall Committee The CEO. as serving Chairman the with consultation after Committee ofthe chairperson bythe up drawn be shall agenda The chairperson. ofits initiative the at meet shall Committee The Committee. Investment tothe secretary be will Strategy ofGroup Director The members. three least ofat comprised be shall Committee The policy. Group “CSR” ofthe aspects different the examining (iv) and resources tohuman inrelation management ris monitoring (iii) policies, resource human major and projects re-organization ofmajor impacts financial and social on Board bythe review (ii) shareholding, ofemployee expansion (i) on deliberations ofDirectors’ Board the prepare shall Committee The executives. key Group for plans succession examine shall It executives. Group main ofthe and Committee Executive ofthe ofmembers nomination ofany informed be shall Committee The • • shall formulateThe Committee on projects made proposals by management general on: plans. Shares free/Performance and plans options subscription/purchase share up setting on ofDirectors Board tothe proposals formulate shall Committee The wishes. it person any hear may Committee the assignments, its out tocarry In order ayear. times three least at meet shall Committee The CEO. as serving Chairman the with consultation after Committee ofthe chairperson bythe up drawn be shall agenda The chairperson. ofits initiative the at meet shall Committee The Committee. Responsibility Social Corporate and Resources Human tothe secretary the be shall Group the for Resources ofHuman Director The members. three least ofat comprised be shall Committee The Shall present to the Board social and environmental aspects of the strategic projects submitted to it such as M&A projects. M&A as such toit submitted projects strategic ofthe aspects environmental and social Board tothe present Shall investments; growth organic major any or strategies R&D and innovation as such Electric, the management in Shall of support the elaboration investment policies linked of positioning to Schneider the long-term significance; strategic or offinancial projects divestment and optimizations portfolio examine Shall in; tooperate likely or in operating is company the sectors inthe happening scenarios consolidation or toreconfiguration attention special pay Shall Shall provide recommendations on major mer specifically requires it; Board ofthe Board/Chairman the or it warrants significance strategic the if scale, ofsmaller matters investigate May for deployment capital decisions of or €250million above; company, typically the for investments tomaterial leading projects research suggest or request, Board’s the at launch, May Shall the management advise team on deployment capital strategies; Shall elaborate recommendations for the Board on major deployment capital decisions; executives. ofGroup compensation the determining for criteria and Principles Committee; Executive ofthe members ofthe Compensation Universal Registration Document 2020 ger, alliances and acquisition projects; www.se.com ks

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e in its e eas: ve is to inst . Their Life Is On | Schneider Electric Schneider | On Is Life automation capabilities; automation & Analytics, (ii) building new digital offers & business models, (iii) establishing its contribution to and consistence with th overall strategy; Partners & Digital Customers Experience; Group’s transformation the and of Improvement Cybersecurity Group’s the Assessment Cyber of of enhancement Risks and (jointly posture Committee); with audit the Monitoring and analysis of the Digital landscape (competitors and disrupters, threats and opportunities); Assessment of the contribution of potential M&A operations to the Group’s Digital strategy; digital and Technology Information Operational Efficiency of effective the use through Electric’s Schneider of Improvement growth Core Businesses and EcoStruxure the enhancing with Connectivity (i) Development of business, including digital Checking that the company is equipped with the right pool of talentsfor digital transformation. 6. 7. 4. 5. digitization efforts. The Digital Committee prepares the Board of Directors’ deliberations on digital matters. For this purpose, the Digital Committee will review, appraise and follow-up projects and, generally, advise, inter alia on 7 ar 1. 3. 2. after consulting with the Chairman The & CEO. Committee shall meet at least three times including a year, a joint review on Cybersecurity risks with the Audit and Risk Committee. In order to carry out its assignments, the Committee may hear any person it wishes. The purpose of the Digital Committee is to assist the Board in digital matters in order to guide, support and control the Group The Committee shall be comprised of at least 3 members. The Chief Digital Officer orthe Chief Information Officer will be secretary to the Digital Committee. The Committee shall meet at the initiative of its chairperson. The agendashall be drawn up by the chairperson of the Committee The Digital Committee’s duties Membership and operation of the Digital Committee The present internal regulations have been unanimously approved by the Board Directors. of A purely internal act, their objecti Article – Perimeter 14 of internal regulations complete the Articles of Association by stipulating the main conditions of organization and operation of the Board of Directors purpose is not to replace the Articles of Association. They may not be relied upon by shareholders or third parties for use aga members of the Board of Directors, the company, or any company in the Schneider Electric Group. They may be modified at any tim solely by deliberation of the Board of Directors. 2. 1. Article – Digital 13 Committee www.se.com 3 246 Corporate governance report Schneider Electric on the Company’s website, www.se.com. www.se.com. website, Company’s the on a and hereafter reproduced is which Director Independent &Lead Vice-Chairman ofthe Charter the adopted ofDirectors Board The Director Independent &Lead Vice-Chairman ofthe Charter 1.2.4 Report Governance 1. 4. 3. 2. 1. The Board of Directors may appoint a Vice-Chairman. The Vice-Chairman shall be appointed for a period that may not be any any be not may that aperiod for appointed be shall Vice-Chairman The aVice-Chairman. appoint may ofDirectors Board The In exception to 1 above, and in compliance with Article 12.2 of the Articles of Association, the appointment ofaVice-Chairma appointment the ofAssociation, Articles 12.2 ofthe Article with incompliance and to1above, Inexception The Vice-Chairman Lead Director must be an independent member of the Board, as defined in the criteria published by the bythe published criteria inthe defined as Board, ofthe member independent an be must Director Lead Vice-Chairman The The Vice-Chairman shall preside over Board meetings in the absence of the Chairman. ofthe absence inthe meetings Board over preside shall Vice-Chairman The former Chairman of the supervisory board for the remaining duration of his term ofoffice. term ofhis duration remaining the for board supervisory ofthe Chairman former tobe Director Lead Vice-Chairman first the for provides ofAssociation Articles 12.2 ofthe Article measure, atransitional As company. • • • • • • • • • • • Independent Director. In this respect: ofLead role the on takes also Vice-Chairman the case, Inthis combined. are CEO and ofChairman roles the if compulsory is Chairman. ofanew election the until death, ofhis case inthe and, last may inability his as long as Vice-Chairman be will he functions, his tofulfill inability Chairman’s ofthe event Inthe death. his or functions his tofulfill latter the inabilit temporary ofany event inthe ofDirectors Board ofthe Chairman the toreplace upon called be shall Vice-Chairman The time. any at ofDirectors Board bythe office f removed be may Vice-Chairman The re-election. for eligible is Vice-Chairman The aDirector. as ofoffice term his than longer the Vice-Chairman shall meet any shareholder who wishes so and inform the Board of their concerns on governance matters. governance on concerns oftheir Board the inform and so wishes who shareholder any meet shall Vice-Chairman the on his actions shall Shareholders’ at Meetings; General report Annual the Vice-Chairman works; Board’s tothe Board ofthe member ofevery contribution actual the assesses context, inthis and, ofDirectors Board ofthe assessments biennial and annual out carries Vice-Chairman the may in order to complement his the Vice-Chairman knowledge, amember; not is he ofwhich ofcommittees meetings any attend may Vice-Chairman the Board, ofthe member like other any Committee; Governance ofthe Chairman is Vice-Chairman the that he may have identified; ofinterest conflicts possible toany ofDirectors Board ofthe and Chairman ofthe attention the draw shall Vice-Chairman the sessions; ofexecutive conclusions the on CEO as serving Chairman tothe report promptly shall Vice-Chairman the session; executive an toconvene Vice-Chairman the ask may Director Any meetings. 2Board between session executive an convene may Vice-Chairman the Inaddition, meeting. Board each after or before toresponsibility decide it whether should be held or not. It is either directl therefore held as decided by the Vice-Chairman, Vice-Chairman’s the is It meeting. Board ofevery agenda the on included be shall session executive An preside. will he which over ofDirectors, Board ofthe members non-executive with sessions executive convene may Vice-Chairman the meetings; Board for schedule the on as well as meeting Board every for ofevents sequence the and agenda the on CEO as serving Chairman bythe consulted is Vice-Chairman the CEO; as serving Chairman the with meetings monthly and contacts regular through life inGroup events ofmajor informed kept is Vice-Chairman the Universal Registration Document 2020 meet the Group’s leading and managers visit company sites; replaced by the bythe replaced www.se.com the n vailable vailable rom y of y of y Strategic Report Corporate Governance Report Financial Statements Shareholder Information

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Group Group May May nt back ers, er lists, lists, er ort to the e- in its s, thes, These These tion, tion, ading and od. lity. ary crisis, 0). These0). interim ation. A in any type and to the etc. riod of less less of riod pliant with pliant ning and ning of the Board s, s, wed. tivities report, tivities nformed of Life Is On | Schneider Electric Schneider | On Is Life d shareholders’ expectations, an interview expectations, an Vic with senior shareholders’ the d uance of new French regulations coming from law n°2019-486 from law coming regulations of French new of uance ions, both Directors and relevant employees are barred are from tr employees relevant and Directors both ions, those that seem to them to constitute insider dealing. insider constitute to them to seem those that meetings with the Chief Financial Officer and Executive Vice-presidents of Strategy, Energy Management, Industrial Automation, Automation, Industrial Officer Management, Financial Energy Chief with Vice-presidents the Executive meetings and Strategy, of

documents including, in particular, the last registration document and integrated report, the Company’s Articles of Association

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the internal regulations of the Board of Directors, the AFEP-MEDEF Corporate Governance Code, the compliance Code governing sto market transactions below), (see the minutes of the Board’s and committees’ meetings for the period starting from the appointme and secretary general, the secretary of the Board of Directors, as well as with the persons in charge of compliance and ethics development; sustainable structure an shareholding Electric’s Schneider about know more to Relations; Investors president training on the use of the secure dedicated platform on which all the board’s files are filed and kept; the designation of a mentor for any new Director to facilitate his/her integration; as the case may be, visits to sites which are particularly illustrative of Schneider Electric’s activities. a set and other EVPs as the case may be; a work session with the secretary of the committee(s) he/she will join; concerning governance and values: work session with the Vice-Chairman & Lead Independent Director; the chief governance officer to the full year before, Directors’ and officers’ liability master policy and the last three periodic information letters; a summary relating to the Group organization; working employees designed to prevent insider trading. Under these provis Under trading. insider prevent designed to employees enter into hedges of shares resulting from exercise of options and of Performance Shares they are required to hold page (see 23 Performance and peri options vesting Shares during their stock unvested hedging against prohibition the restrictions supplement The compliance Code governing stock-market transactions was revised when the European “Market Abuse Regulation” No. 2014/596 of Compliance Code governing stock-market transactions Schneider Electric has adopted a compliance Code governing stock-market transactions for members of the Board of Directors and Mrs. Xiaoyun Ma, was offered a tailored training session to address her needs. in the Company shares and shares in companies for which they have inside information that has not yet been made public. In addi they may not trade in Schneider Electric SE shares during the days preceding 31 the day following publication of the annual and financial statements, nor during the days preceding 16 the day following publication a quarterly of update, nor may they engage of speculative trading involving Schneider Electric SE shares (including margin trading, purchasing, and selling shares in a pe than four In addition, months). in accordance with the AFEP/ MEDEF Corporate Governance Code, Corporate Officers also undertake 22, relating 2019 to companies’ growth and transformation, known the law, Director as PACTE representing the employee sharehold www.se.com April entered 2014 16, into force, and subsequently updated in December The 2018. regulation obliges companies to draw up insid and market operators to put in place mechanisms aimed at preventing and detecting suspicious transactions, enabling them to rep to them transactions, enabling suspicious detecting and preventing at aimed mechanisms place in put operators to market and Autorité des Marchés Financiers 1.2.5 Information training and of the Board Directors of its and members ensure thatTo the Board Directors of is well informed at all times, Schneider Electric SE applies the following rules: members • • • • In addition, the Directors representing employees, Mrs. Rita Felix Patrick and Mr. Montier, benefit from a training program com Executive Committee members are invited, depending on the subject, to present the major issues within their areas of responsibi have access, via a secure dedicated platform, in principle, ten days before every board meeting, to the agenda for the meeting draft minutes of the last meeting and, four to five days before, to the Board’s file. The documentation includes a quarterly ac presentations on items scheduled on the agenda or notes, and, as appropriate, draft statutory and consolidated financial inform meeting. the at provided be supplementary also filemay revie are statements financial statutory the which Statutory interim and at meetings portion the attend auditors Board’s the of Between each meeting the of Board of Directors, aside from meetings that they may have with the Chairman and Directors CEO, receive continuous information through periodic information letters, drafted exclusively for their attention, which keep them a receive i also They feedback. and consensus investor in developments and environment competitive the Group, the in developments challenges and priorities of Schneider Electric as well as its governance and values. As such, new Directors are offered a trai information program on the Group’s strategy and businesses designed around a common core which comprises of: • purs In Directors. of Board the by approved and requirements legal • • Board of Director dinners are also organized in order to offer more opportunities to interact with investors, customers, expert • • Board members also have the opportunity to meet informally with key members of senior management between management senior meetings. opportunity Board members the of membersBoard with have key also informally meet to On-boarding program of new Directors A complete on-boarding program is provided to any new Director in order to help them to get a deep understanding of the busines weekly press review, all of the Company’s press releases, relevant financial analysts’ reports, and other documents. dinners are meant to provide the Board members with external views on the Group,increase to their understanding of the changes business environment, and to gain more insight on the needs and motivations of all stakeholders. In 2020, dueto COVID-19 sanit only one dinner was organized in February 2020 before the first lockdown in France. 3 248 Corporate governance report Schneider Electric • • areas: few following the on placed was emphasis continued that recommended was it and transformation significant undergoing is Company the Nevertheless, assessment. external this on based raised were concerns short-term major No Areas for improvement The management of the were Board meetings also and praised. processes • • • • • • has: Board Electric Schneider that concluded ofDirectors Board ofthe assessment external 2020 The Key findings indetail. discussed r This meetings. individual the and questionnaires the through both gathered information the analyzing consultant, external the b 14, 2020 December on ofDirectors Board tothe and Committee &Remunerations Governance tothe presented was report A summary Director. ofeach contribution effective ofthe assessments these on feedback individual p Director Independent &Lead Vice-Chairman The Director. ofeach contribution effective ofthe –assessment aself enabled and Commi its and ofDirectors Board ofthe activities and composition the on focused questions The suggestions. and comments their providedanswers were used to guidelines” prepare “interview for meetings held each with Director to obtain, complete with anon Director. Independent Lead bythe beforehand validated questionnaire adetailed tocomplete asked was Director each assessment, o purposes the For Reynolds. byRussels conducted therefore was assessment The Group. ofthe behalf on ofDirectors recruitment in involved otherwise not was that afirm toappoint decided was it ofinterest, conflict any avoid and To independence ensure recommendations. his express tofreely ability consultant’s the and ofanalyses objectivity & Lead Independent Director, ofunder the responsibility the Vice-Chairman of opinions guaranteed who the confidentiality expre provide service external ofan assistance the with of2020 end the at performed was committees specialized its and of Directors ofthe activities ofthe assessment aformal Code, AFEP-MEDEF bythe recommended frequency –year three the with In accordance expert) external and independent an of assistance the (with 2020 October and September in conducted self-assessment Formal consultant. external assistance the with conducted be may which self-assessment, aformal years, three every once least at undertake shall Directors of Board the Code, Governance Corporate AFEP-MEDEF the per as Inaddition, ofDirectors. Board ofthe secretary bythe Director Independent &Lead Vice-Chairman ofthe leadership the under conducted is evaluation The member. Board the with interview an or toB sent questionnaire awritten through out carried is assessment yearly This committees. ofits those as well as operations, organization composition, its reviews annually ofDirectors Board SE’s Electric Schneider regulations, internal toits Pursuant ofDirectors Board ofthe 1.2.6 Self-assessment Report Governance 1. Further improving Board materials, especially timelines and structure. and timelines especially materials, Board improving Further planning; succession and composition Board Long-term level. class world to considered are that issues Governance and Social toEnvironmental, related disclosures and actions for consideration a high geograph and experiences, ofskills, set right the with appropriate and diverse particularly tobe found was that a composition a relationship transparent the senior with management team; alignment; Governance and Social Environmental, and risk, strategic, a good members; Board all from behaviors appropriate with yetchallenging open and trust-based is that culture Board a strong corporate governance); practices best effective well-functioning, (future-oriented, aspects effectiveness Board and governance inmost edge a leading Universal Registration Document 2020 , and , and oard members oard members the eport was eport r and r and www.se.com ssed, the ies; of an ofan ymity, rovided ttees

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ual od of March March of od ow: espite the Life Is On | Schneider Electric Schneider | On Is Life 93% in 2019). Ten Directors Ten 93% in 2019). have an vs. vs. and software; ™ reviewed the Sustainability strategy; authorized or reviewed external growth operations: Larsen Electrical & Toubro’s & Automationbusiness, RIB Software, ProLeit, O Plannon, Etap; Plannon, portfolio; the reviewed Electric. Schneider concerning competitors of changes and moves informed about was Industrial Automation, EcoStruxure remotely in September 2020, specifically dedicated to the topic; focused, during this Strategy session, on an in-depth strategy review of Europe and France operations, as well as Energy Manage conducted a thorough review of the Group strategy, as every as part year, of a meeting4 days of named “Strategy session”, held reviewed and approved the 2019 financial statements based on the Audit & Risks Committee’s report Risks Committee’s & report the Audit the and statuto the on based by statements financial 2019 the approved and reviewed auditors, who were present at the meeting; 2020; first of the half for statements financial the approved and reviewed reviewed the first and third quarterly business results and reports prepared by the senior management; reviewed the Group’s 2020 guidance set in February as well as the suspensionthis of guidance and the new guidance issued in Ju of the Group’s internal audit andinternal control teams; selected a new external statutory auditor; assessed the Group enterprise level business continuity plan; performance new the of system; roadmap and principles the management reviewed reviewed the Group Compliance System evolution; reviewed the Environmental,Social, and Governance (ESG) reporting; buyback; share the of implementation the monitored reviewed the debt and cash situation; authorized the issue of bonds and convertible sustainability linked bond; guarantees. endorsements, and sureties, of issue to authorized CEO the October 2020; October €2.55 share; per at set be dividend the that Meeting Annual Shareholders’ the propose to to decided was also informed, at each meeting, of the business situation; reviewed the update on the COVID-19 outbreak crisis response; heard a detailed presentation on the drawing-up and the findings of risk mapping and the Audit & Risks Committee’s report on th • • • • www.se.com • • Strategy • Business results and Financial 1.3 Board activities 1.3 The board meetings held 12 four in 2020 special (vs. in 2019), 7 meetings were dedicated to the COVID-19 crisis during the peri • • • • • • • • • • • • The Board of Directors devoted most of its activities to the Company’s business, strategy, corporate governance as detailed bel to June 2020. The meetings lasted seven hours on average with a higher average participation rate of Directors than last year d increase in the number of meetings and the constraints due to the COVID-19 Crisis in 2020 (97% attendance rate of 100% and none have an attendance rate less than 83% as shown in the table summarizing the Directors’ individ attendance at board meetings. All absences werelegitimate and excused. • • • • 3 250 Corporate governance report • • • • • • • • • • • • • • • • • Schneider Electric prescribed by Article 10.2 of the internal regulations, unless solicited to provide information on specific issues. specific on information toprovide solicited unless regulations, internal ofthe 10.2 byArticle prescribed prese not was party interested CEO, the and Chairman ofthe compensation the determined and debated Board the when In addition, in2019. as same “execut three held ofDirectors Board the In2020, meeting. board ofeach end the at Officers) Corporate the (without Directors of sessions executive convenes Vice-Chairman the regulations, 1.C.3 internal ofthe ofArticle provisions ofthe In application authorizations. offinancial renewal the and Officers Corporate compens the ofDirectors, Board ofthe composition tothe relating those including management, bythe supported resolutions all I headquarter. Company’s atthe session, inclosed toattend entitled persons other and ofshareholders attendance physical the 2020 25, ofMarch 2020-321 No. order ofthe inpursuance and basis exceptional an on held, was Meeting Shareholders’ Annual the of ofpublication date the on assembly ofcollective ban the given and crisis COVID-19 bythe caused context health tothe Due preparation of the Shareholders’ Annual Meeting. It approved questions. to the responses the written du met shareholders bythe expressed positions ofthe informed was and reports proxy-advisors’ ofthe note took It meeting. the The Board approved of resolutions the agenda the 2020 and draft 2020 Annual Shareholders’ Meeting • Corporate governance Report Governance 1. − − year: ofeach end the at followed is that process ofatwo-stage result the examined year thoroughly as planning the succession every of purpose; Company the reviewed or relating "regulated"; agreementsreviewed as to process the assessment "current" of the qualification the related party approved a new regulated agreement governing the cond examined the regulated agreements and commitments; approved as provided L.225-100 for the management of in report the French article Commercial Code; Code; Commercial French ofthe L.225-37 inarticle for provided as report governance corporate the approved for employees;decided on increases capital reserved 35; 31, and 30, 34, 31bis, 33, 32, 29bis, 29, n°28, checked and the recorded calculation of the level of achievement Share conditions plan applicable to of Performance performance decided on the implementation of incentive the Long-term 2020 plan; Committee; Executive ofthe members for plan succession the on Committee &CSR Resources Human bythe done works ofthe informed was Committee; Executive ofthe ofmembers review salary ofthe informed was topics; was informed of the & meetings major Lead with shareholders conducted Independent by Director the on Vice-Chairman governance granted; been have or be may that types ofall benefits and compensation the approved and Officers Corporate ofthe compensation tothe relating criteria and principles the reviewed and discussed assessment; external formal its on 21, 2020, ofOctober meeting its at deliberated, Officer; Corporate the for plan succession the examined CEO; and ofChairman functions ofthe unification the tomaintain whether discussed − − women; and ofmen representation ofbalanced principle the and committees ofits that and membership ofits composition the discussed

another “executive session”. “executive another yea ofthe course inthe reviewed been has it CEO). and In2020, Chairman ofthe presence the without (held session” “executive ne the at discussion for forward brought then is matter the cons; and pros respective their with needs long-term and short-term immediate, toaddress options internal various the Committee &Remunerations Governance tothe presents CEO and Chairman the thereon; board tothe reports and pool, selected ofthe diversity the and quality the the top and management, ascertains individual’s of the assessment studies of the every profiles the new-comers performance, to succession potential for considered be could who oftalents list the byname reviews Committee &CSR Resources Human the Committee; &CSR Resources Human ofthe amember as Felix Rita Mrs. appointed it 2020 28, July on Committee; Investment ofthe Chairman ofMr. and Apothek Léo Committee &Risks Audit ofthe amember as Lee Jill ofMrs. appointments the 2020, 23, April on ratified 19, 2020 February on decided it respect, Inthis committees. ofits composition the on deliberated also ofDirectors Board the Mr. Kissling, and Willy Mr. Kindle, Fred Cabanis, Cécile Mrs. Mr. Apotheker, Léo a as term ofthe renewal ofthe infavor as well as Director as Lee Jill ofMrs. tovoteinfavor Meeting Shareholders’ Annual tothe proposed and key markets Group’s ofthe knowledge deep the strengthening at and digital as such challenges of strategic aimingto at reinforcing of this end, keeping its members, diversity it its efforts the geographical strong pursued skills in t Universal Registration Document 2020 itions of the departure ofitions of Mr. the departure Emmanuel Babeau; the Corporate Officers and top management. The planning succession Officers the Corporate Annual Shareholders’ Meeting, and its report to Shareholders’Annual Meeting, the shareholder and its report the Board of of Board the ive sessions”, he field he field the notice, Director of ring the t approved www.se.com ation of the s at s at , without , without and xt nt, as as nt, er as s r at r at

is Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 251 es es

e s. invite Directors. The The Directors. the Audit Risks Risks et seq. Life Is On | Schneider Electric Schneider | On Is Life rom utility companies in the US in 100% average attendance rate 100%

100% Fleur PellerinFleur Jill Lee • • 75% Directors independent of Fleur PellerinFleur Member Independent Jill Lee Member since April 23, 2020 Independent Willy KisslingWilly Member Non-independent Cécile CabanisCécile Chairwoman Independent As demonstrated by their career records, summarized on pages 221 & Risks Committee members all have recognized expertise in finance, economics, and in-depth knowledge, their Mrs. Cécile accounting to addition financial and In accounting. group French major a of challenges knowledge the extensive of brings her also Cabanis in the Willy CAC 40, Kissling Mr. his knowledge of the building industry and Schneider activities in-depth of an and Lee Electric’s Schneider knowledge the Electric, Mrs. Jill of the Asian markets, and Mrs. Fleur Pellerin her economic and financial skills in the field of technologies. • • • • 4 members 100% 100%

was appointed as a member of the committee Fred Kindle and Mr. stepped down from his office as a member of the committee following his appointment as Vice-Chairman & Lead Independent Director on April 23, 2020. Cécile Cabanis Willy Kissling Chairpersonship: no change. no Chairpersonship: Membership: following her appointment as a Director by the Annual General Shareholders’ Meeting of April 23, 2020, Mrs. Jill Le Two-thirds of the members must be must one least at and independent in-depthhave knowledge accounting of standards combined with hands- current applying experience in on producing and standards accounting financial statements. The internal regulations and procedures of the Board of Directors stipulate that the Audit & Risks Committee must have at least three members. relation to some software offer and with the Digital Committee relating to cybersecurity risk review. Changes in the composition in 2020 Individual attendance rate in 2020 in attendance rate Individual • • • •

Composition as of December 2020 31, 8 2020* in meetings 1.4.1 Audit & Risks Committee 1.4.1 The members, operating procedures, and responsibilities of the Audit & Risks Committee are compliant with the recommendations included in the Audit & Risks Committee final report as updated by the AMF in July 2010. * Including the joint meetings with the Governance & Remunerations Committee on questions received by Schneider’s sales teams f may commission research from external consultants after having consulted with the Chairman of the Board of Directors. They may anybody they wish to meetings, as necessary. Secretaries of the Board committees organize and prepare the work of the committee Committee members are appointed by the Board of Directors on the proposal of the Governance & Remunerations Committee. Committe The Vice-Chairman & Lead IndependentDirector may attendany meetings of committees of which he is not a member. The committees Committee, the Governance & Remunerations Committee, the Human Resources & CSR Committee, the Investment Committee and the Digital Committee. members. Board other the to meetings their open may They draft the minutes for the meetings of the committees which, after their approval, are sent to all members of the Board of secretaries of the committees are members of Group management teams and specialists in the subject matters of each committee. 1.4 Board committees (composition, operating procedures and activities) committees Board (composition, 1.4 In its internal regulations, the Board defined the functions, missions, and resources of its five study committees: the Audit& www.se.com 3 252 Corporate governance report Schneider Electric 1. Governance Report Governance 1. follows: Items Details of Details missions Items of Details missions Items accounting, internal control,extra-financial, internal audit, co financ on recommendations bymaking ofDirectors Board ofthe work the preparing for responsible is Committee &Risks Audit The Responsibilities • • • • • procedures Operating December 14, 2020. and 1-4 September 28, 19, July ofFebruary meetings Board’s the at work its on reported Committee &Risks Audit The Activity in 2020 financial disclosures financial Financial statement and program systems, and compliance control, risk management of internal efficiency the on Following-up auditors tostatutory related Issues Board bythe approved interim statements financial to be and annual the for Preparation some of the other meetings. statements are reviewed and, depending on the agenda, all or financial which at meetings attend auditors statutory The meetings. toits tohear wishes it person any invite may committee The Committee. &Risks Audit ofthe secretary the is Audit ofInternal director The year. the during held are meetings five least At CEO. and Chairman ofthe request the at or Chairperson ofits initiative atthe meets committee The Universal Registration Document 2020 • • • • • • • • • • • • • • • • • • • Review of pension commitments ofconsolidation scope Group’s ofthe Review Review of investor relations’ documents the concerning annual and interim statements financial obligations similar or obligations, pension and provisions position, tax Group’s the ofgoodwill, Review statements Review of the annual and interim on the financial statements financial and of the reports of Directors Board bythe toit submitted nature, environmental and ofasocial those including management, torisk related questions and questions extra-financial and accounting, To financial, all examine not or agreements regulated as transactions party related toqualify criteria ofthe relevance the on and transactions party To to the Board on the report implementation of SE’s Schneider Electric on related charter applied and circulated are policies these that toensure implemented measures the and protection, data and ethics anti-bribery, competition, concerning notably policies compliance ofGroup existence the To ascertain anomalies handle and to identify entities’ regarding internal self-assessment control; to ensure that are procedures implemented of outcome the toacknowledge and system control internal Group’s ofthe rollout To the review To review risk mitigation and coverage optimization implemented to prevent and reduce them are procedures toensure evolution; year-on-year its and mapping risks To operational review out carried audits ofthe findings the on report summary aquarterly toreceive program; work annual its as well as audit, internal for used resources and organization To the examine audit statutory ofthe scope the in included strictly not are that assignments for approval prior bygiving and network and firm totheir Group bythe paid fees byreviewing inparticular independence, auditors’ the To verify auditors bystatutory made ofcontrols results and plan audit external the byexamining notably auditors, bystatutory made accounts statutory and ofconsolidated control legal on To follow-up handle auditors statutory ofthe reappointment or appointment the concerning To recommendations make statements and other main financial documents financial interim the on reports the as well as Document Registration Universal To the review information extra-financial and financial up drawing for process To the examine situation cash the as well as commitments and nature) &environmental ofasocial those (including risks sheet To off-balance examine have complied been with ofconsolidation scope tothe relating rules that and appropriately with dealt been have level Group on operations significant that tocheck as well as accounts, corporate and consolidated up drawing for used methods accounting ofthe consistency and appropriateness To the check mpliance and management risk Accordingly, issues. its missions • • • difficulties encountered. difficulties ofany informed promptly Director Independent & Lead Vice-Chairman the and Chairman the keeps Committee Risks and Audit ofthe chairperson The Board. to the presents itsThe findings and committee recommendations consultants. external from studies commission also may It useful. tobe deems it documents any toprovide CEO the require also may It www.se.com are as as are ial, Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 253 Life Is On | Schneider Electric Schneider | On Is Life ficer. 100% average attendance rate ompanies in the US in relation to some 100% 100%

The committee shall meet at least three times a year. The committee may seek advice from any person it feels will with work. its it help The secretary of the Board of Directors is the secretary of the Committee. Linda Knoll Knoll Linda Spierkel Greg • • • • • 60% Directors independent of Greg Spierkel Member Independent Linda KnollLinda Member Independent Willy KisslingWilly Member Non-independent Léo ApothekerLéo Member Non-independent Fred Kindle Chairman since April 23, 2020 Independent • • • • • Review of the risk mapping Review of the 2021 audit and control missions plan Review the of main internal audits performed on compliance-related topics and internal audits performedbetween September and December and during 2019 2020 H1 Review of risks covered by insurance Update on the COVID-19 pandemic outbreak crisis response Status report on the assessment of the Group level business continuity plan performance new the of system roadmap and principles management the Presentation of Cybersecurity risk review (jointly with the Digital Committee) report management the of Review Review of the fees paid to the statutory auditors and to their networks Review of the 2020 external audit program Selection of the new statutory auditor 2020 for Recommended dividend Review of the financial authorizations and proposition for their renewal by the Annual April 2020 23, of Meeting Shareholders’ • • • • • • • • • • • • • • 5 members 100% 100% 100%

Fred Kindle Apotheker Léo Chairmanship: Fred Kindle Mr. was appointed as the Chairman of the Committee on April 23, 2020 as replacement Léo for Mr. Apotheker. change. no Membership: The committee is chaired by the Vice-Chairman Director. Independent Lead The committee meets at the initiative of its Chairman or at the request of the Chairman and CEO. The agenda is drawn up by the Chairman, after consulting with the Chairman and CEO. Willy Kissling It is chaired by the Vice-Chairman & Lead Director. Independent The Board of Directors’ internal procedures provide and regulations Remunerations Governance the & that Committee must have at least three members. Statutory auditors Corporate governance Internal audit, internal internal audit, Internal management, risk control, complianceand software offers and with the Human Resources & CSR Committee relating to the 2020 short-term incentive plan of the Corporate Of Changes in the composition in 2020 • • • • 2020 in attendance rate Individual • • • Composition as of December 2020 31, Items missions Details of Operating procedures • 1.4.2 Governance1.4.2 & Remunerations Committee

meetings in 2020* in meetings 10 * Including the joint meetings with the Audit & Risks Committee on questions received by Schneider’s sales teams from utility c www.se.com 3 254 Corporate governance report Schneider Electric 1. Governance Report Governance 1. 21 and December 14, 2020. December 21 and Octobe 28, July 22, 19, April ofFebruary meetings Board’s the at work its on reported Committee &Remunerations Governance The Activity in 2020 Items Details of Details missions Items of Details missions Items Responsibilities Shareholder engagement Board of Directors of the Self-assessment Directors of Board tothe Reports Directors of Board tothe Proposals objectivity independence and necessary all with duties its out carries Directors of Board the that market andshareholders the both at reassuring Missions aiming Officers Compensation of Corporate Appointments Universal Registration Document 2020 • • • • • • • • • • • • • • • • • • Vice-Chairman & Lead Independent Director of the Board of Directors”, section 5, page 259) page 5, section ofDirectors”, Board ofthe Director Independent &Lead Vice-Chairman ofthe (see “Report shareholders towards ofDirectors commitment direct the and to dialogue Company bythe given importance the reflect meetings These rights. voting ofthe 40% about analysts within the main shareholders: 28 physical or phone meetings were held, covering & Lead Independent Director’s on the meetings Vice-Chairman governance with Reporting of an independent expert and external assistance the with conducted ofDirectors Board ofthe self-assessment formal ofthe Leading purpose Company the Review ofDirectors Board ofthe report governance corporate Draft CEO and Chairman the for plan succession ofthe Review 2020 for employees the representing Directors ofthe Training program Directors’ remuneration Shareholders’Annual Meeting tothe 2020 for proposed criteria and principles 2019 the and Pay” on of“Say Presentation Committee) CSR and Resources Human the with (jointly Officers ofCorporate (LTIP) compensation long-term and (STIP) short-term for criteria ofthe Definition plan incentive Long-term ofthe part as shares objectives and level of achievement of 2019 objectives) and allocation to them of performance 2020 compensation, of2020 structure and (amount Officers ofCorporate Compensation CEO and ofChairman functions the ofexercising Mode ofStatus of the members the regard Board to with independence criteria committees its and ofDirectors Board ofthe Composition − − − − − − on: ofDirectors Board tothe To proposals make ofDirectors Board ofthe made tobe assessments yearly for To organize Group ofthe performance tothe persons concerned ofthe contribution the on based and shareholders bythe approved policy compensation the with inaccordance Officers Corporate toexecutive due compensation ofthe components ofthe determination the concerning ofDirectors Board tothe To recommendations make members Board ofthe and any) if CEOs Deputy CEO, and and/or ofDirectors Board ofthe (Chairman Officers Corporate ofexecutive policy compensation the on ofDirectors Board tothe proposals To formulate the for proposals on Board the toadvise particularly, management; senior Company’s the at (ii) ofDirectors, Board ofthe Chairman Observer, or aDirector as ofDirectors Board the within (i) made: appointment ofany inview ofDirectors Board tothe proposals To formulate

the compensation of the Vice-Chairman & Lead Independent Director Independent &Lead Vice-Chairman ofthe compensation the Meetings together its allocation rules with the total amount of to Board members’ proposed remuneration Shareholders’ the Annual practices governance corporate international and ofnational Company bythe application the ofDirectors Board ofthe ofoperation mode and organization ofthe evolution the ofDirectors Board ofthe committees bythe out carried missions criteria tothese regard with determining and reviewing Directors’ and independence Directors’ criteria qualifications Officer Corporate ofany appointment member & Lead Independent Director, or Vice-Chairman or committee chairperson, Vice-Chairman www.se.com r Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 255 Life Is On | Schneider Electric Schneider | On Is Life 100% average attendance rate the Corporate Officer. 100% 100% 100%

The committee shall meet at least three times a year. The committee may seek advice from any person it feels will with work. its it help The Group human resources director, Mrs. Charise is Le, the secretary of the committee. Xiaoyun Ma Ma Xiaoyun PellerinFleur Anders Runevad • • • • • • 75% Directors** independent of Anders Runevad Member Independent Fleur PellerinFleur Member Independent Xiaoyun Ma Member Employee Director Willy KisslingWilly Member Non-independent Rita Felix Member since July 28, 2020 Employee Director Linda KnollLinda Chairwoman Independent • • • • • • diversity and inclusion including policy, the policy on the equal treatment of men and women examining the different aspects of the Group’s CSR policy monitoring management of risks related to human resources human to risks related of management monitoring reviews made by the Board on social and financial impacts of major re-organization projects and major Human Resources policies pay-equity ratio development shareholding employee principles and conditions for determining the compensation of Group executives compensation for members of the Executive Committee

− − − − − examine successionTo plans for Group key executives The committee shall be informed of any nomination of members of the Executive Committee and of main Group executives prepareTo for the Board of Directors’ deliberations on: − − To formulate projects on proposals made by general management on: management general by proposals made on projects formulate To − To formulate proposals to the Board of Directors on the implementation of employee employee of implementation the on Directors of Board the proposals to formulate To shareholding schemes and allocation of free or Performance Shares, and on the volume of shares granted to all of the eligible Corporate Officers, including executive Corporate Officer(s) • • • • • members 6 100% 100% 100%

Rita Felix Rita The committee meets at the initiative of its Chairman or at the request of the Chairman and CEO. The agenda is drawn up by the Chairman, after consulting with the Chairman CEO. and Linda Knoll Knoll Linda Chairmanship: no change. no Chairmanship: Membership: Mrs. Rita Felix was appointed as a new member of the Committee on July 28, 2020. Willy Kissling Succession plan for key executives Group Human resources & CSR policy Compensation of GroupCompensation of managers Employee shareholding schemes shareholding Employee and share allocation plans The Board of Directors’ internal that procedures provide and regulations the Human ResourcesCSR & Committee must have at least three members Changes in the composition in 2020 • Items missions Details of • Responsibilities • • • • 2020 in attendance rate Individual Composition as of December 2020 31, Operating procedures •

1.4.3 Human Resources1.4.3 & CSR Committee 5 2020* in meetings www.se.com ** Employee Directors excluded as prescribed by the AFEP-MEDEF Corporate Governance Code. * Including the joint meetings with the Governance & Remunerations Committee relating to the 2020 short-term incentive plan of 3 256 Corporate governance report Schneider Electric * Employee Directors excluded as prescribed by the AFEP-MEDEF Corporate Governance Code. Governance Corporate AFEP-MEDEF the by prescribed as excluded Directors Employee * Report Governance 1. meetings in 2020 5 1.4.4 Investment Committee • • • Operating procedures Operating • • • Individual rate attendance in 2020 • • 31, 2020 December of as Composition of Details missions Items 2020. 14, December 21 and 19, October ofFebruary meetings Board’s the at work its on reported Committee &CSR Resources Human The Activity in 2020 Changes in the composition in 2020 in composition the in Changes least three members. three least at have must Committee Investment the regulations and provide procedures that internal ofDirectors’ Board The Directors of Board tothe Reports Directors of Board tothe Proposals Patrick Montier Patrick Xiaoyun Ma Kindle Fred with the Chairman and CEO. and Chairman the with consulting after Chairman, bythe up drawn is agenda The CEO. and Chairman ofthe request the at or Chairman ofits initiative atthe meets committee The Léo Apotheker 2020. 23, April on Committee ofthe amember as appointed was Mr. Apotheker Léo Membership: Kindle. ofMr. Fred inreplacement 2020 23, April on Committee ofthe Chairman the as appointed was Mr. Apotheker Léo Chairmanship: 100% 100% Universal Registration Document 2020 100% 100% members 7 • • • • • • Review of the CSR strategy and performance and of the Group’s positioning vs. its peers its vs. positioning Group’s ofthe and performance and strategy CSR ofthe Review policy &inclusion diversity and equity, pay gender opportunity, ofequal Review plan incentive Long-term 2021 members Committee ofExecutive plans succession and performance, compensation, ofthe Review Committee) &Remunerations Governance the with (jointly Officers Corporate executive and managers oftop (LTIP) compensation long-term and (STIP) short-term for criteria ofthe Definition policy retention the and recruitment the to support incentive annual2020 Share Long-term plans plan and implementation Performance of specific • • • • • • • é ptee himnsneArl2,22 Non-independent 23, 2020 since Chairman April Léo Apotheker rdKnl ebrIndependent Member Fred Kindle Xiaoyun Ma Member Employee Director Employee Member Ma Xiaoyun arc ote ebrEmployee Director Member Montier Patrick nesRnvdMme Independent Member Runevad Anders rgSire ebrIndependent Member Spierkel Greg i-uTnMme Independent Member Tan Lip-Bu of independent Directors* 80% • • • • • • Lip-Bu Tan Lip-Bu Greg Spierkel Runevad Anders committee. ofthe secretary the is Blum, Mr. director, Olivier strategy The director. strategy the upon call and wishes it person any hear may committee the assignments, its out tocarry In order depending on the circumstances. more or ayear, less times three meet shall committee The

100% 100% 100% average attendance rate attendance average 100% www.se.com Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 257 Life Is On | Schneider Electric Schneider | On Is Life average attendance rate 100% 100% , alliances, and acquisition projects 100%

Lip-Bu Tan Fleur PellerinFleur • • 75% Directors** independent of Lip-Bu Tan Member Independent Fleur PellerinFleur Member Independent Léo ApothekerLéo Member Non-independent Greg Spierkel Chairman Independent • • • • Presents to the Board, social and environmental aspects the of strategic projects submitted to it such as M&A projects Supports the management in the elaboration of investment policies linked to the long-term the to linked policies investment Supports elaboration the of in management the positioning of Schneider Electric, such as innovation and R&D strategies or any major organic growth investments Examines portfolio optimizations and divestment projects of financial or strategic significance Pays special attention to reconfiguration orconsolidation scenarios happening in the sectors the Company is operating in or likely to operate in Provides recommendations on major merger major on recommendations Provides Investigates matters of smaller scale, if the strategic significance warrants it or the Board/ Chairman the of Board specifically requires it Launches, at the Board’s request, or suggests research projects leading to material €250 million of typically decisions capital deployment for Company, the for investments above or Advises the management team on capital deployment strategies capital deployment on team Advises management the Elaborates recommendations for the Board on major capital deployment decisions capital deployment major on Board the for recommendations Elaborates

− − − − − − − Follow-up of investment projects and opportunities landscape Competitive Management Energy software in on strategy Update consolidation Portfolio review − The committee: − • • • • • 4 members 100% 100%

Léo Apotheker Léo Greg Spierkel Spierkel Greg Chairmanship: no change. no Chairmanship: change. no Membership: The Board of Directors’ internal that procedures provide and regulations the Digital Committee must have at least members.three Proposals to the Board of Directors Preparation of the Board of on deliberations Directors’ policy investment Changes in the composition in 2020 • • • • 2020 in attendance rate Individual Composition as of December 2020 31, Items missions Details of Responsibilities Items missions Details of Activity in 2020 in Activity The Investment Committee reported onits work at theBoard’s meetings February of May 26, 19, July 28, October and 21 December 202014, and during the Strategy Session.

1.4.5 Digital Committee1.4.5 4 2020* in meetings www.se.com * Including the joint** meeting with the Audit and Risks Committee relating Employee to cybersecurity Directors excluded risk as review. prescribed by the AFEP-MEDEF Corporate Governance Code. 3 258 Corporate governance report Schneider Electric 1. Governance Report Governance 1. The Digital Committee reported on its work at the Board’s meetings of February 19, July 28, September 1-4 and December 14, 2020 December and 1-4 September 28, 19, July ofFebruary meetings Board’s the at work its on reported Committee Digital The Activity in 2020 ups Details of missions Purpose Details of missions Purpose Responsibilities • • procedures Operating the Board of Directors to reports and Proposals • • Chairman and CEO.Chairman the with consulting after Chairman, bythe up drawn is agenda The CEO. and Chairman ofthe request the at or Chairman ofits initiative atthe meets committee The digital matters digital Directors’ deliberations on of Board the To prepare efforts digitization inits Group the control and support toguide, inorder matters indigital Board To the assist Universal Registration Document 2020 • • • • • • • • − generally, advise, and, projects follow-up and appraise, review, will Committee Digital the purpose, this For Digital Offer and Ecostruxure growth roadmap growth Ecostruxure and Offer Digital updateGeneral on Schneider Digital risks cybersecurity ofthe Committee Risks and Audit the with review Joint chain supply digital on Update experience customer digital on Update performance digital ofthe Overview − − − − − − EcoStruxure

Development of the and EcoStruxure growth transformation. digital for oftalents pool right the with equipped is Company the that Ensuring opportunities); and threats, disrupters, and (competitors landscape digital ofthe analysis and Monitoring strategy; Digital Group’s tothe operations M&A ofpotential contribution ofthe Assessment Committee); &Risks Audit the with of and risks cyber Assessment enhancement posture (jointly of the Group’s cybersecurity TechnologyInformation and automation digital capabilities; Improvement of Schneider Electric’s through use the effective Efficiency of Operational Improvement of and the transformation Group’s Experience; Customers Digital & Partners strategy overall the with consistency toand contribution its establishing (iii) and models, business and offers digital new building (ii) &Analytics, Connectivity with Businesses Core ™ strategy inter alia on seven areas: seven on • • • secretary of the committee. ofthe secretary the Mr. is Weckesser, Peter Officer, Digital Chief The wishes. it person any hear may committee the assignments, its out tocarry In order Committee. Risks and Audit the with risks ofcybersecurity review joint the including ayear, times three least at meet shall committee The ™ digital business, including (i) enhancing enhancing (i) including business, digital www.se.com . Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 259 er rman rman new irman ted port e of t , among

d be was no was y Generaly rtunities. rtunities. ndent ndent stors’ lt, he has pendent pendent of executive endent endent Universal and of Chairman t of the m. The two pre- Corporate Corporate change change hairman. Vice-Chairman & & Vice-Chairman Life Is On | Schneider Electric Schneider | On Is Life the meetings where Board members meet without members Board where the meet meetings the i.e. governance. He carried out two shareholder engagement campaigns in 2020: one before the Shareholders’ Meeting to present to to present to Meeting Shareholders’ the before one 2020: carried in He campaigns twogovernance. engagement out shareholder freely ex to semester, fall the in one, other the approval; shareholders’ the resolutions to submitted the wished, those so who views on topical themes of corporate governance that do not materialize in resolutions submitted to the shareholders’ approval thus, are excluded from the usual dialog. On this occasion, the Vice-Chairman & Lead Independent Director explained to the inve representatives the growing importance of social and environmental topics at the Board of Directors and their reflection in the Officers’ compensation. Overall, these two campaigns comprised 28 face-to-face or phone meetings with analysts from a wide rang Interaction with shareholders with Interaction matters shareholders on the pertaining for corporate contact Vice-Chairman designated to the The is Director Independent Lead & Other duties The Vice-Chairman & Lead Independent Director conducted the annual deliberation of the Board on itscomposition, organization and operations as well as those of its committees. In 2020, this self-assessment was carried out by an external independent fir others, the Group’s strategic options and the succession planning of theCorporate Officer. The Vice-Chairman & Lead Independen Director reported the conclusions thereof to the Chairman. corporate governancecultures and covered around 40% of the share capital. The conclusions of these discussions have been repor in detail to the Governance & Remunerations Committee and contributed to its on-going thought process on governance matters. Re thereon was subsequently made to the Board. this of 1.2.6 section on presented are improvement, continuous for quest the assessment, highlighted which this of conclusions Registration Document. The Vice-Chairman & Lead Independent Director has also had frequent contacts with each of the Directors. He ensured that there presence of the Corporate Officer), convened at the end of each Board meeting. The employee Directors are invited to attend all sessions following meetings of the Board at which they are present. The Board Directors of held three executive sessions in 2020 during which its members expressed their views and observations on conflict of interest within the Board of Directors, which he would have been responsible for bringing to the attention of the C www.se.com Information of the Vice-Chairman Lead & Independent Director be able to carryTo out his duties, the Vice-Chairman & Lead Independent Director must have excellent knowledge of the Group an Mr. Fred KindleMr. hereby reports on the work he carried out in 2020 as part of his responsibilities as Vice-Chairman & Lead Indep 1.5 Report of the Vice-Chairman1.5 & Lead Independent Director of the Board of Directors Director. He was appointed as Vice-Chairman on April 23, 2020 in replacement of Mr. Léo Apotheker who lost his status of indepe of status his lost who Apotheker Léo Vice-Chairman as Mr. appointed of was He replacement April 2020 on in 23, Director. Director due the length his of tenure to the Board. In order ensure to a smooth transition between Fred him Kindle, and Mr. mos the former and the by jointly done Annual General the were Meeting of ahead March with shareholders in held meetings engagement particularly business informed its performance. about well As such, the Vice-Chairman is apprised of current events and the performance of the Group through weekly exchanges with the Cha and CEO. He meets regularly all members of the Group Executive Committee and pursues regular interactions with managers and oth The Vice-Chairman & Lead Independent Director is appointed by the Board of Directors in pursuance of Article of the Articles 12 Participation in the preparation of the meetings of the Board The Vice-Chairman & Lead Independent Director participated in the preparation for meetings of the Board of Directors. As a resu sessions Executive The Vice-Chairman & Lead Independent Director chairs the executive sessions ( Vice-Chairman Director. Independent Lead & Association, which providefor the appointment of a Vice-Chairman with the function of a Lead Independent Director if the roles and CEO are combined. In compliance with Article of the Articles 12 of Association, the duties of the Vice-Chairman & Lead Inde Director are defined by the internal regulations of the Board of Directors. Those internal regulations and the charter for the Lead Independent Director can be found on section1.2.3 of Chapter 3 of this Universal Registration Document. Electric. Schneider of various sites Group the in of employees He is continuously kept informed of the evolution of the competitive environment, technological breakthroughs and business oppo Besides he is also the Chairman of the Governance & Remunerations Committee andmember a of the Investment Committee. participated in all the “pre-Board” meetings. As a matter of fact, each meeting of the Boardof Directors is preceded by one or Board meetings, in which the Chairman, the Vice-Chairman & Lead Independent Director, the Chief Financial Officer, the Secretar and the Board Secretary review the topics and issues addressed by the committees, and establish the agenda prepared by the Chai and the content of the meeting file. 3 260 Corporate governance report Schneider Electric officer. executive Chief and Chairman is Tricoire Mr. Jean-Pascal executive andChief Chairman officer The Committee. Executive bythe supported officer executive Chief and Chairman ofthe consists SE Electric ofSchneider management senior The 1.6 management Senior Zheng Yin M 49 Chinese Executive Vice-President China Operations Executive Vice-President Chinese International Operations Vice-President Executive Chief Digital Officer Executive Vice-President Global Supply Chain Vice-President Executive 49 German Officer Financial Chief French Officer Resources Human Chief Officer Marketing Chief French American Malaysian Chinese 52 51 49 CEO Europe Executive Operations Vice-President Industrial Automation Executive Vice-President Chief 43 Innovation Officer 53 France Operations Vice-President Executive M 48 General & Secretary Chief Officer Governance Energy German Management Executive Vice-President Swiss French Officer &Sustainability Strategy French Chief matters. those on toexchange in2020 intotal 6 times digitally met communities Pulse M Business the and Pulse M Operations America North Executive Vice-President French M French Group’s 54 objectives, help ensure as well rapid, implementation responsive decision-making as of smooth, efficient such decisions 50 51 French 1,000 of leaders Schneider Electric’s main functions and respectively. operations business 46 W Its are responsibilities to ensure c and 200 approximatively and W Members American Committee Executive the includes communities officer Pulse executive &Chief Business and Chairman W Top Community The Pulse 50 50 TopThe Pulse communities Pulse andBusiness 50 57 French Zheng Yin M W Peter Weckesser M W 57 Tamoud Mourad Responsibility Luc Rémont M M Maxson Hilary M W Leong Chris Nationality Le Charise Emmanuel Lagarrigue Age Christel Heydemann M Peter Herweck Frei Barbara Philippe Delorme Coureil Hervé Gender Clayton Annette Blum Olivier Tricoire Jean-Pascal Name of Member Executive Committee ( ofwomen 38% includes now and 2020 inFebruary reviewed was composition Committee’s Executive the women, le at tocomprise in2020 set objective tothe According Committee. Executive ofthe part are 3continents from 6 nationalities inpa gender and ofculture adiversity toensure Committee Executive ofits composition tothe ofattention alot pay Electric policy, &Inclusion Diversity its per As members. 16 following of the comprises Committee Executive the hereof, date ofthe As the Group’s the budget, compared with businesses strategic various developments, and major events the Group. affecting performan financial the evaluate and toanalyze month every meets Committee Executive The officer. executive Chief and Chairman organizationThe of operational the senior management of the Gr The Executive Committee Report Governance 1. strategic partnership agreement (see section 1.2.2 of Chapter 3 of this Universal Registration Document). Registration Universal 3ofthis ofChapter 1.2.2 (see section agreement partnership strategic well as million €250 than tomore amounting of assets disposal or transactions acquisition any board tothe approval for submit off executive Chief and Chairman the that provide ofDirectors Board ofthe regulations internal the Inaddition, of Directors. the or Meetings Shareholders’ Annual tothe expressly bylaw reserved are that matters those for except purpose, corporate the the within authority this exercises He Company. ofthe behalf on and name inthe circumstances all and inany toact authority broad the with vested is He parties. third with dealings inits Company the represents officer executive Chief and Chairman The officer executive Chief and Chairman the of powers the of limitations and Extent Universal Registration Document 2020 oup is supported by which isoup chaired is the Executive Committee, by supported vs. 27% previously). 27% rticular. Thus, ast 30% of of 30% ast ascading of the icer must Schneider Schneider limits of of limits www.se.com as any . The Top. The est Board the ce of Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 261 Life Is On | Schneider Electric Schneider | On Is Life Legal and tax support until the completion of the study relating to the consequences of him being based the in United-Kingdom from July to July the 2014 2018, cost of which is capped at euros. 15,000 the assessment of the application of Schneider Electric SE’s Electric Schneider SE’s of application the assessmentthe of the by charter approved agreements internal regulated for Board of Directors on February 2020, 19, which results in an annual business report drawn up jointly by the legal department and the secretary of the board. This report is made available to the Audit & Risks Committee for preparing the evaluation report it draws up for the Board of Directors; the assessment by the Board of Directors of criteriafor ordinaryqualifyingto business operations relating agreements the on deliberates normal which conditions under concluded basis of the above-mentioned assessment report drawn up by the Audit & Risks Committee. • Annual the Shareholders’ by approved was agreement This Meeting of 23 April 2020 under the 5th resolution. 1.7.2 Procedure for assessing agreements relating 1.7.2 to ordinary business operations concluded under normal conditions The BoardDirectors, of at its meeting 2019, of December 11, established a procedure for regularly assessing whether ordinary to business operations relating concluded agreements persons these Any conditions. normal meet conditions under directly or indirectly concerned any by of these agreements shall not participate in its assessment. The procedure is comprised of two phases: • • According to this procedure, the Governance & Remunerations Committee reviewed at its meeting of December 2020, 10, the ordinary criteria qualifying to for of relating agreements relevance normal as conditions under business operations concluded defined by the procedure and decided not to amend it. 100% ie. over the time the over prorata temporis prorata of this Universal Registration Document). et seq. Base salary for 2020 due on monthly instalments as per the policy2019 providing for an annual amount of €680,000, representing an aggregate amount at the date of departure of €226,667; Annual incentive for 2020 awarded at the target level, of presence, representing therefore an accrued amount at the at accrued an amount therefore representing presence, of date of departure of €226,667; Corresponding complementary pension for payments building to be paid or awarded as per the policy 2019 in the same manner as the base salary and the annual incentive, representing for the fixed therefore portion €51,100 (based on for thean annual variable amount €153,300) of and €51,100 portion; Non-compete commitment replaced with a fresh one, with a scope extended, notably, to companies from the technology and engineering sectors and a term prolonged to two years (vs. previously); months 12 non-solicitation, non-disparagement, of Restrictive covenants confidentiality and cooperation in the context of legal or administrative proceedings involving the for company, a term of 2 years after the date of departure; Payment of non-compete indemnity at 60% of the total effective target cash compensation waived Babeau; by Mr. By way of derogation, waiver of the presence condition applicable to the unvested Performance Shares granted to Babeau which andMr. 2019, in 2018 gives him the right to retain such unvested Performance Shares in proportion to his time of presence within the Group over the total vesting period of the plans. This corresponds to 18,056 Performance Shares granted and 9,389in 2018 Performance Shares granted which in 2019, remain subject to the original performance conditions and other terms of the plans; of the base salary, and calculated • • The agreement provided for the following: the for provided agreement The The Board of Directors wanted to acknowledge Babeau’s Mr. contribution for the 2020 financial year and the assistance he provided to ensure a smooth transition in the best conditions. It also felt it necessary strengthen to Babeau’s post-mandate Mr. commitments terms in of non-compete and other restrictive covenants, which Babeau Mr. accepted. • • • • • Regulated Agreements and Commitments related to the departure Emmanuelof Babeau Mr. Schneider Electric executed on March 2, 2020 a specific regulated agreement, authorized by the Board of Directors on February 28, 2020, governing the conditions of the departure Emmanuel of Mr. Babeau,Deputy CEO, whose departure occurred on April 30, 2020. www.se.com Agreements and commitments already approved at the Annual Meeting Shareholders’ Regulated Agreements and Commitments related to the Corporate Officers’ Jean-Pascal status (Mr. Tricoire) The severance indemnity and all commitments linked to an eventual departure Corporate of officer submitted previously were that article to according agreement regulated the of regime the to L. 225-42-1 of the French Commercial Code, are now approved in the framework of the compensation policy under (see pages 282 1.7.1 Review of the Review Regulated Agreements and 1.7.1 Commitments entered Schneider into by Electric SE Agreements and commitments of the 2020 financial year to be approved at the 2021 Annual Shareholders’ Meeting None. 1.7 Regulated agreements and agreements Regulated 1.7 commitments 3 262 Corporate governance report Schneider Electric 10, 2020. March dated agreements party related on report auditors’ statutory the on based 2020 23, ofApril Meeting General Annual bythe approved was which agreement following ofthe year In addition, we have of the implementation notified been the during year the during approved Agreements implementationwhose continued the during year. agreements previously approved by Meeting, General the Annual ofany notified been not have we that you inform We hereby Agreements approved in prior years General Meeting previously approved byAgreements theAnnual information provided to us the with relevant source documents. ofthe consistency the inverifying consisted procedures These comptes aux commissaires ( Auditors ofStatutory Institute French bythe issued guidance professional with in compliance which we procedures those necessary deemed We performed Meeting. General Annual theduring year, of the agreements previously approved by the ( Code Commercial French ofthe 225-31 R. Article with accordance in you toinform applicable, where required, also We are toprior their approval. ( Code Commercial French ofthe 225-31 R. Article with accordance the existence of other agreements. It is your responsibility, in toascertain or appropriate or beneficial are they towhether as opinion our togive required not We are Company. the benefit of our engagement, as well as why the reasons they justifying performance inthe identified have may we that or tous, indicated agreements ofthose conditions and terms ofthe tous, provided information ofthe basis the on you, toinform required We are agreements. present to on related you our party report hereby we Company, ofyour auditors statutory as capacity In our To Shareholders, the agreements party 1.7.3 onrelated report auditors' Statutory 225-38 of the French Commercial Code ( Code Commercial French ofthe 225-38 R. Article with inaccordance approval for Meeting General Annual tothe submitted tobe year the during authorized agreements ofany notified been not have we that you inform We hereby General Meeting approval for totheAnnual submitted Agreements Report Governance 1. Code de commerce Code de commerce Universal Registration Document 2020 ) of the continuation of the implementation, ), to the relevance assess of agreements these ) relating of to engagement. this type Compagnie nationale des des nationale Compagnie Code de commerce ). ). Mr. Emmanuel Babeau has received the following amounts in in amounts following the received has Babeau Mr. Emmanuel • a as 2020 30, April until euros 226,667 received thus has He %of to100 corresponding euros, of680,000 level target The • a as 2020 30, April until euros 212,500 received thus has He Deputy ofthe compensation annual fixed ofthe amount The • follows: as were effects whose duties, ofhis termination the for conditions and terms the out setting commitment party arelated from benefited Babeau Mr. Emmanuel group, the from Schneider of Electric his departure part As 2020) 30, April on Group the from departure his until Affairs Legal and Finance of charge in Officer Executive Chief (Deputy Babeau Mr.With Emmanuel − − Officer: executive Chief Deputy as duties ofhis term the until temporis prorata calculated 2020, for payments pension ofadditional respect Additional pension payments (cash benefit) compensation. variable Officer. Executive Chief Deputy as duties ofhis term the until temporis prorata calculated been has Babeau to Mr. Emmanuel paid compensation variable The 2020. year fiscal for Babeau toMr. Emmanuel granted been has compensation, fixed the Variable compensation for fiscal year 2020 2020. 6, April on held ofDirectors Board ofthe decision the with inaccordance 2020 ofApril month the for compensation ofhis part waiving after compensation, fixed Officer. Executive Chief Deputy as duties ofhis term the until temporis prorata calculated been has Babeau Mr. Emmanuel to paid compensation fixed The 2020. year fiscal for euros 680,000 at unchanged remained Officer Executive Chief 2020 year fiscal for compensation Fixed

of 153,300 euros). 153,300 of of51,100 basis annual part an on (calculated a variable euros and euros); 153,300 of51,100 of basis part annual an on (calculated a fixed euros www.se.com Strategic Report Corporate Governance Report Financial Statements Shareholder Information

3 263 Life Is On | Schneider Electric Schneider | On Is Life Legal and tax assistance until the completion of the study on the consequences of his expatriation to the United Kingdom from July to July 2014 for the2018 purposes of the integration of Invensys Ltd. The maximum cost of this benefit is estimated at 15,000 euros. • Emmanuel Mr. Babeau benefits from legal and tax assistance The compensation allocated or Emmanuel paid to Mr. Babeau in connection with the termination of his duties as Deputy Chief Executive Officer of the Company represents a maximum amount eurosof 2,031,315.56 as of December 2020. 31, Signed in Courbevoie and Paris-La Défense on March 2021 10, The Statutory Auditors French original signed by MAZARS WallaertLoïc MougardMathieu Resten Alexandre Jégourel Jean-Yves ERNST & YOUNG et Autres 17,728 performance17,728 shares granted which in 2018 will be deemed vested on March 26, subject 2021, to the Deputy Chief Executive Officer's compliance with his commitments until that date; and a maximum of 9,389 performance shares granted in 2019 which will be deemed vested on March 28, 2022, subject to the Deputy Chief Executive Officer's compliance with his commitments until that date.

Application of a new non-compete agreement and of commitments additional commitments in the context of his departure (non-solicitation, non-disparagement, confidentiality judicial cooperation and in or administrative proceedings involving the company) for a period of two years, Emmanuel Mr. Babeau retains, after applying the performance conditions related to the share 2018 performanceplans, the benefit shares of a maximum of 27,117 as of December 2020: 31, − − by Mr. Emmanuelby Mr. Babeau will be known at the end of the respective acquisition periods, subject to his continuous compliance with his commitments and, with respect to the shares granted to the in 2019, Board of Directors' decision on performance applicable the of rate conditions. achievement the Emmanuelby Mr. Babeau represent an individual value of 54.69 euros per performance share granted and 53.84 in 2018 euros per performance share granted in 2019. in accordance with the Company's past practices and in accordance with the recommendations of the Afep-Medef Code. This valuation represents a total amount of 1,474,948.56 euros (969,454.19 euros for the preference shares granted in and 505,494.372018 euros for the preference shares granted in 2019). www.se.com • other non-compete his his With and respect to agreement The final number of performance shares likely to be acquired It is specified that the performance shares likely to be acquired The valuation of the performance shares was calculated