SCH2017_DRF_EN_Livre.indb

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Corporate governance report Interests and compensation of Group Senior Management

Jean-Pascal Tricoire - 2017

Emmanuel Babeau - 2017

18% Base Salary

23% Base Salary

59% Performance Shares

54% Performance Shares

23% Annual Incentive

23% Annual Incentive

Base Salary Base salaries are reviewed annually, serve as an attraction and retention vehicle, and are set reasonably compared to market practice with the goal for this pay element to represent approximately 20% to 25% of total remuneration at target for Corporate Officers. As approved by the shareholders at the 2017 General Meeting, Mr. Tricoire’s base salary for 2017 was EUR950,000,and Mr. Babeau’s base salary EUR605,000.

Annual Incentive As shown in the table below, variable compensation may not exceed 260% of base salary for Mr. Tricoire and 200% of base salary for Mr. Babeau. The progression of the amount between 0% and these 2 limits is linear.

Maximum Target Achievement (%)

Minimum Target Achievement

Maximum Target Achievement (€)

Target (as a % of Base Salary)

Award Target (€)

Officer

Jean-Pascal Tricoire Emmanuel Babeau

130% 100%

€1,235,000

0% 0%

260% €2,470,000 200% €1,210,000

€605,000

The table below details for 2017 the various annual incentive performance criteria, together with their weightings:

Weight 75%

Economic Criteria

60%

Group Financial Indicators E Organic sales growth of the Group E Adjusted EBITA (Org.) E Group cash conversion rate

30% 20% 10%

Company program Priorities E Field services (without process automation) sales growth E Systems gross margin (projects and equipment) E Digital index (1)

15%

5% 5% 5%

5%

Non-Economic Measurable Criteria E Planet and Society Barometer

5%

Individual Assessment by the board E Individual goals determined by the board based on the Company’s strategic plan

20%

20%

100%

TOTAL

100%

(1) The precise nature of this criteria is not disclosed to protect business confidentiality.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

184