SCH2017_DRF_EN_Livre.indb

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Corporate governance report Interests and compensation of Group Senior Management

Reported compensation and benefits (as per AFEP/MEDEF methodology)

Emmanuel Babeau Deputy Chief Executive Officer

Amounts due for fiscal year 2017

Amounts due for fiscal year 2016

(in euros) A- Cash Compensation Base salary

605,000 922,020

605,000 782,870

Annual incentive Attendance fees

N/A

N/A

Sub total (A) (cash compensation)

1,527,020

1,387,870

B- Benefits in kind Valuation of the performance shares granted

1,395,000

1,116,180

Fringe benefit (car)

12,330

13,197

Sub total (B) (benefits in kind)

1,407,330

1,129,377

TOTAL (A) + (B) (PACKAGE WITHOUT PENSION) C- Pension cash benefit Complementary payment for pension building (fixed amount) Complementary payment for pension building (variable part)

2,934,350

2,517,247

136,400 207,873 344,273

136,400 176,502 312,902

Sub total (C) (pension cash benefit)

TOTAL (A) + (B) + (C) (CASH COMPENSATION, BENEFITS IN KIND AND PENSION CASH BENEFIT)

3,278,623

2,830,149

Methodological note: According to the methodology prescribed by the AFEP/MEDEF Code, the compensation shall be presented on a reported basis. Accordingly, the benefits in kind to be reported for a financial year cover the performance shares granted during this same financial year, the performance period of which, by definition, has not elapsed. Their total value shall correspond to the total number of shares granted, before discount on account of performance, multiplied by the unit value of the share as determined by expert actuaries in accordance with IFRS 2 standards (see tables above ).

In order to facilitate the analyses, the benefits in kind are also presented and assessed in realized value, where the performance shares computed in the annual compensation for a given year shall comprise the shares deemed vested under plans granted in the previous years for which the rate of achievement of the performance conditions has been measured at the year-end of the past financial year (see tables below ). Following the extension in 2016 of the performance period from 2 to 3 years, there are no performance conditions to record in 2017, and the amount dedicated to performance shares deemed vested in 2017 in the “realized” compensation is therefore null.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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