SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Interests and compensation of Group Senior Management

Performance Shares (con'd)

% Capital Represented By Share Allocation

Number of Shares (Plan No. 29)

Total Target Value of Shares (2)

Number of Shares (Plan No. 28) (1)

Officer

Jean-Pascal Tricoire Emmanuel Babeau

18 000

42 000 18 200

3 219 240 € 1 395 004 €

0,01 %

7 800 0,004 % (1) Performance shares plan granted in relation to the offi ce of a Corporate Offi cer of Schneider Electric SE; subject to one year additional holding period on top of the three-year acquisition period. (2) As per IFRS standards. The number of performance shares granted represents a cap; in no circumstance, even in the case of overachievement of all targets, the number of shares acquired may exceed the number of shares granted. 25% (for Mr. Tricoire) and 15% (for Mr. Babeau) of the shares vested are subject to a holding requirement until such time as the Corporate Officer ceases duties. Furthermore, in the event of vested shares being sold, Messrs. Tricoire and Babeau are required to reinvest 10% of the price of sale in Schneider Electric shares (net of taxes and contributions). These obligations are suspended insofar as the Corporate Officers hold Schneider Electric shares with a value representing 3 times (for Mr. Tricoire) or twice (for Mr. Babeau) their base salary . On a Realized Basis Due to the extension of the performance period from 2 years to 3 years beginning in 2016, there is no realized value for Corporate Officer performance share awards for financial year 2017. As mentioned previously, since 2015 the Corporate Officers shall be responsible for building up their pension on their own. To this end, they receive a combination of fixed and variable amounts (subject to performance). To ensure consistency and comparability with other French or international companies, these amounts are not considered as regular components of compensation but as cash benefits. As part of the complementary payment for 2017, Messrs. Tricoire and Babeau are entitled to receive: Mr. Tricoire waived the financial year 2017 attendance fees to which he was entitled. €207,873 (1) Calculated by applying to the fixed compensation above the percentage of target achievement determined for the calculation of his variable compensation. Based on calculations completed by a consultant actuary, the adoption of this scheme enabled the Group to save a combined EUR581,786. Messrs. Tricoire and Babeau committed to depositing these additional payments, after taxes, into investment vehicles dedicated to the supplementary financing of their pensions. In compliance with applicable law, the payment of the variable amount will be subject to shareholders’ approval. In accordance with their entitlements as approved by the shareholders at the Shareholders’ Meeting, Messrs. Tricoire and Babeau were granted the following benefits in 2017: Officer Fixed Amount Variable Amount (1) Jean-Pascal Tricoire Emmanuel Babeau €182,000 €136,400 €360,578

Attendance Fees Additional Cash Benefits for Pension Building

Other Benefits of Any Type

Employer matching contribution to collective Pension Saving Plan (PERCO)

Employer matching contribution to capital Increase for Employees

Profit-sharing

Officer

Jean-Pascal Tricoire Emmanuel Babeau

€1,404 €1,404

€800

€9,575 €9,575

€0

Company Car The disposal of a company car granted to each of Messrs. Tricoire and Babeau represented an equivalent amount of EUR13,089 and EUR12,330 respectively. No amount was paid to either Corporate Officer in financial year 2017 in relation to involuntary severance or non-compete commitment.

Other Benefits Forming Part of the Status of the Corporate Officers (Regulated Agreements)

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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