SCH2017_DRF_EN_Livre.indb

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Corporate governance report Regulated agreements and commitments

8. Regulated agreements and commitments

Agreements and commitments of the 2017 financial year, not approved by the Annual Shareholders’ Meeting

8.1

Reiteration and amendment of the Corporate Officers’ status (Mr. Jean-Pascal Tricoire and Mr. Emmanuel Babeau)

The Annual Shareholders’ Meeting on May 6, 2014, pursuant to its 4 th , 5 th and 6 th resolutions, approved the renewal of Mr. Tricoire’s status and the adoption of Mr. Babeau’s status. On April 21, 2015, it approved their amendments as regards the withdrawal of the top-hat pension scheme (5 th and 6 th resolutions). Since these decisions, Mr. Tricoire’s and Mr. Babeau’s status have been strictly aligned. The board of directors at its meeting of April 25, 2017, held after the Annual Shareholders’ Meeting, took note of the renewal of the directorship of Mr. Tricoire and subsequently decided to renew the terms of Mr. Tricoire and Mr. Babeau as, respectively, Chairman and CEO and Deputy CEO, and further, to reiterate the elements of the status granted to them, subject to an amendment concerning the right of the board of directors to waive unilaterally the non-compete agreement in case of departure of a Corporate Officer. The board noted that the continuation of their functions under the same conditions of competitiveness, stability and exclusivity was essential to the implementation of the Group development strategy defined by the board and in the interest of the Group. See chapter 8, page 345.

Pursuant to the provisions of the TEPA Act, at its meetings of April 25, June 18 and 19, 2013, October 24, 2013 and February 18, 2015, the board of directors: E renewed the status of Jean-Pascal Tricoire as adopted by the supervisory board in 2012 subject to a number of adjustments primarily related to new recommendations of the AFEP/MEDEF Code; E adopted the status of Mr. Emmanuel Babeau at the level of Schneider Electric SE when he resigned from Schneider Electric Industries SAS; E put an end, for the Corporate Officers, to the benefit of the top- hat pension schemes (Article 39) implemented in 1995 and 2012, except for the life and disability coverage (death, invalidity) provided thereunder.

Agreements and commitments of the 2018 financial year

8.2

Amendment of the Corporate Officers’ status (Mr. Jean-Pascal Tricoire and Mr. Emmanuel Babeau) On February 14, 2018, the board further reviewed the status of the Corporate Officers and amended the scope of the right granted to them to retain, in case of involuntary severance, the free or performance shares or the stock options that would have been granted to them and that would have remained unvested or unexercised at the time of departure. The Corporate Officers’ right to retain shares and options granted as part of future plans (ie. plans issued after February 14, 2018), that would remain unvested or unexercised at the time of their involuntary

severance, has been made proportionate to their time of presence within the Group during the vesting or acquisition period of the shares and options concerned. In accordance with the guidelines of the AFEP/MEDEF Corporate Governance Code, the board may however decide, in specific circumstances and via a motivated resolution, that the concerned corporate officer will be entitled to keep all shares or options granted, provided pre-set performance conditions are satisfied. In pursuance of the changes made in April 2017 and February 2018 to the status of the Corporate Officers, their status is fully aligned with the recommendations of AMF and of the AFEP/MEDEF Corporate

Governance Guidelines. See chapter 8, page 345.

8.3 Agreements and commitments of the 2017 financial year approved by the Annual Shareholders’ Meeting

None.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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