SCH2017_DRF_EN_Livre.indb

3 Corporate governance report

Publication of information pursuant to article L.225-37-5 of the French Commercial Code

8.4 Agreements and commitments signed during previous years and approved by the Annual Shareholders’ Meeting Compensation of the Vice-chairman independent lead director The board of directors, at its meeting of December 15, 2016, authorized the payment to Mr. Leo Apotheker of a sum of EUR 250,000 per year for the performance of his specific duties as Vice-chairman independent lead director as described in the articles of association and the board’s internal regulations. This compensation, approved by the Annual Shareholders’ Meeting of April 25, 2017, was paid in 2 instalments. It expired on April 25, 2017 and was not subsequently renewed. See chapter 8, page 346.

9. Participation of shareholders to Shareholders’ Meeting

The provisions of the articles of association providing for the specific modalities for shareholders to participate Shareholder’s Meetings are described on pages 319-320.

10. Table summarizing outstanding delegations relating to share capital increases granted by the Shareholders’ Meeting

The table summarizing the outstanding delegations granted by the Shareholders’ Meeting in matters of share capital increases, in application of articles L. 225-129-1 and L. 225-129-2 of the French Commercial Code, and stating the use of these delegations during the past financial year is described on pages 322-323.

11. Publication of information pursuant to article L.225-37-5 of the French Commercial Code

Items that could have an impact in the event of a public tender offer include: E agreements calling for payments to the Corporate Officers (see page 206) or to employees if they resign or are terminated without real cause or if their employment ends due to a public tender offer; E agreements entered into by the Company with change of control clauses; information on certain loans with change of control clauses (see chapter 1 section 7.5 “Market risks” pages 51-52); E statutory restrictions in the articles of association on the exercise of voting rights (see page 320) relating to the non-application of the ceiling on voting rights when a public tender offer is successfully completed.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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