SCH2017_DRF_EN_Livre.indb

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Information on the Company and its capital Capital

Three-year summary of changes in capital

3.4

The following table shows changes in Schneider Electric SE’s share capital and additional paid-in-capital since December 31, 2014 through capital increases and the exercise of stock options:

Number of shares issued or canceled

Cumulative number of shares

Total

Increase in share capital as a result of the contribution of Invensys shares

17,207,427

Employee share issue

3,717,865 1,807,827

Exercise of stock options and performance shares issued

Capital as of Dec. 31, 2014 (1)

584,691,142 EUR2,338,764,568

Employee share issue

2,413,939 1,629,391

Exercise of stock options, warrants and performance shares issued

Capital as of Dec. 31, 2015 (2)

588,734,472 EUR2,354,937,888

Employee share issue

2,842,752

Exercise of stock options, warrants and performance shares issued

921,535

Capital as of Dec. 31, 2016 (3)

592,498,759 EUR2,369,995,036

Employee share issue

2,413,368 2,004,115

Exercise of stock options and performance shares issued

CAPITAL AS OF DEC. 31, 2017 (4)

596,916,242 EUR2,387,664,968

(1) Increase in share capital (EUR90.9 million), increase in additional paid-in-capital (EUR1,137.1 million). (2) Increase in share capital (EUR16.2 million), increase in additional paid-in-capital (EUR141.02 million). (3) Increase in share capital (EUR15.1 million), increase in additional paid-in-capital (EUR148 million). (4) Increase in share capital (EUR17.7 million), increase in additional paid-in-capital (EUR149 million).

3.5 Share buybacks The Annual Shareholders’ Meeting of April 25, 2016 authorized the Company to buy back shares. This authorization was renewed by the Annual Shareholders’ Meeting of April 25, 2017. Pursuant to these authorizations, the Company bought back 2,405,091 of its own shares during the year. Details of the share buyback program to be submitted for approval to the Annual Shareholders’ Meeting of April 24, 2018 are as follows: E number of shares and percentage of share capital held directly and indirectly by Schneider Electric SE (as of January 31, 2018): E own shares: 39,348,449 shares, i.e. 6.59% of share capital, E treasury shares: 1,058 shares, E total: 39,349,507 shares, i.e. 6.59% of share capital; it being specified that on February 14, 2018 the board of directors cancelled 22 million shares bringing the number of treasury shares down to 17,348,449, i.e. 2.91%; E overview of purposes for which shares have been held: E the 39,348,449 shares held in own shares as at January 31, 2018 are held for allocation on the exercise of stock options or performance shares; E share buyback program objectives: E reduce the capital by canceling shares, E hold shares for allocation on the exercise of stock option plans or performance shares plans or to permit the conversion of convertible debt securities,

E undertaking (for exchange, payment or other purposes) external growth transactions, mergers, spin-offs or contributions, E market making under a liquidity agreement; E maximum number of shares that may be acquired: E 10% of the issued share capital as of the date of the Annual Shareholders’ Meeting, representing, on the basis of the issued share capital as of January 31, 2018, a total of 59,692,798 Schneider Electric SE shares with a nominal value of EUR4, E taking into account treasury stock and own shares at January 31, 2018 (39,349,507 shares), the number of shares that could be bought back under the authorization is 20,343,291 or 3.4% of the capital as of January 31, 2018; this number of shares has been brought up to 42,343,291 after the cancellation of shares implemented on February 14, 2018; E maximum purchase price and maximum aggregate amount of share purchases the fund may enter into: E the maximum purchase price is set at EUR90 per share, E EUR5,372,246,160; E duration of the buyback program: E 18 months maximum, expiring on October 23, 2019; E transactions carried out pursuant to the program authorized by the Annual Shareholders’ Meeting 2017 between April 26, 2017 and February 14, 2018:

E transactions carried out by the Company: E number of shares acquired: 2,405,091, E number of shares transferred: 19,371.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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