SCH2017_DRF_EN_Livre.indb

8

Annual Shareholders’ Meeting Special reports of the Statutory Auditors

4.3 Statutory auditors’ report on the issuance of shares and/or securities giving access to capital reserved for a category of beneficiaries To the Shareholders, In our capacity as Statutory auditors of your company and in compliance with articles L.228-92 and 225-135 et seq. of the French Commercial Code ( Code de commerce ), we hereby report on the proposal to issue ordinary shares or securities giving access to the share capital of the company, with cancellation of preferential subscription right reserved for (i) employees and officers of companies of the Schneider Electric Group affiliated with the company under the terms and conditions set forth in article L.225-180 of the French Commercial Code and article L.3344-1 of the French Labor Code ( Code du travail ) and the head office of which is located outside France; (ii) and/or OPCVM mutual investment funds or other entities, with or without legal personality, of employee shareholders invested in equity securities of the company, the unit holders or shareholders of which consist of persons described in (i) of this paragraph; (iii) and/or any banking institution or affiliate or subsidiary of such institution acting at the company’s request for purposes of implementing and giving effect to a shareholder incentive or investment or savings plan for the benefit of the persons described in (i) of this paragraph, an operation upon which you are called to vote. The maximum nominal amount of the increase in capital that may result from this issue is 1 percent of the share capital on the date of this Shareholders’ Meeting, it being specified that this amount shall be deducted from the ceiling of 2 percent referred to in the 16 th resolution of this Shareholders’ Meeting, but is autonomous and distinct from the ceiling referred to in the 19 th and 21 st resolutions adopted by the Shareholders’ Meeting dated April 25, 2017. Your board of directors proposes that, on the basis of its report, it be authorized, with the right of sub-delegation, for a period of eighteen months from the date of this Shareholders’ Meeting, to decide on whether to proceed with an issue and proposes to cancel your preferential subscription rights to the equity securities to be issued. This delegation may only be used from August 1, 2018. It is the responsibility of the board of directors to prepare a report in accordance with articles R.225-113 et seq. of the French Commercial Code ( Code de commerce ). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights, and on other information relating to the share issue provided in this report. We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French national auditing body ( Compagnie nationale des commissaires aux comptes ) for this type of engagement. These procedures consisted in verifying the information provided in the board of director’s report relating to this operation and the methods used to determine the issue price of the equity securities to be issued. Subject to a subsequent examination of the conditions for the issue that would be decided, we have no matters to report as to the methods used to determine the issue price of the equity securities to be issued provided in the board of director’s report. As the final conditions for the issue have not yet been determined, we cannot report on these conditions and, consequently, on the proposed cancellation of preferential subscription rights. In accordance with article R.225-116 of the French Commercial Code ( Code de commerce ), we will issue a supplementary report, if necessary, when your board of directors has exercised this authorization.

Signed in Paris-La Défense and in Courbevoie, on March 12, 2018 The Statutory Auditors

Ernst & Young et Autres

Mazars

Jean-Yves Jegourel Alexandre Resten

Loïc Wallaert

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

370