SCH2017_DRF_EN_Livre.indb

8 Annual Shareholders’ Meeting Draft resolutions

FOURTH RESOLUTION

Approval of the regulated agreements and commitments relating to Mr. Jean-Pascal Tricoire’s status

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, having heard the board of directors’ report and the Statutory Auditors’ special report presented in accordance with the provisions of article L.225-40

of the French Commercial Code on the agreements and commitments covered by article L.225-38 and L. 225-42-1 of said Code, approves the agreements and the commitments presented in said reports relating to Mr. Jean-Pascal Tricoire’s status.

FIFTH RESOLUTION

Approval of the regulated agreements and commitments relating to Mr. Emmanuel Babeau’s status

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, having heard the board of directors’ report and the Statutory Auditors’ special report presented in accordance with the provisions of article L.225-40

of the French Commercial Code on the agreements and commitments covered by article L.225-38 and L.225-42-1 of said Code, approves the agreements and the commitments presented in said reports relating to Mr. Emmanuel Babeau’s status.

SIXTH RESOLUTION

Information regarding regulated agreements and commitments undertaken during previous financial years

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, takes due note of the information set forth in the Statutory Auditors’ special

report relating to the agreements and the commitments undertaken in previous financial years and approved by the Annual Shareholders’ Meeting.

SEVENTH RESOLUTION

Approval of elements of the compensation paid, due or awarded in respect of the 2017 financial year to Mr. Jean-Pascal Tricoire

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, in accordance with article L.225-100 of the French Commercial Code, approves the components of the compensation due or awarded for

the 2017 financial year to Mr. Jean-Pascal Tricoire as presented in the governance report of the Company referred to in article L.225-37 of said Code.

EIGHTH RESOLUTION

Approval of elements of the compensation paid, due or awarded in respect of the 2017 financial year to Mr. Emmanuel Babeau

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, in accordance with article L.225-100 of the French Commercial Code, approves the components of the compensation due or awarded for

the 2017 financial year to Mr. Emmanuel Babeau as presented in the Company’s governance report referred to in article L.225-37 of said Code.

NINTH RESOLUTION

Approval of principles and criteria for determining, allocating and granting the elements of the compensation and benefits of all types that may be granted to the Chairman and Chief Executive Officer in respect of the 2018 financial year

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, in accordance with article L.225-37-2 of the French Commercial Code, approves the principles and criteria for determination, distribution and allocation of the fixed, variable and exceptional elements

which make up the total compensation and benefits of any type that may be granted, on account of his role, to the Chairman and CEO, as specified in the Company’s governance report referred to in article L.225-37 of said Code.

TENTH RESOLUTION

Approval of principles and criteria for determining, allocating and granting the elements of the compensation and benefits of all types that may be granted to the Deputy Chief Executive Officer in respect of the 2018 financial year

The Annual Shareholders’ Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, in accordance with article L.225-37-2 of the French Commercial Code, approves the principles and criteria for determination, distribution and allocation of the fixed, variable and exceptional elements which

make up the total compensation and benefits of any type that may be granted, on account of his role, to the Deputy CEO, as specified in the Company’s governance report referred to in article L.225-37 of said Code.

2017 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC

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