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Schneider Electric - AGM 25 April 2019

ITEMS 10 to 12: The Company proposes to elect 3 independent members on the Board.
However 2 out these 3 candidates have an excessive number of mandates in listed
companies. This could jeopardize their availability. Therefore, in line with our Guidelines,
we do not support items 10 and 12.

ITEM 13: the company proposes to increase the global amount of attendance fees up to
€2.5 M. This is the highest amount of the CAC 40. This represents 195% of the average
amount granted by companies of the Industrial Goods sector of the MSCI Europe and the
individual fee (€178,572) represents 150% of individual fee in these companies. Such
excessive amounts cannot be supported; thus we recommend opposition on item 13.

ITEMS 7 and 8: the company proposes several positive evolutions of the 2019
remuneration policies of the Chairman and CEO and of the Deputy CEO. The main
evolution is that the TSR criterion of performance shares will no longer allow for a vesting
below median. However, we regret that if this criterion outperforms, it can compensate
under achievement of other criteria. Nevertheless, all the amendments proposed are
positive and the new remuneration policy is better than the previous one. Thus we
support items 7 and 8.

Schneider Electric S.A.

Schneider Electric is engaged in energy management. Co. is organized into four areas: Buildings and Partner, Infrastructure, Industry and IT; and operates in four principal markets: non-residential & residential buildings, utilities & infrastructure, industry & machine manufacturers and data centers & networks. The non-residential and residential buildings market includes end-users, property developers, design firms, and systems integrators. The utilities and infrastructure market includes energy operators. The industries market serves end users and companies, and engineering firms. The data centers and networks contain servers that process and store digital data in secure rooms.


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