IGE+XAO : Agenda and draft of text of resolutions submitted to the Combined Annual General Meeting of 4 May 2022

IGE+XAO

A public limited company with capital of €5,021,866.85

Registered office:16 Boulevard Déodat de Séverac

31770 Colomiers

Toulouse TCR 338 514 987

Siret number: 338 514 987 00076 - Intra-community VAT No.: FR 783.385.149.87

AGENDA AND TEXT OF THE RESOLUTIONS

The shareholders of IGE+XAO S.A. are informed that, within the legal time limits, they will be called to attend the Combined Annual General Meeting on Wednesday 4 May 2022 at 10 a.m., at the head office of the Company, 16 Boulevard Déodat de Séverac, 31770 Colomiers.

The shareholders will be invited to deliberate on the agenda and to rule on the following draft resolutions:

AGENDA

I. COMPETENCE OF THE ORDINARY GENERAL MEETING

- Reading of the management report by the Board of Directors and its appended reports and presentation of the corporate and consolidated financial statements for the financial year ended on 31 December 2021;

- Reading of the reports by the Statutory Auditors on the performance of their assignment and on the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code;

- Approval of the annual financial statements for the financial year ended on 31 December 2021;

- Approval of the consolidated financial statements for the financial year ended on 31 December 2021;

- Approval of the agreements referred to in Article L.225-38 et seq. of the French Commercial Code;

• - Expenses and charges referred to Article 39-4 of the General Tax Code;

• - Full discharge to directors;

• - Net income appropriation;

• - Approval of the information concerning the compensation of the corporate officers paid during the financial year ended on 31 December 2021 or allocated in terms of this same financial year mentioned in Article L.22-10-9 of the French Commercial Code;

- Approval of the compensation components paid, due or allocated for the financial year ended on 31 December 2021 to Mr Alain DI CRESCENZO in his capacity as Chairperson and Chief Executive Officer;

- Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components of the total compensation and benefits of any kind, that may be allocated to the Chairperson and Chief Executive Officer for the 2022 financial year;

• - Approval of the compensation policy of the members of the Board of Directors;

• - Renewal of the appointment of Mr Alain DI CRESCENZO as Director,

• - Ratification of the co-option of Mr Frédéric GODEMEL as Director.

II. COMPETENCE OF THE EXTRAORDINARY GENERAL MEETING

- Review and approval of the plan to merge the Company into Schneider Electric;

- Dissolution without liquidation of the Company from final completion of the merger and absorption of the Company by Schneider Electric.

III. COMPETENCE OF BOTH MEETINGS

- Powers for the purpose of legal formalities.

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I. COMPETENCE OF THE ORDINARY GENERAL MEETING

First resolution

The General Meeting, after having taken cognisance of the management report of the Board of Directors and the general report of the Statutory Auditors, approves the annual accounts and the balance sheet of the financial year ended 31 December 2021, as presented to it, as well as all the operations that they reflect, which show a net accounting profit of EUR 8,415,537.

Second resolution

The General Meeting notes that the consolidated financial statements at 31 December 2021 were submitted thereto and that the management report by the Board of Directors includes the report on the management of the Group. The General Meeting approves the consolidated financial statements submitted thereto.

Third resolution

The General Meeting, having considered the special report by the Statutory Auditors on the agreements referred to in Article L 225-38 et seq. of the French Commercial Code approves said report and the agreements referred to.

Fourth Resolution

The General Meeting notes that the amount of the charges not deductible from the profits subject to corporate tax within the meaning of Article 39-4 of the French General Tax Code amounts to €15,968 at 31 December 2021.

Fifth resolution

Consequently, and without any reservation, the General Meeting gives full discharge to the Directors for their management and fulfilment of their mandates for the financial year ended on 31 December 2021.

Sixth resolution

The Board of Directors decides to propose to the Annual General Meeting to allocate the profit of the financial year of IGE+XAO SA, which totals €8,415,537, to the "Other reserves" line item which will thus be increased to €24,457,961.

It also decides to reclassify the amount of €6,584,328 corresponding to the undistributed income of the 2019 financial year from the "Retained earnings" item to the "Other reserves" item, which will thus be increased to €31,042,289.

Dividends paid for the three preceding financial years.

It should be noted, in accordance with the legal provisions (Article 243 bis of the French General Tax Code), that the dividend per share paid to the Company's shareholders during the past three financial years ended were the following:

Financial year

Financial year ended on 31 December 2018

Financial year ended on 31 December 2019

Financial year ended on 31 December 2020

DIVIDEND PER SHARE € 1.55 € --€ --

Seventh resolution

The General Meeting, having considered the Report by the Board of Directors, approves, pursuant to Article L. 22-10-34 I of the French Commercial Code, the information relating to the remuneration of the corporate officers mentioned in Article L. 22-10-9 of said Code as presented in the report on the

Company's Governance.

Eighth resolution

The General Meeting, having considered the Report by the Board of Directors prepared pursuant to Articles L.225-37 last paragraph and L22-10-9 of the French Commercial Code, approves the components of the compensation paid or allocated to Mr Alain DI CRESCENZO for the financial year ended on 31 December 2021 as presented in the report on the Company's Governance.

Ninth resolution

The General Meeting, having considered the Report by the Board of Directors prepared pursuant to Articles L.225-37 last paragraph and L22-10-8 of the French Commercial Code, approves the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional component of the total compensation and benefits of all kind, as described in the report on the Company's Governance which may be allocated to Mr Alain DI CRESCENZO for the 2022 financial year for his mandate as Chairperson and Chief Executive Officer of the Company.

Tenth resolution

The General Meeting, having considered the Report by the Board of Directors prepared pursuant to Article L.225-37 last paragraph and L22-10-8 of the French Commercial Code, approves the compensation policy of the members of the Board of Directors, as presented in the report on the

Company's Governance.

Eleventh resolution

In accordance with Articles L.225-45 and L22-10-8 of the French Commercial Code, the General Meeting decides, as proposed by the Board of Directors, that the global amount of the allowance for the compensation of independent Directors and/or who do not receive direct compensation from one of the subsidiaries of the IGE+XAO Group be increased to €6,200 for the financial year 2022.

Twelfth resolution

The General Meeting, having considered the Report by the Board of Directors approves the renewal of the appointment as Director of Mr Alain DI CRESCENZO, residing at 15 rue du Puymorens, 31820 PIBRAC, for a period of six years, i.e. until after the General Meeting deciding on the financial statements for the financial year ending on 31 December 2027.

Thirteenth resolution

The General Meeting, having read noted the report of the Board of Directors, ratifies the co-option of Mr Frédéric GODEMEL, residing at 12, rue de la Martellière, 38500 Voiron, for the remainder of the term of appointment of his predecessor, Mr Cyril PERDUCAT, i.e. until the General Meeting called to decide on the accounts for the financial year ending on 31 December 2024.

II. COMPETENCE OF THE EXTRAORDINARY GENERAL MEETING

Fourteenth resolution

The General Meeting, deciding under the conditions of quorum and majority required for Extraordinary General Meetings, having taken note:

• - of the report of the Board of Directors;

• - of the draft merger agreement (including its appendices) (the "Merger Agreement") established as a private deed on 16 February 2022 between Schneider Electric SE, a European company with its registered office at 35 rue Joseph Monier, CS 30323, F-92506 Rueil-Malmaison Cedex (France) and registered in the Nanterre Trade and Companies Register under number 542 048 574 ("Schneider Electric") and the Company, relating to the merger of the Company into Schneider Electric (the "Merger");

• - of the reports on the Merger terms and on the value of the contributions prepared by Olivier Péronnet and Pierre Béal, the merger appraisers appointed by order of the Presiding Judge of the Nanterre Commercial Court on 14 December 2021, in accordance with Articles L. 236-10 and L. 225-147 of the French Commercial Code (the "Reports of the Merger Appraisers");

• - that the employee representative bodies of the Company and of Schneider Electric have been consulted and have delivered their opinion;

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