SCHNEIDER ELECTRIC (EPA:SU) - 2020 Annual General Meeting; approval of all resolutions

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24/04/2020 19:47

Financial Information

2020 Annual General Meeting; approval of all resolutions

Rueil-Malmaison (France), April 24, 2020 - The ordinary and extraordinary
general meeting of Schneider Electric SE was held on April 23, 2020, chaired by
Léo Apotheker, Vice chairman of the Board of Directors, Independent lead
director. Following the French Government strict containment measures related
to coronavirus (Covid-19), the Annual General Meeting was held in closed
session without the physical attendance of the shareholders, in pursuance of
the Order n° 2020-321 of March 25, 2020. Around its chairman, the Bureau was
assembled in full with a secretary of the meeting and two scrutineers having
the quality of shareholder. Representing a quorum of 66.38%, higher than 2019
despite the very specific conditions of the meeting, the shareholders adopted
all the resolutions supported by the Board of Directors, and thus approved:

* The consolidated and corporate accounts for 2019 and distribution of a
  dividend of EUR 2.55 per share for 2019;
* A new regulated agreement concerning the departure terms of the Deputy Chief
  Executive Officer, Mr. Emmanuel Babeau, as well as his compensation until his
  departure;
* The compensation report as well as the amounts and quantum allocated in
  accordance with the principles and criteria approved in April 2019 and the
  2020 compensation policy for the Chairman and Chief Executive Officer
  Mr. Tricoire and for the members of the Board of Directors;
* Renewal of directorships of Mr. Leo Apotheker, Mrs. Cecile Cabanis, Mr. Fred
  Kindle, Mr. Willy Kissling;
* Appointment of Ms. Jill Lee as a new director;
* Renewal of financial authorizations;
* Amendments of the Articles of Association to provide for the appointment of
  the second director representing employees by the European Works Council
  (Article 11.4) and reflect amended laws (Articles 13 and 16).

The Annual General Meeting was also the occasion for Jean-Pascal Tricoire,
Chairman and CEO, Emmanuel Babeau, Deputy CEO in charge of finance and legal
affairs and Léo Apotheker, Vice- chairman and independent lead director, to
comment through live broadcast, to around 320 participants, on the Group's
strategy, its results in 2019 and its future outlook, the Group's reaction to
the Covid-19 situation, as well as the key elements of its governance.

Jean-Pascal Tricoire, connected remotely, presented the Group's strategy and
priorities. He recalled the mission of Schneider Electric "We empower all to
make the most of their energy and resources ensuring Life is On everywhere, for
everyone at every moment". He clarified, in this period of health and economic
crisis, how essential this mission is to the continuity of critical
infrastructures such as hospitals, Food & Beverage industry, Data Centers,
Water & Wastewater, and to the security of operators, through digital and
remote maintenance management applications. Jean-Pascal Tricoire also recalled
how "Green" innovation and digital offers developed by the two core businesses
of the Group, Energy Management and Industrial Automation, generate more
efficiency for the Group's customers and contribute to their sustainable
development approach. He also insisted on Schneider Electric's commitment in
this area, specially in reducing its carbon footprint, a commitment which has
been widely recognized externally.

Jean-Pascal Tricoire then explained the quadruple integration that the Group,
through its solutions, provides to its customers to improve their efficiency,
by combining energy and automation, by digitizing the entire ecosystem, from
sensors to the cloud through EcoStruxure, by integrating the entire life cycle
of operations from design to maintenance and finally, by connecting all
customer sites, in an integrated approach.

The Group's entire strategy was translated into record financial and
extra-financial performance in 2019, allowing Schneider Electric to tackle the
Covid-19 crisis with solid fundamentals built over many years, due to its
integrated, multi local, partnership and decentralized model. In this crisis,
the Group's first priority is to ensure the health and safety of its employees,
customers and partners, but also to meet the needs of its customers. For this
Schneider Electric benefits from the organization of its global Supply Chain
and its services to ensure business continuity and flexibility.

Jean-Pascal Tricoire devoted part of his presentation to the "Tomorrow Rising
Fund", a fund created by the Schneider Electric Foundation and dedicated to the
fight against Covid-19. This fund will finance longer-term emergency and
reconstruction actions related to Covid-19, in all the regions in which
Schneider Electric operates.

Emmanuel Babeau detailed the Group's strong 2019 performance: record results
driven by the successful execution of the Group's strategy. The strong growth
as well as the good execution of the operational priorities led to a net income
and an earning per share in increase of 15%. These results, combined with a
record free cash flow generation and a solid balance sheet, enabled the Group
to maintain its proposal to pay a dividend of EUR 2.55.

Addressing 2020, Emmanuel Babeau mentioned a difficult first quarter, whose
revenues were largely impacted by the repercussions of the Covid-19 crisis on
Schneider Electric's activities in China. He reiterated the importance of the
health and safety of employees but also of the business continuity and
flexibility. The Group is continuing to focus on cash generation to further
strengthen its strong financial liquidity and balance and is implementing
strict cost management measures and acceleration of previously announced
efficiency plans. "The future is not canceled" commented Emmanuel Babeau, as
the Group is preparing for the post-crisis and is expected to be able to
capture an acceleration in megatrends driven by government initiatives (all
electric, all digital, renewables), a step up in investment in some of its core
end-markets (Data Center, Infrastructure, Smart Buildings, Software / Industry
IIOT). He closed his presentation by recalling the importance for the Group to
dialogue with all of its shareholders.

Jean-Pascal Tricoire thanked Emmanuel Babeau, Deputy CEO in charge of Finance
and Legal Affairs, who is leaving Schneider Electric after eleven years with
the Group and introduced Hilary Maxson, the new CFO. With Leo Apotheker, who
chaired the meeting in his capacity as Vice-Chairman, Jean-Pascal Tricoire also
presented Fred Kindle, successor to Léo Apotheker as Vice-Chairman independent
lead director at the end of this meeting and welcomed Mrs. Jill Lee, widely
elected to join the Board to which she brings her expertise in financial
matters and a great knowledge of Asian markets.

Léo Apotheker then presented the principles of governance of Schneider
Electric, aligned with the most demanding market standards. He summarized the
work carried out by the Board of Directors and explained the specific role of
the Vice-Chairman independent lead director when the general management is
exercised by the Chairman.

It was an opportunity to broadcast a pre-recorded interview where Fred Kindle
shared with shareholders his vision of his new role and what he considers to be
the key functions of the Board of Directors. To his perspective and according
to his own words, the most important function of the role of the Board is to
select the best people for running the company and support them to maximize the
success of the company, which includes financial gain, societal progress and
environmental benefits.

Presenting the main resolutions on the agenda of the meeting, Leo Apotheker
detailed the principles for determining the compensation of executive corporate
officers and underlined the growing importance and increasingly ambitious
impact of the social and environmental criteria. Emmanuel Babeau's departure
conditions were the subject of specific development, in which the Group's
interest was highlighted. He then recalled the contribution to the Board of
each of the 4 members whose renewal of term was presented to the vote and
highlighted the alignment of the composition of the board to the Group's
strategic priorities. At the end of the general meeting, the Board of Directors
consists of 13 members, 73% of whom are independent directors and 42% of whom
are women(1).

Full results of votes, presentation and re-transmission of the AGM are
available on the company's website at the following address
www.se.com/finance

                             *******************

About Schneider Electric

At Schneider, we believe access to energy and digital is a basic human right.
We empower all to make the most of their energy and resources, ensuring Life Is
On everywhere, for everyone, at every moment.

We provide energy and automation digital solutions for efficiency and
sustainability. We combine world-leading energy technologies, real-time
automation, software and services into integrated solutions for Homes,
Buildings, Data Centers, Infrastructure and Industries.

We are committed to unleash the infinite possibilities of an open, global,
innovative community that is passionate about our Meaningful Purpose, Inclusive
and Empowered values.

www.se.com

Follow us on:  Twitter, Facebook, Linkedin, YouTube, Instaram

(1) Excluding director representing French employees

Investor Relations
Schneider Electric
Amit Bhalla
Phone: +44 20 7592 8216
www.se.com
ISIN: FR0000121972

Media Relations
Schneider Electric
Véronique Luneau (Roquet-Montegon)
Phone: +33 (0)1 41 29 70 76

Press Contact:
DGM
Michel Calzaroni
Olivier Labesse
Phone: +33 (0)1 40 70 11 89

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