Schneider Electric S.E. (EPA:SU)
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Apr 24, 2026, 5:36 PM CET
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AGM 2021

Apr 28, 2021

Speaker 1

Ladies and gentlemen, shareholders, I declare open our shareholders meeting of the 28th April 21. I'm pleased to chair this meeting as a member of the Board of Directors of your company specially designated for this purpose by the Board in accordance with Article 19 of the articles of association. The health protection measures due to COVID-nineteen crisis have led your Board of Directors to convened this shareholders meeting behind closed doors in accordance with the provisions of the ordinance of the 25th March 2020, extended by the decree of the 9th March 21. The Board requested a live broadcast on Schneider Electric website be provided so that we can present your company's activity in 2020. In addition to allow dialogue with our shareholders during this meeting,

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a dedicated platform to shareholders is open

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during the meeting, giving you the pm to shareholders is open during the meeting, giving you the opportunity to ask questions by video and by writing for the Q and A session to be held before the vote on resolutions is announced. The link to this platform is available on the company's website on the page dedicated to the meeting, and I invite you to log on to ask your questions. Now present by video conference, Jean Pascal Ploucroy, Chairman and CEO from Hong Kong Fred Kendall, Vice Chairman and Lead Independent Director from Zurich next, Tony Hilary Exxon, Chief Financial Officer Jean Yves Goral, Statutory Auditor and on the other side, Segolene Simonin Geboulet, Secretary of the Board of Directors. I shall proceed with the constitution of the Bureau of the Shareholders Meeting. In accordance The decision of your Board of Directors, I call for the duties of scrutineer Stephane Taipier representing Amundi Asset Management and Claude Bricquet representing in the FCPE, Schneider Action Area, both being among the 10 shareholders with the largest number of voting rights to Schneider Electric SE's knowledge.

Segolene Simonin du Boulay is appointed as secretary. I remind you that the shareholders meeting was convened today on 1st convocation. A prior meeting notice serving as a notice of meeting was published in the Boutin des Anence Legales Obligatoire on March 22, 2021, while the notice of meeting in the Journal Speciale des Societe was published on the 10th April 2021. According to the attendance sheet, I note that the number of shares represented is 364,996,658,658, 65.60 percent of the company's share capital. The legal quorum to hold this combined shareholders meeting has therefore been met.

This meeting being held behind closed doors without a vote in session. This quorum is final. The members of the Bureau will please certify the attendance sheet by signing it. I declare that the meeting is regularly constituted and that it can validly deliberate. Here are the main topics on the agenda of this meeting: approval of financial statements, setting the dividend, approval of the information relating to the corporate officers' compensation paid or granted for the fiscal year ending December, 31st December 2020, approval of the compensation policy of the Chairman and Chief Executive Officer and the members of the Board of Directors, renewal of the term of office of Jean Pascal Trecrois, appointment of Anna Olson Lecron as a Director, appointment of the Director representing the employee shareholders and finally renewal of financial authorization.

I lay upon the table the documents and reports submitted to the general meeting. The provisions of Section R225,812, R22583 and R258 of the Code of Commerce relating to shareholder information were observed and the documents covered by Sections R22589 and R22590, the same code were made available to shareholders on time. Since all shareholders had the opportunity to review the Board of Directors report prior to the shareholders' meeting, it will not be read. The legal formalities having been completed, we can proceed with the meeting itself. The main elements of our strategy as well as the reports on the accounts will be presented by Jean Pascal Strycrois, then Hilary Maxson.

Fred Kendall will then present the corporate governance report and the resolutions submitted to your vote. I will now hand over to Jean Pascal Tregois.

Speaker 3

Thank you, Cecile. Hello. Thank you for attending our Annual General Meeting today. This is our 2nd virtual Annual General Meeting, Which makes it possible for many more shareholders to be present. I hope that you're all fine.

Today, we'll be talking you through 2020, An exceptional year during which we faced adversity due to the pandemic. But at the same time, 2020 was a reference year, if you will, a signature or hallmark in terms of the performance of Schneider Electric. I'll be talking about 4 points: The transformation we've rolled out, the acceleration of our commitment and sustainability, the role of our people and finally, the outstanding performance delivered in 2020 despite difficult operational conditions. To begin with, let's start with Schneider Electric's rationale. Well, our mission is very clear.

It aims at developing the technologies which will enable each and every one of us to make the most of our energy and resources So that thanks to technology again, we can reconcile progress, access to power for all and sustainable development, irrespective of where people are on Earth. Our mission is to be the digital partner in sustainability and efficiency for our clients. Two businesses, 2 business activities, the management of energy, which leads to energy efficiency for our clients An industrial automation, which enable a more efficient management of our industrial processes and a better use of resources. 2 elements, combining low carbon electrification technologies and digitalization to develop a smarter and greener future, A single technological platform, an eco structure, which our clients will use to integrate their applications In a nimble way on digital platforms, 2 main markets, a market which I would describe as being commercial And which covers buildings and IT and which represents more than 50% of our revenues. Then 50% of our market is based on infrastructure and industry, which are more mission critical and more difficult.

And a single operating model, which is integrated And open, which is also fully centered on sustainability and the service of sustainable development applications for our clients. And of course, 2020 was the year of COVID-nineteen, due to which we had to deploy unprecedented actions which we'd never thought of before. And I'd like to start this session today with a video on Schneider's reaction to COVID-nineteen.

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In early 2020, the world nearly came to a stop. Business as usual had become unusual. In the face of global uncertainty, at Schneider Electric, we were never more compelled to keep our promises. We partnered to produce 10,000 ventilators To meet rising demands in health care facilities and help build field hospitals that handled surging caseloads. By harnessing the power of digital, we enabled remote everywhere for our customers, from letting power professionals monitor systems and maintain operations from anywhere to helping data centers ramp up operations efficiently to handle the demands of more People working and schooling from home are just trying to stay entertained, and our smart grid expertise was essential to ensuring power resiliency 2019 and business continuity under any conditions.

We did all this with plenty of help from our partners and employees. 9. We kept factories and distribution centers operating without disruption and worked side by side with our customers in the field,

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following guidelines for safety

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and responsibility. Sometimes, we work Lines for safety and responsibility. Sometimes we work like this and like this. And because we believe that we are Stronger Together, we work to provide relief and support to 1,500,000 people financially impacted by COVID in 60 9.7 countries through our Tomorrow Rising Fund. Most important, in a world where health and safety were more at risk than ever before, We helped ensure that life is on everywhere for everyone and at every moment.

Speaker 3

Well, I hope that this video shed light on how Schneider's had to transform its business to respond to COVID-nineteen. Now in the video, 2 things were confirmed during the crisis. 1st, when we say that our mission is to make sure that life is on, Well, we realized that in 90 countries, governments considered that what Schneider was doing Was critical to the continuity of essential services in the countries, be it in hospitals, data centers and IT, critical utilities, the power grid and water networks, Houses where people have to stay during lockdowns, cooling networks for food and medicines. The governments asked us to continue operating our factories and our maintenance and service teams to continue to intervene for our cities to continue to function. The second confirmation is that digital It was absolutely essential to manage this major crisis.

The fact that we can remotely manage facilities for enhanced resilience, The fact that we used digital as the main catalyst for sustainability and efficiency. Well, this showed That there was a massive gap between companies, those that were digitized and those that weren't, which means that COVID-nineteen was an impressive accelerator of Schneider's mission since we use digital technologies in all of our systems. Now when we look at the highlights of the year, my first comment is that 2020 was bolstered by COVID-nineteen became a major year for transformation. Faced with the digital demand on our client side, we accelerated the development of the value of Schneider's portfolio and our integration in 4 areas: energy and automation total and transparent connection of connected devices On the cloud, so that management and operatives can have an overview of their facility's digital twin, Integration in a unique software suite of our customers' digital twins and facilities From design to manufacturing, operations and maintenance and the ability to manage their firms in a modern way, That is in an integrated way rather than on a side by side approach, which is the traditional way of functioning. Think about the size of this transformation for Schneider Electric.

About 15 years ago, our business was almost inexistent in these business activities, Whereas today, we've delivered almost €12,000,000,000 of revenue with these services and digital activities, which allow us to Cover the whole lifecycle of our clients' facilities and to better understand their needs and to be on their side at any moment. At the same time, we also digitized the relations that we have with Schneider's ecosystem, that is our clients who operate their facilities and who can use our marketplace, our digital marketplace, to meet integrators And service providers as well as electricity boards, which will provide their services. We've seen the number of people who use the marketplace, Which has skyrocketed during the crisis. 2 business activities that have grown fast

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Or at

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least that have shown strong resilience in this group, software and services. And I'm just talking about organic growth that is setting aside acquisitions, which in 2020 already accounted for 17% of our revenue with a 1% annual growth. That is almost 5% or rather 6% better than the rest of the group, With a strong growth as early as Q4, posting a 6% organic growth. These activities have many advantages. They are more resilient.

That paves the way to recurring revenue streams. They enjoy better margins and make it possible for more devices to be connected, which means a strong increase in the number of connected devices, even in 2020, which was a year of economic crisis and the recent acquisitions that we'll be talking about in a minute, which were some of the highlights of fiscal 2020. These will further increase the share of software and services in Schneider's total revenue. Since I've mentioned M and A, 2020 was an exceptionally buoyant year for Schneider, With a major acquisition in India, Larsen and Toubro. As you know, it's an acquisition we've had on our radars for almost 20 years And which will very much strengthen our position.

We'll come back to that in a minute. And the other acquisitions in the field of Automation and Software, Prolight, a German company specialize in the food industry. RIB, the benchmark platform in the digitization of construction projects, OSIsoft, an acquisition made by AVEVA, a company specialized in software, which is going to strengthen considerably, A strategic partnership with Plannen, a company which has a digital platform to automate the management of buildings. And then another project, which is still under development, which still has to be approved, which is the acquisition of ETAP, a Californian company, the world leaders in digital design for printed circuit boards. So despite the crisis, Schneider has accelerated its repositioning and strategic transformation.

We've also strengthened our positions in India and in digital and more particularly in software. Well, if you look at these acquisitions that we've made And at our overall positioning, you will see that our intention is to cover the full digitization cycle, thanks to which Our clients will be able to develop their own digital twins in their facilities, in buildings, infrastructure, in industry or in IT, Which enables them to manage and develop their facilities at all stages from installation to construction, operations and finally, maintenance. Now the second important event in 2020 was our acceleration in the field of sustainable development. This commitment, this acceleration has had impact on 4 areas. 1st, the evolution of our business, of our business activities for our clients, the Celebration of our transformation, Schneider's transformation and that of our ecosystem.

And finally, the considerable strengthening of our governance. I hope that after watching the video, You have a better understanding of Schneider's total commitment in sustainability. Our first commitment is for our clients to be their digital partner in sustainability and efficiency programs. On their behalf, We manage more than 4,000,000 systems, which are connected to our own systems, improvement processes and supervision systems. We buy €30,000,000,000 of power for them, which we make more efficient, greener and less expensive.

We also help our clients save more than 100,000,000 tonnes annually. We help our clients calculate their carbon footprint. Then, thanks to our consulting services as well as our technological skills, We helped them define a strategy for improvements and to develop and set up their Sustainability strategy regardless of where they are in the world. Here are some examples in different sectors, in buildings, in IT, In Smart Cities, where we partnered with the 1st Smart Cities of India. We also developed business activities for the food industry and retail, which is a sector which is very much engaged in a more sustainable development.

And also another example that I'd like to mention, which is Walmart, One of the biggest retail corporations in the world. They've asked us to work with their suppliers to help them save 1 gigatons of carbon in the Estercon. From a practical point of view, how do we help our clients? Well, in industry, we deliver comprehensive systems to manage power for industrial companies to reduce their carbon footprint And use microgrids for their supplies of energy, which use renewables that are carbon free. We also deliver systems to manage their processes, To use fewer resources, to be more efficient and more circular.

We also provide systems for sustainability management, Which are fully digital, which help our clients understand their carbon footprint and identify the progress they can make. And finally, as we said before, The full software suite to produce a digital twin for their factories to better manage efficiencies from design phase to operations phase. In the building industry, the same principle applies: management of power, Management of processes to make a better use of the floor area, to organize social distancing and take All health measures necessary in buildings and many more features about well-being and ease of use of buildings. Thanks to enabling digital technologies. Thus, clients have access to all the data that they need About their buildings on their smartphones or tablets.

And finally, a fast developing market, which is Home automation for more well-being and more ecology. This market is developing swiftly. And due to COVID-nineteen, many people have spent more time at home and many of us have decided to refurbish their houses. As you can see here in Europe, these are all the functions that are available for our clients. Everything can be connected in our houses for a more efficient and more ecological management of power, thus of our emissions and of our electricity consumption.

Our second commitment to Schneider is to follow the most demanding rules and objectives To reach carbon neutrality, we intend to be carbon neutral in our own operations in Schneider by 2025, To be carbon neutral in the integration of the so called Scope 3, that is the whole Schneider ecosystem, our suppliers and clients. And finally, we've set objectives in the field of biodiversity. Our goal is to have operations which will lead to 0 loss in biodiversity by 2,030. All of this is based on very practical steps. For example, the decrease of power consumption every 3 years.

Our electric supply Uses renewable resources of energy to the tune of 80% today and would increase to 100% in the near future. We want all of our industrial sites to be clean. We're working on industrial excellence. Please don't forget that Schneider is one of the biggest industrial companies in the world. Last year, we were rated by Gartner.

Number 4, globally across all industries for our performance. These progress plans in the field of sustainability applied to Schneider are plans that date back to 15 years ago. And every 3 years, we launch a new plan. Today, this is our 5th improvement plan. For each new plan, we broaden the scope of our objectives in the field of sustainability and governance.

And we increased the targets given to all the employees in the company. These are factored in incentive schemes. All of the people who work for Schneider are incentivized to improve not only our industrial and financial performance, but also sustainability performance. At the beginning of 2021, we launched a new cycle, a new plan based on 6 commitments: Climate, of course, the conservation of resources, the principles of trust in safety and quality, In cybersecurity, in ethics, equal opportunities. We want a company which follows the principle of meritocracy, More connectedness between generations, better management of our people's development and careers regardless of their age or where they are in their career developments.

And we want to work closely with the local communities in all of our operations in the world. And thirdly, we're working on our ecosystem. Since 90% of Schneider's carbon footprint comes from our suppliers and our clients. Thus, We're working with them on a daily basis to help them improve because our carbon footprint very much relies on the progress they make in this area. You see this is a lesson for all of our societies, The reduction of the carbon footprint, the fight against climate change as well as the fight against Pandemics is not something that you can do on your own.

We need to work as a team. We will improve only If our ecosystem and our partners

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improve together with us. This commitment that I've just described, The commitment of Schneider's for all its components towards sustainability is supported and organized around a very rigorous type of governance. First of all, Your Board of Directors takes it into account with the HR and CSR Committee. The Executive committee is representing all our development for sustainability and this is done through the strategic officer at Schneider. At Schneider, we don't have a strategy and a commitment for sustainability.

Both are interconnected. The implementation right now of A stakeholders' committee checking that Schneider is really answering and leading and going to its purpose and helping Schneider Think about new developments is made up of people, experts representing stakeholders Who are different from shareholders for Schneider. Since all our performance for sustainability is being audited as is the case for our financial performance and the fact that we are permanently benchmarking our performance Through outside firm and that the rating coming from these agencies is determining the value that we can perceive in terms of the progress we're doing for sustainability. So this is a very well structured approach, A measured approach so that we can continue developing in that sector with a lot of rigor. To conclude, I would say that sustainability for Schneider is at the core of our strategy.

It has become the core of our purpose for our clients, but we are also knowing that we Should be the example of what is to be done in the industry and for our ecosystem. So it is a factor of improvement and innovation for Our priorities at Schneider and on the way we carry out the operations of our company. 3rd element for 2020 that I would like to insist on is the role played by our employees. First of all, we think at Schneider that People working for us are the real source for making a difference, the real source of wealth for our company. At Schneider, we have people who are motivated by unique elements from our DNA.

They want to serve a purpose that is really of importance. We want to help the world to drive the best of its resources and energy, going to work in a working environment that is the most inclusive in the world with a lot of diversities in terms of nationalities, gender. And with this diversity, we can nurture creativity. We can nurture more new ideas. And finally, this working environment that I will review now is based on a multi local model.

It enables each people working for Schneider to really have a local impact to make decisions and to carry out the actions connected to all these decisions. In 2020, we Set up a new local center, including marketing, R and D, sales, manufacturing And also it has its own full network of suppliers. It is in India, thanks to the acquisition of Larsen Toubro. In a world that is still global, but as we can see today, it is becoming more local according to big geographical areas. The Schneider's structuring, you know well, and this is what is making our difference, is organized around big global sectors in Europe, in the U.

S, in China and now in India. All this and for the local teams means that we can be much more reactive. We can develop offers that are more adapted to the realities of our geographies Because locally, we have the whole value chain from R and D to manufacturing to selling. And this enables us to be the most local companies of all those operating in the world. Larsen Toubro enabled us to really strengthen our presence in India.

Thanks to this acquisition, India is becoming our 3rd global market and our 4th hub, our 4th international center. Thanks to the increase in the Partner network, we can cover the whole country and we can really cover the rural part of India, which is key really. Our industrial footprint is growing in terms of number of factories and distributions. We can thus better cover This huge country and India is becoming another important center for R and D with more than 2,000 engineers covering the national needs, but also the needs of emerging countries that may have similar needs as those in the Indian market. And Larsen Toubro is also having a very well adapted range of products, products adapted to the characteristics of emerging countries.

And as it was the case for each and every one of us, we had to learn how to work differently, fewer travels, more home working for most Of our employees, so even if we are key to The operations of countries we are in, our factories continued working, our service people continued working in the field. But what we saw was that our employees learned to work in a very different way. They learned to Work remotely, even to continue managing operations at a distance, Thanks to our automation systems and industrial management software. We can use operation control centers that are unified. And remotely, we can help operators in the field by sending them digital images and digital instructions, thanks to the Internet of Things.

But we can really continue helping operators in the field, thanks to augmented reality. We can even Train our employees, thanks to virtual reality. We can also continue working all together on projects, thanks to The collaboration digital platforms that are part of Schneider's life now to manage the construction of our EBIT software, the ones that are used to manage the electrical digitization of ISO And finally, the adiva3d platform to create 3 d plants or 3 d infrastructures. And finally, we really saw that our clients developed much more rapidly than in the past in the sector of e commerce. And we saw much more improvement in adoption of e commerce, the use of the Internet to buy our products in 2020 than what we saw over the past 9.

5 years. So a massive acceleration of home working. Finally, 2020 and despite adverse conditions, the incredible difficulties in operating under such Unheard of conditions led to a very high performance for Schneider. Think about that. In a year where most of the world was no longer allowed to travel was blocked in their operations, Schneider's revenues throughout 2020 decreased only by 4.7%.

Our 2 main activities, Energy Management and Industrial Automation, still have a high level margin. And all the group's margin, the sum of these two activities, is improving Compared to 2020 by 20 basis points. And what is most striking in this 2020 performance is the generation of cash flow, €3,700,000,000 Once again, another record. It shows the improvement in our business quality at Schneider. And if we now focus more on to the second half year, We realize and it proves the dynamism and the resilience of our business.

Right from the second half year, Schneider is back To growth, we have canceled the crisis of the second quarter where most of the world was in lockdown. 3rd and 4th quarter, we are back to growth, plus one point. We improved the Through our activity portfolios of 140 basis points, plus 1.4 percent of operational results, which is really a performance in such a difficult environment. All our geographies Are taking part in this performance. And as I can, you can see that it is important for Schneider to be one of the most global companies, France or for other world, because it is the balance of geographies that enables us to withstand The complex conditions the economic conditions of 2020.

All our strategic pillars are working fully to ensure this resilience for 2020. Our products decreasing only by 4%, so a very good results for this Activity, our activities are 17% of our revenues for software and services increasing by 1% and systems that are decreasing minus 9%, but the profitability of these is very solid. It clearly shows a continuous development over the past 10 years of the way we control this system activity. Based on this strong generation of cash and of this strong performance, we are Proposing the payment during this annual general meeting of a dividend amounting to €2.60 per share, an increase by 2%. And for more than 10 years of progressive dividends because we want to reward our shareholders For their commitment with Schneider for their support to our development, whether it is organically or through acquisitions.

This strong performance is based on the systematic deployment of our strategy. We are leaders in product throughout the world. We're still resilient in this sector. Development of software and services, plus 17% of our activity, plus 1% growth, as I said already. And our systems activities, which over the past 10 years experienced A permanent increase in its performance and its reliability in terms of what we do in that sector.

This allows us, and based on this generation of cash that is very much solid and which is the basis of the 2020 performance, we can propose to the Annual General Meeting the payment of A €2.60 dividend per share increasing by 2%, representing, as I already said, an increase over the past 5 years of plus 27%. Let us never forget that at the core of Schneider's performance, We consider the creation of value for the shareholders as a priority. And if we look 1 year ahead or 3 years ahead of us, We are still number 1 in terms of total return for shareholders for these two periods of time. Now if we look at what is our commitment for our shareholders over the past 11 years, We paid a progressive dividend, whatever the crisis, during these past 11 years. And I want to thank you, Our shareholders for having supported us at each stage of our development, whatever the state of the economies, It states of our organic or non organic development by supporting our acquisitions.

Finally, 2020 enabled us to keep a strong relationship with our clients. We Signed contracts with which I consider as being flagship contracts and very promising contract. We acquired the largest Smart grid in Egypt to supply electricity to 20,000,000 inhabitants. We'll be using the most innovative Technologies in the world coming from Schneider. We signed a contract with Faurecia.

It is a partnership here in which we are becoming I'm. Varesia's partner for sustainability and sustainable development. And finally, a lot of contracts such as the one mentioned here on screen In education to help universities better manage their energies, their resources and reduce their carbon emissions. 2020, even by doing things in a very much different way, was a year during which we transformed ourselves. We increased our commitment into sustainability.

We learned how to work together. And for that, we benefited from the Strength of our multi local model, and we delivered a performance that I think will remain reference for the years to come. But to go into more details in this sector of performance, I'll ask Hilary Maxson to go into the details of what happened in 2020.

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At Bolivar Logistics, we are striving to make our logistic business green. In the logistics industry, companies are always seeking the most cost and time efficient solutions to facilitate the movement of their customer goods. Timely international deliveries and efficient infrastructure are some common sustainability, innovation and employee centricity, providing our staff with a comfortable and adaptive environment to work in. We are fortunate to work with partners like Schneider Electric to provide us with solutions, routine and industrial expertise and a future the coach. The EcoStruxure Building Advisor provides us with key insights and predictive building analysis, which helps us identify faults and inefficiencies.

The energy reports are compliant to Greenmark, which helps us to monitor our efforts towards sustainability goals. BUHOP commitment has been recognized We have previews the logistic platform of tomorrow. It will enable us to showcase our expertise with utmost value and efficiency for our customers.

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[SPEAKER UNIDENTIFIED COMPANY REPRESENTATIVE:]

Speaker 1

Thanks, Jean Pascal. We hope you enjoyed seeing some examples of clients who are using our solutions to meet their own sustainability and efficiency goals. Good afternoon, everyone. Great to be here with you today to go deeper on our full year 2020 numbers and to give some elements on the performance of our Q1 2021. As mentioned by Jean Pascal, 2020 was a strong and defining year, financially demonstrating our agility and resilience.

We finished the year with solid revenues of €25,000,000,000 down only minus 4.7 percent organic, marked by a strong rebound in the second half of the year with revenues of +1 percent organic. After a first half at minus 10%, Both of our businesses delivered a very solid profitability. And I will speak in more details on our profitability IP drivers throughout this presentation. A key highlight for us for 2020 was our gross margin performance where we offset some of our negative year on year revenue performance on both an organic and inorganic basis. And we reacted swiftly on costs, both tactical and structural to finish the year at +20baspointsorganic.

In our adjusted EBITDA margin, obviously. Cash was also a highlight where we hit record a free cash flow of €3,700,000,000 ROCE is a key metric for us, particularly on our core business. Here, we have shown a ROCE metric for 2020, adjusted for our recent significant acquisitions, so excluding L&T and RIB. I think it's a good representation of our underlying business. And you'll see that even in a year like 2020, we have a strong resilience in ROCE with only 10 basis points dilution to 12% based on our strong free cash flow generation and expansion in profitability.

I view our performance on profitability, cash flows and ROCE as signatures of the resiliency of our strategic choices and the quality of our execution in 2020. Another signature of this quality demonstrated in our Sustainability Impact Index, where we closed the 2018, 2020 program at 9.32 out of 10, surpassing our target. Turning now to the second half specifically and by business. Energy Management had a strong turnaround in H2, finishing with +1.8 percent organic sales and plus 120 basis point organic on adjusted EBITDA margin. The performance was broad based with most geographies contributing.

Strong positive price actions impacted both sales and adjusted EBITDA positively. In addition to price, revenues were boosted by continued positive trends in residential construction and renovation and the DIY channel is particularly strong. We also saw strength in pockets of nonresidential building, particularly in Healthcare, Life Science and Logistics, where we've been focusing efforts. The data center end market remains burnt with sales to data center increasing in H2, including to edge customers. Smart Grid also continues to be a point of key strength.

Oil and Gas and Mining continued to be impacted by lower oil price and delayed CapEx. We do see turnaround in demand trends in Mining, though not yet impacting sales. I'd also add, in contrast Q3, we estimate we finished the year with around normal levels of inventory at distributors worldwide. Industrial Automation also showed positive momentum in the second half, finishing with minus 1.6 percent organic sales and plus 120 basis points adjusted EBITDA margin. The discrete end markets remained resilient, including strong growth in China due to OEM demand.

Process Automation remains challenged, impacted by oil price and delayed CapEx. However, various segments remain strong with good demand in consumer packaged goods, wastewater and a pickup in demand from mining. AVEVA finished the year strongly, including the booking of several scheduled subscription renewals. And services were also strong, finishing at mid single digit growth. Turning now to our gross margin performance over the past years.

We finished 2020 with a gross margin at 40.4%, a 12 year high. The 60 basis point organic move we saw in 2020 was in part due to mix which we would expect to normalize in 2021. However, the underlying trend, an increase of 250 basis points and track record of continuous improvement over the past 5 years is driven by key drivers reflecting the quality of our business. First, we have consistently driven strong industrial productivity. And we set an ambitious target of about €1,000,000,000 additional productivity as part of our margin progression plan between 2020 2022.

We also have a track record of net positive pricing over the cycle, a mix of tactical cost neutralization actions. And we successfully finalized our selectivity program in our Systems business having improved gross margin by 150 basis points. Our gross margin performance has contributed to our strong adjusted EBITDA expansion over the past 5 years with an impressive increase of 300 basis points and driving 6% compounded annual growth rate of our adjusted EBITDA over the past 5 years. I mentioned that this consistent margin expansion has been demonstrated in both low and high growth years. In 2020 is a good example, plus 20 basis points expansion despite a lower organic sales growth by minus 4.7%.

So we continue to be confident in our trajectory to a 17% adjusted EBITDA margin by 2022. Turning now To the net income, including scope and exchange rates, our adjusted EBITDA is down 7%, EBITA. Below the line, the lower impacts from loss on sales in 2019 were offset by higher M and A integration costs and higher restructuring in line with our expectations. Amortization of purchase price, accounting intangibles increased due to L and T and RIB, and we would expect this to increase further in 2021 with a full year impact from acquiring those businesses. In financial costs, our cost of net debt decreased, offset by a write off of a subsidiary loan and lower dividends from equity investments.

Our effective tax rate increased slightly to 22 0.7% compared to last year's 22%. This all plates into a net income of €2,100,000,000 and adjusted net income of €2,600,000,000 down 12% 11%, respectively. And to adjusted EPS on €4.72

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at the

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end of 2020. Mean. 2020 has clearly been a year during which we past our internal ambitions and the external guidance said EBITA, revenues and our results in sustainability. Free cash sure, was a big focus for us throughout 2020 and a big highlight for the year. We finished 2020 with record free cash flow of €3,700,000,000 and a cash conversion ratio of 159%.

Cash from operations, net of CapEx, was down 3 €17,000,000 or 10% due to lower results. This was more than offset by €500,000,000 in trade working capital, partly driven by evolution in receivables and payables as would be expected with lower sales. However, We also improved days sales outstanding and days payable due to the initiatives started in 2019. Inventory increased by €153,000,000 year over year as we continued to prepare for a demand uptick in 2021. Inventory days outstanding remains at average levels.

Although we would expect some natural reversal of working capital in 2031, we expect to continue with a healthy cash conversion ratio. And we are confident in achieving our €3,000,000,000 annual free cash flow across the cycle. A quick note on our balance sheet. Net debt to adjusted EBITDA remains at a healthy one at end of 2020, even adjusting for the 3rd party funds on our balance sheet for the minority portion of rights insurance performed by AVEVA in November 2020 to support the OSI transaction. If you assume the OSIsoft transaction occurred at the end of 2020, So no contribution from OSI to adjusted EBITDA.

EBITA, this ratio would be at 1.5. This is historically on the high side for Schneider. However, Based on our strong free cash flow generation and our disciplined capital allocation strategy, both rating agencies reiterated our A3 credit rating. As part of our financing strategy, I'd like to mention an innovative sustainability linked financing that we issued in November 2020. We launched our first issuing of convertible bond for a nominal amount of €650,000,000 It's the first time we do this.

This will be reiterated to the in the strategy of Schneider. You would recall that we'll have launched our new SSI program in November at our ESG Investor Day. We have raised the bar on our ambitions through this program. And the convertible bond is linked to these ambitious targets. The earmarks of quality we have reflected throughout the presentation have translated into a long term profitable investment for our shareholders.

This graph shows the return on investment for Schneider shareholders versus the CAC 40 over the past 5 years. Imagine you invested €100 in 2016. Well, If you invested in Schneider Electric in 2016, you would now have €300 whereas the same investment in the CAC40 would be worth €156 This means that an investment in Schneider has returned 2x more as an investment in the CAC14. Now the Q1 2021, we communicated those numbers yesterday. We finished the quarter at €6,500,000,000 in sales and organic growth of 13.5%.

Part of this growth, we should estimate 3, 4 points, was driven by a combination of pricing and stocking. But what's clear is that we see good demand dynamics across all of our end markets and most of our segments. Both businesses contributed to this strong growth with a bit of divergence across geographies. This is the 3rd consecutive quarter of year over year growth for Energy Management and for the group overall. Industrial Automation is now shifting from close to flat in the Q4 to strong growth in Q1.

I will finish with our 2021 targets. Since we last spoke in February, we now see the following: 1st and foremost, a further acceleration in demand trends across our end markets and most geographies supported by economic recovery worldwide.

Speaker 2

Made.

Speaker 1

We've also seen an acceleration in raw materials and other input costs and continue our tactical pricing actions. 3rd, Due to the accelerating demand as well as some temporal events like weather in the U. S, we see some sourcing tensions on some components in our supply chain. We're leveraging our strong global supply chain, which is regionally administered, partnered with our multi hub organization to stay close to our suppliers, distributors and customers. Factoring all of this as well as what we know today about remaining key uncertainties, particularly the acceleration of COVID-nineteen in a few places, we are upgrading our full year's target.

Adjusted EBITDA growth of between 14 20 organic. I will finish my presentation with an update on our capital allocation priorities. As mentioned by Jean Pascal, we remained very focused on return to shareholders. We are proposing a progressive dividend by €2.6 per share. It's been progressing for 11 years now.

We also remain focused on our strong investment grade credit rating. In terms of portfolio, we had a busy year for acquisitions in with a number of key transactions that prepare our company for the future. We'll be focused on successfully integrating those acquisitions to realize the benefits for our customers and investors. In the near term, therefore, we expect only a few potential smaller strategic bolt ons or partnerships tied to our longer term strategy. Disposals remain an important component for our strategy.

And we are still working on our previously announced €1,520,000,000 with possible progress to share in H1 of this year. In regards to share buyback, We do expect a working capital ramp up to impact our H1 cash flows due. So we'll keep the share buyback program on hold in the near term. We expect to give an update on the timing of our share buyback program as well as potential employment of disposal proceeds in the coming quarters. With that, I will thank you and I would like to say again how much the Schneider Electric teams are up to the various challenges of the future.

Cecile, you have the floor. Thank you, Larry. Congratulations for your beautiful French. It was probably a bit more difficult for you, but thanks a lot. I will now give the floor to Fred Kinzel.

He will tell us more about the governance part.

Speaker 3

Thank you, ladies

Speaker 2

and gentlemen. I've been the Vice Chairman, Lead Independent Director for the company since the last AGM. And it's my pleasure to lead you to the governance section of today's presentation. Now unfortunately, as you realize, I cannot do this in French. I have to do it in English.

Speaker 3

Dear shareholders, unfortunately, I can't

Speaker 2

So let me just walk with you on a few select topics when it comes to governance. The first chart Deals with resolution number 3. It's about the dividend. I think I can make this fairly short because Both Jean Pascal and Hilary have been talking about this. I think what is left for me to say is that this dividend increase It's not only a football, you look at that, it's not a big income, not cash flow, but it's also justified.

Justified, you could say, even in a moral sense, talk about governance and the society a lot. Morally justified because the year has been a good year for the company and also for the people who work for the company, For the tax authorities who get their due the fair dues. And there's no Subsidy, special government financing schemes that have been paid to the company that would now be transferred to the shareholders. That's not the case. I think that's an important statement in view of the fact that the last was very, very especially accompanied by the tariff crisis, With that, I would like to move on and talk a little bit about the Board.

The first chart, the very colorful chart, shows you all 15 board members as they represent themselves after Today's AGM, assuming they're all elected or their terms are renewed. I'm not going to discuss all 15 phases that would be going much too far. I think it's fair to say that this is a very qualified Board with a lot of competent Board members. You can see it in the title line, 42% are female, 75% are independent from the company, so they have the capacity to form their independent opinions and it also includes 9 different nationalities. And This is important.

It's not just, as we call it, a sitting board. It's actually a working board. And you see those colorful dots Next to each picture with the people and the dots indicate in which committees all the Board members are active in. And you see every board member is active at least in 1 committee, if not 2 or even 3. With that slogan of not just the sitting board, but a working board, let me just quickly look back into 2020, which was a very special year, As we all know, because of COVID-nineteen, and COVID-nineteen has had its consequences on every aspect of the company.

Also on the aspect of how we worked in the Board, what you see on this chart is on the very left hand side, the actual number of meetings increased substantially, Whereas in the previous year, we had 7 meetings. In 2020, this number of meetings went up to 12. In spite of that, so higher demands on the Board members, the actual attendance rate and this is in the next column bar chart at the bottom, The actual attendance rate went from 93% to 97%. So an almost perfect attendance rate Of the Board of Directors showing that in this special situation, loyalty, solidarity, commitment and passion are really mandatory on every level, not just on the employee level, but also on the board level. And of course, we've had this is the 3rd circle there to the right.

We've had a lot of continuous information exchange between the Chairman and myself, between the Chairman and the Board, between Executive Committee and the Board, In a structured way, in board meetings, but also in unstructured way with e mails, with telephone calls, it's fair to say that the last year was, in many respects, much more intensive year than in the year before, understandably so. And in the last circle, maybe noteworthy Also the fact that whereas historically, we've had a 3 day strategy session somewhere on location with our local management, including also customer educational part in 2020, that was not possible because of the travel restrictions and COVID-nineteen implications. Instead of that, we actually had a virtual strategy session, 4 times half a day, and it was very productive, Including the executive committee as well with a lot of presentations and dialogue taking place. And if you look at it 100% Attendance rate, that's something which can make us feel a little proud about that. So much about the working mode of the Board in 2020, If we look at it in a more general way, the next chart is showing what the Board, Different functions in the Board and the committees are all about.

These are well known facts and aspects of common Board work. So I don't think I need to repeat all of that. It's clear that if you look at the center that the Board of Directors is its main task is To actually look at all things that are of utmost importance to the company. That means strategy, operations, people leadership, Compensation issues, anything that is really truly important and of long term interest. And in the Board, obviously, we have Board of Directors.

We have our Chairman, who also happens to be CEO. As a consequence of this combined mandate, There is a special significance to the role of the Vice Chairman, Lead Independent Director. This may be noteworthy. So we do have executive sessions in the Board where the Chairman is not But all the Board members can discuss important delicate items without him being present. Board directors, as I mentioned before, are largely independent.

We have our own Board assessment Done each year and every 3rd year, we do it with the help of an external consultant where we really get unfiltered, unbiased opinions, which is important as well. And we do meet with shareholders independently of executive management. So just 2 weeks ago, I actually had with a A few colleagues of mine had engagement with close to 20, the largest shareholders, you could say, of the company, presenting ourselves, but also discussing questions and issues ahead of the mind. Leading the Board, around the box in the center, you see 5 committees. It's fair to say that 3 of the 5 are fairly standard committees.

This is Audit and Risk Committee, which deals with all the financial matters and risk management. We have the HR and CSR Committee, which deals with HR policies, the corporate Social responsibility. On the top right hand side, we have the Governance and Remunerations Committee, which deals with the question of how do we run The Board, the top level organization and how do we incentivize and compensate top level leadership. And then I would say we have 2 Additional committees that make a lot of sense. The bottom right hand side is the Investment Committee.

It's basically about where do we spend The big amounts of money, that means obviously acquisitions or very large capital expenditures. And the opposite as well, if it comes to divestitures, it's also a matter of investment committee. So very large, It's because the euro ticket decisions are usually dealt with in the investment community before they go to the Board. And then we have the digital committee. You heard from Jean Pascal's presentation how important the digital transformation is to the entire world As well as plus the Schneider Electric.

And this needs to be reflected on board level as well. That's the reason why a few years ago, we installed this new digital committee, which deals with the all the questions and issues coming up with digitalization, how it affects our business, how we conduct our business, how it affects our Suppliers, our customers and so forth. To sum it up, the committees is really where a lot of the work happens. The committees shape opinions, the form of proposals, and these proposals are brought forward into the Board. Decisions ultimately are taken by the Board of Directors, not by the committees.

So much about the Board work in general, let me become a bit more specific about individual Board members. On the next chart, you see 2 phases depicted on On the left and the right, let me first focus on the left hand side. Obviously, very well known to you, Jean Pascal Tricois, our Chairman and CEO. His term is coming to an end at this AGM and the Board proposes to you with Resolution 9 to renew his mandate as Board Director for another 4 years. With that comes then the Board's decision We actually hand to him the chairmanship and the CEO task as well.

So we will continue in the beginning of This can be discussed. There's questions of pluses and minuses. But let's face it, if you look back at the development of your company in the last Years, actually, I think if Jean Pascal took over his combined band in 2013, it's fair to say that your company has developed in an excellent way, Excellent way, not only financially, if you look at the share price, the operating performance, the balance sheet, but also excellent when you look at ESG matters, environment, society and governance. This model has served us well. And at this moment, We don't feel that there's a need to change, particularly also in view of the COVID-nineteen situation.

There's a lot of external uncertainty Still impacting us. Nobody exactly knows when the situation will normalize. We would like to continue in same model As we have done before, because it's for us, it's the safest bet to make sure that we continue in a successful way. So that's the content of Resolution 9. Let me move on to Resolution 10.

There you see the picture of a nice lady, Anna Olsson Leon. Anna is a very experienced high caliber Businesswoman coming from Sweden. She early in her career, she worked for PricewaterhouseCoopers in a financial And then she joined Electrolux, had a tremendous career with Electrolux reaching the highest levels, at some point becoming CFO and most recently Being the CEO of the Europe and Middle East region. So this is one of the top three roles in that company. And in our continuous search for new candidates for the Board, we came across Anna.

She stood out. We are very happy that she found interest In joining our Board and assuming that you are saying yes to this vote, to this resolution, she will be joining the Board As an official Board Director after the AGM. She has been sitting in the Board already as a sancer, as a supervisor. So much to Resolution number 10. The next slide covers actually 4 resolutions, Resolutions 11, 12, 13 and 14.

The background of that is that the employee shareholders have a right to have 1 Board member. And because there's different shareholder funds, There's kind of a competition going on between different candidates sponsored by different funds. And you see on the left Hand side, the 4 candidates that are actually competing for the same one slot in the Board of Directors. They are Kiri Shake of France, Zena Chikos from Australia, Xiaoyu Ma from China, Emma Lengquist Christians and originally Danish, but now living and working in Boston. Let me just say this, all these 4 candidates are highly qualified people that we would welcome at any time in our Board.

Reflecting on our current situation and knowing that Madam Shaoyun Ma has already been on the board in this function For the last 4 years, we know her very well. We appreciate her thoughts, her comments, her questions. We think that the price for us continue in the same fashion. Xiaoyi Ma is currently the CFO of the China operations of Schneider, so She's very experienced, high level. She is very sharp, very committed.

If she was replaced with somebody else, we would have to find Another way to represent East Asia and particularly China in our Board. That's the reason why clearly the Board favors Another term for Shaoyun Ma as the representative of the employee shareholders in our Board. And that means that we vote for Resolution 3, that's our proposal and against unfortunately, against Resolutions 11, 12 And 14. Let's change beer here and talk about something which is always We debate the topic. It's about compensation of the top level leadership in a company.

The first chart is basically about the compensation paid to Jean Postparticois in his function as Chairman and CEO in 2020. It's the so called EXPOST Resolution number 6. You'll see on this chart a lot of data points. Let me first focus on the Top left hand side, which is the 2020 fixed compensation. What you see there is that the fixed compensation for Jean Pascal Trecovar was lower than the year before.

It's actually €875,000 as opposed to €1,000,000 The background of this is that Jean Pascal Carl decided by his own in a voluntary way to hand over 25% of his fixed compensation for the 1st 6 months And actually have the company paid into the Tomorrow Rising Fund, which is a social purpose funds that, of course, in the last year has focused in on helping people that have been affected by COVID-nineteen. So this was a very, very positive Decision by him at his own cost and that's the reason why his fixed compensation in 2020 is actually lower than in the previous year. Right next to that, on the right hand side, you see the 2020 annual variable compensation. Without trying to confuse, I think most important is to mention that the so called achievement rating, which drives the total amount to be paid Jean Pascal Tricouard for 2020 ended up at 92.2%. You can compare this The previous year's achievement rate of 132%.

So the Board decided to actually hand out a lower achievement rate. This is predominantly driven by hard facts, by formula, but there's also discretionary element. And to be honest with you, we had discussed The shareholders who said, look, I mean, the company performed actually in an excellent way in 2020. The shareholders themselves looking at the share price and the dividend Did exceptionally well. Why not going above 100%.

We feel that would be sending the wrong signal. Despite all the success, 2020 was a midyear of suffering. We all know that. We still feel it with COVID-nineteen being around. We want to portray a culture that includes modesty and restraint, and hence, we kept it below 100%.

The consequence of that is that the annual variable compensation is not roughly RUB1.7 million as in the year before, But it ends up being 1,048,000, which is quite considerably lower than in the previous year. This all Includes the effect of his lower base salary, which has a direct impact on the annual variable compensation. So in total, if you can't combine both The fixed compensation for 2020 and the annual variable compensation, both together are, you could say, the cash compensation, That is order of magnitude 30% lower than in the previous year. I think that's the most important message. On the rest of the chart, on the bottom right hand side, you see some remarks on the long term incentive plan.

No change there. The Board decided to hang down 60,000 performance shares. Please keep in mind, performance shares means the 60,000 are actually the top Number that can be achieved only if all performance criteria are to elect. If they're not met, then this number will decrease and the actual shares will be lower. So this is the maximum amount that will be handed out and it is as a number of 60,000, it's no different from the previous year.

And the same can be said largely the mechanism for Pension benefits and for all the benefits, these are compared with the smaller figures. They are the same as in the previous year. 9. So this is the content of Resolution 6, The ex post looking backwards into 2020, now we're going to look forward. So the ex anti resolution number 7 has a few concrete figures, but most is about the compensation policy that we want to apply for this already ongoing year 2021.

And all in all, without going into any details. It's fair to say what is depicted here is not reflecting any change For the past, you see the fixed compensation of €1,000,000 was the same as in 2019. The And available compensation policy with the minimum, a target maximum, the performance criteria also similar to pension benefits. So if you allow me, I'll try to make this short because there's no change in policy really. I'll leave it at that and hope that you can Yes, for these resolution numbers.

Let me move on into the last item regarding Compensation, this is about directors' compensation. Here, the main message is if you look at the building blocks, how the total amounts Are being accumulated for all the different directors. It's an activity driven model. The more meetings we have, the more activity, the more work there is for the Board of Directors, then some of these figures will grow. If there's less work, then they will come down.

I think it's a very fair model. It's basically driven by, as I said, activity, the intensity, the amount of work and effort that the Board directors put in there I'm And nothing else. So we are not linked in any way to the financial success of the company, which I think is good because we need to have Independent opinions. And what is mentioned here, when you look at the concrete figures, the fixed fee of 25,000 and all the other figures on this chart, is the same again as in previous year. So no change.

On the right hand side, you see the numbers, How they accumulate for each individual director, it's fair to say these are direct calculations of this formula to the left. Some directors have more activity because they have to run committees. They are leading a committee. They have to Get together more frequently, orders less because there happen to be only 1 committee instead of 2 or 3. And that all leads to these different figures.

So again, because there's really no change in this, the proposal for 2021 is that Don't change anything with regard to the compensation for the directors of your organization that we keep the maximum amount as €2,500,000 that should suffice. Thank you. The last job, the governance is really a start of a multitude of resolutions that are coming up for U. S. Vote.

Altogether, it's 10 of them. Segal and Simon and Dubois will go for them with the voting results at the end Of this presentation, I don't think I need to go through the 10. Let me just say by concluding, if I look The top right hand side, the increases in capital, they have a global ceiling of 35%, which I think is important that we have a certain lid on how much capital we can add to the existing base. If you differentiate between preferential, with preferential or without preferential subscription rights, And the ceilings are different with preferential subscription rights, where you, dear shareholders, have the option to participate. If you like, The ceiling is 35%.

Without shareholders preferential subscription right, it's much more limited. It's below 10%. It's 9.88 understand. And then there's further audit details or detailed resolutions regarding capital additions or buyback of company shares. Again, this in essence is not very different from the past.

We have to go through this voting process Basically every 2 years because there is a maturity term, the approval of rights and then they expire. So today, we need to have dual vote, Hopefully, again, to get the approval to keep this as a freedom of action for the Board and the organization to adjust if necessary. With that, I conclude my short overview on the governance section. Thank you

Speaker 5

very much.

Speaker 1

Thank you. Thank you very much, Fred. I will turn over to Jean Eugene Courel, Partner of the firm Ernst and Young, who on behalf of the College of Auditors will summarize the content of the statutory auditors report.

Speaker 6

Thank you, Mr. Chair. Hello, ladies and gentlemen. On behalf of the statutory auditors, it is my pleasure to introduce the reports we drafted for the ordinary and extraordinary general meetings held today. All our reports were made available by the company and are reproduced in the universal reference document.

As discussed summary for this meeting, I will sum up These reports. Well, we have 7 reports for the 2020 fiscal year, one audit report on the annual financial Statement, 1 audit report on the consolidated financial statement, 1 report on the regulated conventions and finally, 4 reports on the delegations granted to the Board of Directors to carry out future operations on the corporate capital. As for the financial statements first, our reports on the annual and consolidated financial statements are on Pages 374 and 3.54 are the reference documents, respectively, for 2020. The consolidated financial statements were according to the IFRS as adopted by the European Union. As for the annual financial statements, they were prepared according to the French accounting rules.

Our fundamental objective is to obtain a reasonable certainty and assurance on the regularity, sincerity and on the loyal image of the financial statements and that the latter showed no significant anomalies. Our approach is adapted to the group's activities and businesses of your group. We checked the current operations as well as the specific events of the fiscal year. And we this according to the French Professional Practices, This year, we particularly considered the specific conditions related to the COVID-nineteen pandemic health crisis To prepare and audit these financial accounts, we consider that the elements collected are sufficient and appropriate to ground our opinion. We checked a sample of the amounts and of the information mentioned in the annual consolidated financial statements.

We also appreciated the internal control environment, the accounting principles used, the significant assessment retained by the group and the overall presentation of the financial statements. At the end of our work, we unreservedly certified the annual financial statements of Schneider Electric as well as the consolidated financial statement of the group. We remind you that the two reports have a specific chapter describing the key elements of the audit related to risks Of significant anomalies, which according to our professional judgment were the most significant one for the auditing of the financial statements. We also supplied responses for each of these risks. As for our report on the consolidated financial statements, the 4 key aspects are: 1st assessment of goodwill and brands having an indefinite lifespan, fixing and assessment of development expenses in the balance 8, recognition and collectability of deferred taxes recognized as a fiscal deficit being carried forward And finally, identification of risks and assessment of provisions for risks, certain fiscal positions and possible liabilities.

For our report on the annual financial statement, the key point of the audit was the assessment of securities and receivables connected to shareholding. We also carried out specific verifications as planned by laws and regulations on the information about the group and mentioned in the management report of the Board. We have no comment to make about these, about their sincerity and their relevance In relation to the annual and consolidated financial statements, we checked upon the respect of the European single electronic format For the annual and consolidated financial statements further to its early adoption by the group in 2020. In our report on regulated conventions, as mentioned on Page 262 of the reference document, We indicated that we were not told of any new convention submitted to your approval during this general meeting. No convention already approved by your assembly during previous fiscal years continued during this past fiscal year.

Yet the regulated convention approved by the General Assembly on the 23rd April 2020 about the conditions ruling on the departure conditions of Mr. Emmanuel Rabeau from the group produced effects during this fiscal year and are described in our report. Think. As four resolutions related to the extraordinary general meeting, we have 4 reports related Two delegations to the Board of Directors for the carrying out of future operations on the corporate capital as stipulated In Resolution 16 to 20 and 22 to 24, they are reproduced on Pages 422 to 426 of the reference document. These resolutions allow the issuing of ordinary shares or securities with or without Cancellation of the subscription preference rights as well as the cancellation of owned shares.

Our reports show no Specific comment or observation. The final conditions under which this issuing could be carried out are not set yet. We cannot thus express any opinion on this proposal. And on the proposal to cancel the subscription preference right, We will draft additional reports if your Board uses these delegations. Ladies and gentlemen, thank you for your attention.

Speaker 1

Thank you. Thank you, believe. Since all the reports have been presented, the floor is given to the shareholders. Before we start answering your questions, I would like to inform you that we have received 13 written questions from the Forum for Responsible announcement, and all the answers provided by the Board of Directors are published on your company's website. Although being held behind closed doors, your board wished for a dialogue with its shareholders.

We therefore have questions that were addressed to us through the platform open to you during the meeting as indicated above. So I'm going to ask Sigelin What about those questions? What are they? A first question by Marie France Abic. Good afternoon.

For a few years now, Mr. Tricoi, you've been developing starting activity with your customers, your suppliers in order to help them decrease their carbon footprint. For example, at the beginning of the year, you signed a major contract with the Fairfax in Japan. And recently, you signed another contract with Forenthia in order to help them buy renewable green energy. My question is the following.

Are you going to go even further into this the consulting activities? Thank you.

Speaker 6

Madam Mrs. Hammock, this is an excellent question. Indeed, our intent is to continue developing these consulting activities. They are already representing 100 of 1,000,000 of euros in terms of sales. What we experienced over the past years was that There was a massive movement of companies that want to measure and reduce their carbon footprint.

So naturally, these companies, as they have an interest in our technologies, want us to support them In their development and in their progress, it means that we are to use our technologies to measure and then implement strategies depending on the various applications so as to reduce, 1st, this carbon footprint. So this is an activity that we are Developing now globally. You mentioned some examples. Another key example is that of Walmart, one of the largest retailer in the world, and they decided to work with Schneider, work with their own suppliers in order to reduce their carbon footprint. Similarly, today, we ask our 1,000 and first suppliers to commit themselves for the reduction of their carbon footprint by 50%.

It is not the only consulting activity that we are developing for digital activities and service activities. We are doing this also in digitization, Digitization of Industry and also in that sector of cybersecurity that naturally Comes hand in hand with our digital offerings and consulting offerings. So if we go back to the whole rationale of our story, The objective was to equip our customers with products and devices to connect these devices generating data, then we wanted to connect Services and software in order to help them operate their installations, their systems, their facilities. And now these clients called upon us to implement their strategy, whether it is a low carbon strategy, Digitization or Cybersecurity Strategy, I hope this is Anshui Your question, Seguelin, we can go to the next question.

Speaker 1

Merci. Thank you. Second question, Mr. Michel

Speaker 6

looking forward to your question. Mr. Chairman, ladies and gentlemen, members of governance, I am Michel Wilpross. I'm a new arrival in your consolidated committee of shareholders. I've Had the great pleasure of asking questions on behalf of my colleagues.

Of course, It is common to say that 2020 was an atypical year as the COVID-nineteen crisis This shuffled all cards of human activities. Your company our company had to face On all continents, this in all its structures seen from outside, the governance was able to react actively rapidly to the challenges, but I do not doubt that things were not easy. And as a shareholder, we are Looking at the quality of the governance teams when facing a crisis. So what were Your answer to COVID-nineteen, what was the role of the Board of Directors in managing 2020? How did you connect with the executive in the various departments.

So in a word, How this successful crisis management was structured around a motivating Mr. Pro, thank you for your question. And I want to thank The Consultative Board Of shareholders, they help us improving our relationship with our shareholders. Of course, your question is an essential one. If We take the example of Schneider, the Q2 of 2020 was highly disturbed by the lockdown measures in many countries.

But already in the 3rd and 4th quarters, we were back to growth. And as you know, We are caught up on our profitability, enabling us to finish the year with a profitability being superior to that of previous year. So we were highly resilient. If we try and isolate all the elements that really supported us, the first The thing to say is that Schneider, I believe, we believe, and Schneider is based on a local management. We are a highly global company.

But we organized ourselves to be multilocal. And when something like a pandemic strikes the whole world, Each country is affected differently, and each country reacts with its own culture. Since Schneider is in each country and is having a Schneider President for the country, It meant that in these countries, in each of these countries, there was one person locally that could make the decisions autonomously, Taking into account the local aspects and the fact that they were empowered onto their respective reactions, all these enabled us to be very much more efficient. Our logistics Change our local ones, and they enabled us to react in a much more adapted way. 2nd element, that's our digital culture And our multilocation culture for Schneider.

For more than 10 years now, Schneider has been working with management teams That are close to their respective markets. Those two where we have the highest number of employees. So for more than 10 years now, we have been working on a daily basis with with technological devices and essentially and most of the time in a virtual way. So with the COVID crisis, while For Schneider, it was not really a change in the way we worked. We just moved one step further in our capacity to use technologies So I'd like to add that for quite a long time, we have been offering our employees some Flexibility in their ways of working.

There are the possibilities of working from home on certain days of the week. So when people had to work from home, everybody was equipped already. So we were able to Reconvert people in just a few days. And I would also like to congratulate the work of the Board of Directors. They met much more frequently In a more dense way, 2020 was a year of how to react to the crisis, but it was also An intense year in terms of acquisition and strategic consummation.

This intense work really enabled us to deal with each situation and to make sure that there was no discrepancies between the reality in the field and the Board of Directors. So I would say local digitization, strong involvement of the Board and of the Executive Committee. And maybe one final thing. We took the opportunity of this crisis in a way to kind of reinvent our way of working and to have cycles of exchanges Communications were much more frequent. So at the end of the day, we saw the commitment of our employees increasing despite all difficulties.

Speaker 1

We now have a written question from Mr. Michel Lafont. The price of the share has been significantly increased over the past few months. Why? I understand that Financial Markets are obviously approving your strategy, but what about any other levers?

Speaker 6

It would be too hasty to say anything about the But there are several elements to take into account here. First, your company has been positioned on And ESG, So structurally speaking, we positioned ourselves on needs that are really developed. Hoping. We position Schneider Very much on those parts of the markets that are The growing ones and that at the same time enable the same resilience to crisis and resistance to crisis. I would like to Mention a few number of things here.

We are the world leaders in what we're doing. We are highly focusing. But since we are specializing We have a leadership in many of our activities. We have also balanced positions to better withstand crisis that could happen in any part of the world. Geographically speaking, we are the most global company in our industry and maybe the most global one in France.

But in terms of Final segments, we have a 50% presence on tertiary IT applications and 50% on infrastructures and industry. Pleased. And over the past years, We balanced our traditional activity that was connected to projects with activities that Through the lifecycle of Facilities, Services and Software notably representing 17% of our revenues. And given the acquisition 2020 will be making additional revenues. Thirdly, More than 15 years old commitment in ESG and sustainable development Financial environment, the financial investments came to over the past 2 years.

And There's also the performance and our willingness, Schneider,

Speaker 2

to

Speaker 6

reposition the Company, strategically speaking, on high quality activities by increasing and speeding up the development of activities, having a large Margin that generate more cash and by this investing part of our portfolio where we have Less good strategic positions and then where we are less efficient financially speaking. I want to give a vision for this ambition, a 2 year vision where we have a 17% operational margin. And this will not be the end of the journey. So all these reasons considered means that Schneider is recognized in its own industry. And also and essentially by the financial and certain exchange environment.

Speaker 1

Going to get through a recent question, Mr. Christian Dulac. After all the acquisitions made in software in 2020, is Schneider going to become a software company?

Speaker 6

We are already a software company. If we look at the 2020 7% of our revenues are coming from agnostic software. They do work with Schneider Systems, 2 3 Systems. So we are a fully software company, a full software company. And what we're doing in control systems is just software, control So it's already 17% of pure software.

To this, we must add what we're doing in the digital world it means that 40% of our revenues coming from digital sector. Our acquisition for 2020 We'll increase this to a higher level. So It's very simple for Schneider. Everything we sell I'm Tomorrow, but it's not far away. We'll be connected.

And what we're selling will have a digital image either on a mobile device or on analytics or Artificial intelligence devices and all this will give meaning to be collected data. So Schneider is already a software company. One specificity, it is a leader in IoT. The Internet of Things and meaning that we are pioneers or leaders in the connectivity of the physical world To the digital world and for our Clients, we are creating a digital twin of their facilities being connected to the physical reality of their respective facilities.

Speaker 1

You've heard a new written question asked by Mr. Pierre Grand Jean. How do you help and support customers and countries where you're working in the energy transition?

Speaker 6

We already talked about that. But the first thing is to talk with our clients, and each has a different topic, a different concern. So with them, we want to set up a measurement system A strategy to implement what they want so that they can make this energy transition. Solutions we can offer are digitization and measurement. As I've just said, these are systems based on automation systems to reduce energy consumption, systems for decarbonation In terms of energy supply and finally, when we work with electricity companies whose difficult work is to manage This

Speaker 2

new

Speaker 6

Electrical grid, smart grid, where we want to make for them not to give them smart grid or Systems for local management of energy so that they can optimize this equation of energy management. All this enables Schneider

Speaker 2

to supply

Speaker 6

a solution that no other company in the world can offer.

Speaker 1

We have a written question asked by Madame Odile Luneau. We are in the middle of a job crisis. I'm talking about young people here. Students find it difficult to find their first job. What about Schneider Electric?

What do you do to try and solve this specific problem?

Speaker 6

Again, this is a very good question. The Schneider's commitment in the integration of young people Into their professional life and in education as well, this is something that we are really working on. And This has been the case for 20 years. In France, we have a Schneider School That curricular on the new technologies, renewable energies, Automation, buildings, the industry of the future. So we set up the curricula as we know the technologies.

And then We give these to the national education systems in France or to other educational systems in the world. Our is to help The education systems to integrate all these new technologies. I can take the example of France since General General Meeting is taking place in France. But right from the beginning, 2 or 3 years ago, we decided to strongly increase our commitment in apprenticeship. We doubled the number of apprentices.

This commitment has been maintained during the COVID crisis. We believe a lot in the together with academic institutions of Curricular. And we also believe in the in I'm being the best way to integrate young people Into professional life, making their entry into companies be as practical as possible. I could also quote different programs in many countries in the world for which we have been working with the schools So as to and of integration programs and educational programs.

Speaker 1

We have received one last written question by Mr. Jacques Dilwa. How to guarantee the transformation of competencies and skills of your teams towards digital skills.

Speaker 3

When we look at the future, we know that what we're going to do in the future will have this digital dimension. I couldn't say that there are 2 different digital worlds. Every saying we'll have this digital thing. And of course, that means we are juggling with a number of things. To start with, we have ongoing I'm in the group so that people could acquire more skills in this area.

Number 2, we're recruiting people from outside, people who are highly motivated. They want to reduce the carbon footprint in the world. What they want is to provide energy to 1,000,000,000 people who do not have energy for the time being. And thanks to that, We can have a group of people who know what is all about in Schneider. And as I said, as we have said and repeated Many, many times over during the general meetings, we acquire companies as well.

Thanks to which we can gain these skills. And we have to make sure that those who join the group stay with us developing our group so that they would give us this digital culture that we need in addition to the traditional business lines that we're proud of.

Speaker 1

Actions. Now let's move on to the resolutions. Seguelen, you have seeing to both the ordinary shareholders meeting and the extraordinary shareholders meeting has been met. First resolution, approval of statutory QE financial statement for the 2020 fiscal year. The resolution was adopted with a majority of 99.93% of the votes cast.

2nd resolution, approval of consolidated financial statement for the 2020 fiscal year. This resolution is adopted with the majority of 99.98 percent of the votes. 3rd resolution, appropriation of profit for the fiscal year and setting the dividend. Resolution is adopted of the majority of 99.56 percent of the votes cast. 4th resolution, approval of regulated agreements governed by Article L225 38, and sequence of the French Commercial Code.

This resolution is adopted to the majority of 99.97 percent of the votes cast. 5th resolution, approval of the information on the directors and corporate officers' compensation paid or granted for the fiscal year ending 31st December 2020 mentioned in Article L22109 of the French Commercial code. This resolution is adopted with a majority of 95.05 of the votes cast. 6th resolution approval of the confident of the total compensation and benefits of all types paid during the 2020 fiscal year are awarded in respect to the state fiscal year to Mr. Jean Pascal Tricois.

This resolution is adopted with a majority of 87.31 percent of the votes cast. 7th resolution, approval of the Chairman and Chief Executive Officer's Compensation Policy. This resolution is adopted with the majority of 81 point 07 percent of the votes cast. 8th, resolution, approval of the directors' compensation policy. This resolution is adopted with a majority of 91.97 percent of the votes cast.

9th resolution, renewal of the term of office of Mr. Jean Pascal Tricois. This Resolution is adopted with the majority of 94.92 percent of the votes cast. 10th resolution, appointment of Mrs. Anna Olson Lejens as a Director.

This resolution is adopted with the majority of 87.15 percent of the votes cast, 11th resolution appointment of Mr. Thierry Jacquet as Director representing the employee shareholders. This resolution is rejected by a majority of 90.43 percent of the votes cast. 12 resolution, appointment of Mrs. Zena Sisko as Director representing the employee shareholders.

This resolution is rejected by a majority of 97.16% of the votes cast. 13th resolution, renewal of the term of office of Mrs. Chauma as Director representing the employee shareholders. This resolution is adopted with a majority of 92.98% of the votes cast. 14th resolution.

Appointment of Mrs. Malen Gviste Kristensen as Director representing the employee shareholders. This resolution is rejected by a majority of 97.11 percent of the votes cast. 15th resolution, authorization granted to the Board of Directors to buy back company shares. This resolution is adopted with a majority of 98.70 percent of the votes cast.

16th resolution. Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares of securities, giving access to share capital of the company with shareholders preferential subscription right. This resolution is adopted with the majority of 92 point 12% of the votes cast. 17th resolution, delegation of authority by to the Board of Directors to increase the capital by issuing ordinary shares or securities, giving access to share capital of the company without shareholders preferential subscription right through a public offering other than those referred to in Article L4,112, of the French Monetary and Financial Code. This resolution is adopted with a majority of 93.51 percent of the votes cast.

18th resolution, delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares or securities, giving access to share capital of the company with our shareholders preferential subscription rights through an offering in accordance with Article L41121 of the French Monetary and Financial Code. This resolution is adopted with the majority of 92.60 percent of the votes cast. 19th resolution, delegation of authority to the Board of Directors to increased number of shares to be issued in the event of the capital increase with or without shareholders preferential subscription. This resolution is adopted with the majority of 86.97 percent of the votes cast. 20th resolution, delegation of authority to the Board the authority to the Board of Directors to increase the capital by issuing ordinary shares of securities, giving access to share capital of the company with our shareholders preferential subscription in consideration of contributions in kind to the company.

This resolution is adopted with a majority of 97.65 percent of the votes cast. 21st resolution, delegation of authority to the Board of Directors to increase the capital by capitalizing additional paid in capital reserves, earnings or other. This resolution is adopted with majority of 99.57 percent of the votes cast. 22nd resolution, delegation of authority to the Board of Directors to undertake capital increases reserved for participants in a company savings plan without shareholders preferential subscription right. This resolution is adopted with a majority of 96.33 percent of the votes cast.

23rd resolution, delegation of authority to the Board of Directors to undertake capital increases reserved for employees of certain non French subsidiaries of the group directly of our entities acting to offer those employees benefits comparable to those offered to participants in the company savings plan without shareholders' preferential subscription rate. This resolution is adopted with a majority of 96.36 percent of the votes cast. 24th resolution, authorization to the Board of Directors to cancel shares of the company bought back by the company under the share buyback programs. This resolution is adopted to the majority of 95.63% of the votes cast. 25th resolution amendment of the Article 13 of the articles of association to correct a material error.

This resolution is adopted with majority of 9.09 percent of the votes cast. 26 resolution powers 4 formalities. This resolution is adopted with a majority of 99.99 percent I will now give the floor to Jean Pascal Tricois, who will close this meeting.

Speaker 2

Maxon,

Speaker 3

well, in a ring and everybody I'd like to thank you for these presentations. Thank you for attending our Annual General Meeting. As you know, the times are tough. But I think that we've fared well, as you've seen. We've even managed to grow.

One of the questions asked We're dealing with that. Someone was saying these are exceptional times. I hope it's going to be exceptional and that soon we'll be back to some type of normality. Thank you for trusting. And our group, thank you for your investments.

Thank you for supporting our development and supporting our strategic plan. I hope that we're going to meet you again soon. So that we can tell you more about the development of your group. Thank you very much.

Speaker 1

Ladies and gentlemen, thank you for following this meeting. And before we adjourn, I invite you to take care of yourself. Please take note of the date of Schneider Electric Next Annual Shareholders Meeting to be held on 28th April 2022. We hope to see you there. And take care of yourself.

Take care of one another.

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