LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Changes in the composition of the Board of Directors

Changes in the composition of the Board of Directors in 2018 In the course of the 2018 financial year, changes in membership of the Board of Directors were as follows:

End of term of office

Appointment

Reappointment

Mr. François Grappotte (May 30, 2018) Mr. Dongsheng Li (May 30, 2018) Mr. Thierry de la Tour d’Artaise (May 30, 2018)

Mr. Edward A. Gilhuly (May 30, 2018) Mr. Patrick Koller (May 30, 2018) Mr. Philippe Jeulin (June 26, 2018)

Mr. Olivier Bazil (May 30, 2018) Mr. Gilles Schnepp (May 30, 2018)

The directorships of Mr. Olivier Bazil, Mr. François Grappotte, Mr. Dongsheng Li and Mr. Gilles Schnepp ended in 2018. Mr. Olivier Bazil and Mr. Gilles Schnepp have expressed their intention to apply for renewal of their terms of office. Mr. Olivier Bazil and Mr. Gilles Schnepp have been directors of the Company since 2002 and each has at least 25 years of professional experience within the Group. In addition, they have both held offices as directors or as members of the Supervisory Board of CAC 40 companies other than Legrand. They thus bring their experience to the Board and to the specialized committes, as well as their knowledge of the Group and of its business. Mr. Olivier Bazil is also a member of the Strategy and Social Responsibility Committee and of the Nominating and Governance Committee. For his part, Mr. Gilles Schnepp was Chairman and Chief Executive Officer of Legrand fromMarch 17, 2006 until February 8, 2018 and is a member of the Strategy and Social Responsibility Committee. On February 7, 2018, the Board of Directors, as part of the separation of the offices of Chairman of the Board of Directors and of Chief Executive Officer with effect from February 8, 2018, decided, as of that date, to reappoint Mr. Gilles Schnepp as Chairman of the Board of Directors. Consequently, the Board of Directors put forward a motion in the Shareholders’ General Meeting of May 30, 2018 to reappoint these directors for a four-year term. The shareholders voted in favor of this reappointment. Mr. François Grappotte, director of the Company since 2002, did not wish to stand as a candidate for the position he currently holds and informed the Board of Directors accordingly. Mr. Dongsheng Li, director of the Company since 2012, indicated that he did not wish to renew his term of office due to directorships held in other companies listed in China, as holding these terms of office means that he exceeds the threshold for the number of directorships held as recommended by governance best practices. He informed the Board of Directors accordingly. Due to the loss of his status as an independent director on April 6, 2018, Mr. Thierry de La Tour d’Artaise, director of the Company since 2006, indicated that he would resign as a director of Legrand (and as a member of the Nominating and Governance Committee) at the end of the Shareholders’ General Meeting of May 30, 2018.

Under these circumstances, the Board of Directors (on the recommendation of the Nominating and Governance Committee) appointed an external recruitment firm to seek two new directors whose candidacy could be presented at the Company’s Combined Shareholders’ General Meeting on May 30, 2018. The appointment of that firm was also based on the conclusions of the annual self-assessment of the functioning of the Board and its special Committees conducted in 2017 for financial year 2016. Through this assessment, the directors expressed their wish to broaden the Board’s composition by selecting an executive working at a listed company operating within the industrial sector, and with a US citizen profile, given the increasing proportion of the Group’s business taking place in the United States. During the search, various profiles and candidates were examined and received by the members of the Nominating and Governance Committee, which kept the Board of Directors informed of the progress of its work. At the end of this process, and after having ensured that the profiles of selected candidates corresponded to the profiles sought and that the candidates would have the time required for their duties, on the recommendation of the Nominating and Governance Committee, the Board of Directors approved the applications of Mr. Edward A. Gilhuly and Mr. Patrick Koller during the meeting held on March 20, 2018. After having examined the individual situation of each director with regard to the aforementioned independence criteria, the Nominating and Governance Committee designated Mr. Edward A. Gilhuly and Mr. Patrick Koller as independent; none of them maintains a business relationship with Legrand. Mr. Edward A. Gilhuly and Mr. Patrick Koller were therefore appointed as directors of the Company by the Shareholders’ General Meeting of May 30, 2018. Directorships which expire in 2019 Ms. Eliane Rouyer-Chevalier’s term of office as director expires in 2019. She wished to present herself as a candidate for the position she currently holds. Ms. Eliane Rouyer-Chevalier has been a director of the Company since 2011. She also chairs the Audit Committee and is a member of the Compensation Committee. She has financial and accounting qualifications, along with advanced expertise in financial communication and social responsibility, which are particularly useful to the Board and the Committees of which she is a member. Her expertise in regulatory matters is also beneficial to the work done by those bodies.

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LEGRAND

REGISTRATION DOCUMENT 2018