LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

W directors are bound by a duty of loyalty and diligence. In this respect, directors undertake to: W inform the Lead Director and the Board of any actual or potential conflict of interest, and abstain from the related discussions and votes, W avoid any personal involvement with businesses that are competitors of the Company and its Group without having informed the Board of Directors and obtained its consent; W directors are subject to a duty of confidentiality concerning any unpublished information they obtain as a result of their position; W directors shall make sure they receive in good time all documents and information necessary for the performance of their duties. It is their responsibility to ask the Chairman to supply all documents they consider necessary for them to be properly informed; W directors who consider the information supplied inadequate may request from the Chairman or the Board of Directors to stay proceedings; W directors are to have the broadest possible knowledge of the specific features of the Company, its businesses and the sector it operates in; W directors are to comply with the provisions of the Company’s Code of Conduct for Stock Market Transactions. Code of Conduct for Stock Market Transactions In 2006, the Group adopted a Code of Conduct for Stock Market Transactions, which can be accessed on the Company’s website at www.legrand.com. It was revised in the second half of 2016 to take into account the new European rules resulting from EU Market Abuse Regulation no. 596/2014 (MAR), which came into force on July 3, 2016, and AMF Position-recommendation no. 2016-08 (guide to ongoing disclosure and management of inside information). Since this Code was revised in 2016, the position of Ethics Officer has been held by the Executive VP Legal Affairs. The purpose of this Code, adopted by the Board of Directors on June 2, 2006 and the new version of which was presented at the Board meeting of November 9, 2016, is to raise awareness among all Company employees regarding: W the legislative and statutory provisions in force concerning the holding, disclosure and use of “inside information” concerning the Company which could apply to them since they may have access to such information by virtue of their positions or duties for the Company; W the rules applicable to the holding of certain sensitive information concerning the Company and in particular to confidentiality obligations and compliance with the blackout periods established by the Company; W the rules for trading the Company’s shares and the preventive measures set up so that each employee may invest in the Company’s shares without contravening market integrity rules; W the penalties incurred in the event that these rules are breached.

The Code also specifies: W the appointment of the Ethics Officer, who is the Group’s Executive VP Legal Affairs; W the rules for preparing lists of insiders, which is done by the Ethics Officer and service providers acting in the name and on behalf of the Company who have access to inside information as part of their business relationships with the Company; W the embargo periods during which the Company will not give out any new information about its business or earnings to financial analysts and investors; W the role of the MAR Committee, which was set up when the Company adopted an internal procedure for designating and publishing inside information in 2016. This role consists in evaluating, on a case-by-case basis, whether or not information is inside information and then determining and examining the consequences in the event that such information is disseminated. In accordance with this Code, individuals who have financial and accounting information and, as such, hold information that, while not constituting inside information within the meaning of the MAR criteria, is nevertheless sensitive and confidential, are required to observe the blackout periods determined by the Company. As in the case of individuals with executive responsibilities who are subject to abstention obligations during blackout periods under the applicable regulations, such persons are required, as a preventive measure, to refrain from carrying out, either directly or indirectly, on their own behalf or on behalf of others, any transactions involving Legrand shares (i) during the 30 calendar days preceding the date on which the annual, half-yearly or quarterly financial statements are made public by means of a press release regarding the results concerned, including the date of the publication of the press release and for the two trading days after the aforementioned financial statements have been published, and (ii) during any other period W insiders, meaning individuals in possession of information identified as inside information with respect to the MAR criteria by the MAR Committee as part of the implementation of the internal procedure for designating and publishing inside information and who were notified by the Ethics Officer of their inclusion on the Company’s list of insiders. These individuals must comply with the rules applicable to the holding, disclosure and use of inside information and in particular the absolute prohibition on carrying out any transaction on the Company’s shares while such information has not yet been made public; W individuals involved in preparing the Company’s financial and accounting information, who are not included on the Company’s list of insiders but are on the list of individuals subject to blackout periods insofar as they hold financial or accounts-related information which, while not necessarily constituting inside information with regard to the MAR criteria, is nevertheless sensitive and confidential. These individuals are required to comply with the abstention obligations during the blackout periods defined and communicated by the Ethics Officer. The Code has three categories of individuals:

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LEGRAND

REGISTRATION DOCUMENT 2018