LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

6.1.4 – General Management of the Company

R 6.1.4.1 IDENTITY OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY Mr. Benoît Coquart is responsible for the general management of the Company. The Board of Directors on February 7, 2018, on the proposal of Mr. Gilles Schnepp and the recommendation of the Nominations and Governance Committee, decided to separate the offices of the Chairman and Chief Executive Officer as of February 8, 2018, and to appoint Benoît Coquart as Chief Executive Officer. Please see page 368 of the Company’s registration document for the biography of Mr. Benoît Coquart. R 6.1.4.2 FUNCTIONING OF GENERAL MANAGEMENT Principles The Board of Directors decides, under the conditions set out in the Company’s Articles of Association, whether the general management is performed by the Chairman of the Board of Directors or by another individual bearing the title of Chief Executive Officer. Shareholders and third parties are informed of this decision in accordance with applicable laws and regulations. The management structure can be changed at any time. The Board of Directors must discuss whether to keep the current systemwhenever the mandate of the Chairman of the Board of Directors or the Chief Executive Officer comes to an end. Where the Chairman of the Board of Directors is responsible for the general management of the Company, the following provisions relating to the Chief Executive Officer apply. The Chief Executive Officer must always be a natural person aged under 65 at the time of appointment. When the Chief Executive Officer has reached this age limit, he/she is considered as having resigned from the role after the Ordinary Shareholders’ General Meeting called to approve the financial statements from the past year and held in the year the age limit is reached. The Chief Executive Officer is always eligible for reelection. The Chief Executive Officer may or may not be a director. If the Chief Executive Officer is not a director, he/she attends meetings of the Board of Directors in an advisory capacity, except if the Board decides otherwise by a simple majority. If the Chief Executive Officer is temporarily unable to perform his/her functions, the Board of Directors may appoint a director to act as Chief Executive Officer. The Board of Directors shall determine the Chief Executive Officer’s compensation and term of office. If the Chief Executive Officer is a director, this term of office may not extend beyond his/her term of office as a director. Choice of the Company’s general management method

On the proposal of the Chief Executive Officer, the Board of Directors may appoint a maximum of five Chief Operating Officers to assist him/her. Chief Operating Officers must always be natural persons. They may or may not be directors. In agreement with the Chief Executive Officer, the Board shall determine the scope and duration of the Chief Operating Officer’s powers, which may not exceed the powers of the Chief Executive Officer or the duration of the Chief Executive Officer’s term of office. The Board shall determine the compensation of each Chief Operating Officer. If the Chief Executive Officer leaves, the Chief Operating Officer shall remain in office unless a new Chief Executive Officer is appointed (unless a decision to the contrary is taken by the Board). Chief Operating Officers can be re-appointed and are subject to the same age limits as the Chief Executive Officer. Choice by the Board of Directors of whether to separate the offices Chairman and Chief Executive Officer According to the Code of Corporate Governance, “corporations with Boards of Directors have a choice between separation and combination of the offices of Chairman and Chief Executive Officer. The law does not favor either formula and allows the Board of Directors to choose between these two forms of executive management”. At its meeting of March 17, 2006, the Board of Directors decided to combine the functions of Chairman and Chief Executive Officer, both to be assumed by Mr. Gilles Schnepp. This form of governance was chosen in the context of the Company’s initial public offering. Mr. Gilles Schnepp, during the Board of Directors meeting of February 7, 2018, proposed to the Board of Directors a change in governance for the Group in order to proceed with the Company’s development under the best possible circumstances. Therefore, on the proposal of Mr. Gilles Schnepp and the recommendation of the Nominating and Governance Committee, the Board of Directors decided to separate the offices of the Chairman and Chief Executive Officer as of February 8, 2018. This permanent separation is in line with best governance practice. It allows both offices to be fully exercised. Consequently, in its February 7, 2018 meeting, the Board decided to renew Mr. Gilles Schnepp’s term of office as Chairman of the Board of Directors, to recommend the renewal of his term of office as director during the next Shareholders’ General Meeting on May 30, 2018, and to appoint Mr. Benoît Coquart to succeed him as Chief Executive Officer of Legrand.

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LEGRAND

REGISTRATION DOCUMENT 2018