LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

B – Determination of the calculation principles, criteria and weightings applicable to the annual and long-term variable compensation components attributable to the Chief Executive Officer for the 2019 financial year Annual variable compensation of the Chief Executive Officer for the 2019 financial year The principles for the calculation of variable compensation for the 2019 financial year, including applicable criteria and their weighting shown in the table below, were determined by the Board of Directors at its meeting held on March 20, 2019 on the recommendation of the Compensation Committee. At its meeting on March 20, 2019, on the recommendation of the Compensation Committee, the Board of Directors decided to maintain unchanged the weighting of quantifiable and qualitative criteria of annual variable compensation that had been established for the 2018 financial year, along with its target and maximum amounts. The Board of Directors and the Compensation Committee, as part of the 2018 compensation policy, increased the Chief Executive Officer’s variable compensation as a percentage of his total compensation, thereby seeking to place the emphasis on annual variable compensation in order to incentivize financial and extra- financial performance. The nature of the annual variable compensation criteria remained unchanged except for: W the CSR criterion relating to the quantifiable portion of annual variable compensation: the criterion concerning Legrand’s inclusion in benchmark CSR indices has been replaced by a criterion linked to the Group CSR roadmap achievement rate. That alteration is justified by the intention to ensure that the quantifiable CSR criterion used to determine the Chief Executive Officer’s variable compensation is aligned with that applied to Executive Committee members; W the general criteria relating to the qualitative portion of annual variable compensation which are three (i) risk management, (ii) workforce-related initiatives and dialogue (iii) diversity and gender equality.

Implementation for 2019 At its meeting on March 20, 2019, the Board of Directors, on the recommendation of the Compensation Committee, approved the following principles regarding the compensation policy applicable to the Chief Executive Officer for the 2019 financial year: W fixed annual compensation amounting to €700,000 . This amount was set by the Board of Directors on March 20, 2019, after considering the level of responsibility, profile and experience of the new Chief Executive Officer as well as market practices. This amount is identical to the annual fixed compensation amount arising from the 2018 compensation policy; W variable compensation, the target value of which was set at 100% of fixed compensation (three quarters quantifiable and one quarter qualitative) , potentially ranging between 0% and 150% of fixed compensation, depending on the level of achievement of the predefined quantifiable and qualitative criteria presented on pages 211-212. It should be noted that variable compensation as a percentage of total compensation remains unchanged compared with the 2018 compensation policy. The Board of Directors wished thereby to continue placing the emphasis on annual variable compensation in order to incentivize financial and extra-financial performance; W long-term compensation in the form of performance share plans , the target value of which has been set at 200% of the fixed compensation and which will be converted into shares. The number of shares can range thereafter between 0% and 150% of the initial award based on the level of achievement of four financial and extra-financial criteria measured on the basis of a three-year average and detailed on pages 212-214. It should be noted that long-term compensation as a percentage of total compensation and the nature of performance criteria remain unchanged compared with the 2018 compensation policy.

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Choice of performance criteria for annual variable compensation and target-setting method

Performance criterion

Reason for criterion

Target-setting method

Adjusted operating margin before acquisitions

The ranges of the performance targets to be reached correspond to the Company’s annual targets, disclosed to themarket uponpublicationof theannual financial statements of the previous year (in February). ConsistencywiththeGroup’sgrowthmodel(measuredbysales growth during the year resulting from changes in scope). Consistency with the Group’s social responsibility commitments as part of its CSR roadmap.

Alignment with published annual targets

Organic sales growth

Alignment with published annual targets

Acquisitions

Consistency with the Group’s growth model

Achievement rate of the CSR roadmap

The CSR roadmap is central to the Group’s business model. It aims to ensure that the Group achieves profitable, sustainable growth while respecting all stakeholders.

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LEGRAND

REGISTRATION DOCUMENT 2018