LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

Criteria and targets for annual variable compensation for 2019

Min

Target

Max

40%

Operating margin

2019 adjusted operating margin (at 2018 scope)

As a % of fixed compensation

0%

60%

Indicator value

19.9% 20.3% 20.7%

15%

Organic sales growth 2019 organic sales growth As a % of fixed compensation

0%

22.5%

Quantifiable portion: 3/4 of annual variable i.e. 75% of target fixed compensation

Indicator value

0%

2%

4%

10%

Acquisitions

2019 sales growth resulting from changes in scope

As a % of fixed compensation

0%

15%

Indicator value

0%

5% 10%

10%

Corporate Social Responsibility (CSR)

Group CSR roadmap achievement rate

As a % of fixed compensation

0%

15%

Indicator value

70% 100% 130%

QUANTIFIABLE TOTAL

0% 75% 112.5%

10%

Sales growth

Changes in market share, new products, sales policies, access to new markets, alliances (including outside France), expansion in new economies Compliance with priorities, emphasis on multiples paid, emphasis on any dilutive effects of acquisitions on the Group’s performance, integration of acquisitions already made Risk management, workforce-related initiatives and dialogue, diversity and gender equality

0%

15%

10%

Acquisitions policy

0%

15%

Qualitative portion: 1/4 of annual variable i.e. 25% of target fixed compensation

5%

General criteria

0%

7.5%

QUALITATIVE TOTAL

0% 25% 37.5%

VARIABLE TOTAL AS A % OF FIXED COMPENSATION

0% 100% 150%

Choice of performance criteria for long-term variable compensation and target-setting method It should be noted that: W the first two performance criteria are aligned with the Company’s targets disclosed in February. These are annual targets concerning adjusted operating margin before acquisitions and organic sales growth. These indicators are central to Legrand’s profitable growth-based business model; W the third criterion is of an extra-financial nature, based on the achievement of the Group’s commitments in terms of Corporate Social Responsibility within the framework of its CSR roadmap, which is central to Legrand’s model and aims to ensure sustainable growth with respect to all stakeholders; W the last criterion is based on Legrand’s share price performance compared with that of the CAC 40 index, thus making it possible to assess performance in relative terms, on the understanding that the principle of non-payment if the share price underperforms the CAC 40 index (as described in point 4 below) would apply to this criterion.

Long-term compensation paid to the Chief Executive Officer for the 2019 financial year In respect of 2019 financial year, the Chief Executive Officer’s long-term compensation consists of a performance share plan (the “ 2019 Performance Share Plan ”), decided by the Board of Directors at its meeting on March 20, 2019 on the recommendation of the Compensation Committee. This initial award, which will be converted into performance shares when the Board of Directors meets on May 29, 2019 at the end of the 2019 General Meeting, corresponds to 200% of the target amount of fixed compensation, with a possible variation between 0% and 150% of the initial award based on future performance criteria. 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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LEGRAND

REGISTRATION DOCUMENT 2018