LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

Table 2 – Summary of compensation awarded to Mr. Gilles Schnepp

2017

2018

Amounts paid in connection with the previous year

Amounts paid in connection with the previous year

Amounts due

Amounts due

(in euros)

Mr. Gilles Schnepp, Chairman and Chief Executive Officer until February 7, 2018 and Chairman of the Board of Directors from February 8, 2018 Fixed compensation

625,000

625,000

625,000

625,000

535,000

-

-

Annual variable compensation

535,000 (1)

-

-

-

-

Long-term variable compensation (2)

Extraordinary compensation

-

-

-

-

Attendance fees

-

-

-

-

0

0

0

0

Benefits in kind (3)

TOTAL

1,160,000

1,160,000

625,000

625,000

(1) Mr. Gilles Schnepp’s variable compensation for the 2017 financial year is €535,000, identical to the variable compensation for the 2016 financial year because Mr. Gilles Schnepp, on his own initiative, waived a portion of his variable compensation for 2017, maintaining it at the 2016 level. Aside from the amount waived, the variable compensation for the 2017 financial year, determined by the Board of Directors on the recommendation of the Compensation Committee, should have been €677,500, corresponding to an achievement rate of 90.3% (equal to 108.4% divided by 120%) of the maximum, i.e. 135.5% (equal to 108.4% divided by 80%) of the target for all quantifiable and qualitative targets. Details of the calculations are given below in the section entitled “Annual variable compensation paid to the Chief Executive Officer” below, on pages 198-199 of the 2017 registration document. (2) There was no award during the last financial year. Regarding the 2013 Performance Unit Plan, note that the vesting period expired on March 7, 2016 and that the achievement rate of the future performance criteria was 100.2%. The 2013 Future Performance Units are subject to an additional two-year lock-in period. The reference value for these units is €63 each, which was the closing price of the Legrand stock on the NYSE Euronext Paris on the last day of the two-year lock-in period, i.e. on March 7, 2018. The total theoretical amount calculated (on the basis of the future performance criteria achievement rate of 100.2% and the share price of €63), i.e. €1,237,670.28, has been capped at €937,500 in accordance with the rule mentioned on pages 172 and 173 of the 2013 registration document. The amount corresponding to 2013 Future Performance Units allotted to Mr. Gilles Schnepp and approved by the Shareholders’ General Meeting at the time of their award and at the end of the vesting period was paid to Mr. Gilles Schnepp in June 2018. Regarding the 2014 Performance Unit Plan, note that the vesting period expired on March 6, 2017 and that the future performance criteria achievement rate was 92.2% of the target and 61.5% of the maximum. The 2014 Future Performance Units are also subject to a further two-year lock-in period as from March 6, 2017, at the end of which their unit value will be determined on the basis of the average daily closing price of Legrand’s shares on the NYSE Euronext Paris market over those two years. The value of Future Performance Units is €60.33 each, equal to Legrand’s average closing share price on NYSE Euronext Paris on the last day of the two-year lock-in period, i.e. on March 7, 2019. The total amount calculated – on the basis of the future performance criteria achievement rate (92.2%), the average share price (€60.33) and the capitalization of 2017 and 2018 dividends – is €849,037. (3) At the date of registration of this registration document, the Group does not fund any benefit.

6

Fixed compensation For the 2018 financial year, the fixed compensation paid to Mr. Gilles Schnepp was €625,000, unchanged since 2011. Annual variable compensation Mr. Gilles Schnepp waived, on his own initiative, his annual variable compensation in his capacity as Chairman and Chief Executive Officer for the 2018 financial year, i.e. between January 1, and February 7, 2018. In addition, he does not receive annual variable compensation as Chairman of the Board of Directors.

Long-term compensation

Future Performance Units In 2018, no award was made in respect of the previous financial year. Stock options In 2018, no options to purchase or subscribe shares were awarded.

Performance shares In 2018, no performance shares were awarded.

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LEGRAND

REGISTRATION DOCUMENT 2018