LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

Existing performance share plans On the recommendation of the Compensation Committee, the Board of Directors, at its meetings of May 29, 2015, May 27, 2016 and May 31, 2017, approved the creation of performance share plans (the “ 2015 Performance Share Plan ”, “ 2016 Performance Share

Plan ” and the “ 2017 Performance Share Plan ”, respectively) which benefit Mr. Gilles Schnepp in particular. The number of performance shares that will be finally awarded to Mr. Gilles Schnepp will vary between 0% and 150% of the number of shares initially awarded, subject to a presence condition and various performance criteria as described in the tables below.

Weighting of performance criteria by plan

Type of performance criteria

Description of performance criteria

2015 2016-2017

Comparison between the arithmetic mean of Legrand’s consolidated EBITDA margin (1) over a three-year period as published in the consolidated financial statements and the arithmetic mean of EBITDA margins achieved by companies forming part of the MSCI World Capital Goods index over the same period. Arithmetic mean of normalized free cash flow (1) as a percentage of sales over a three-year period, as published in the consolidated financial statements. Arithmetic mean of the average achievement rate of Group CSR Roadmap priorities over a three-year period.

“External” financial performance criterion

33 1/3 %

50%

“Internal” financial performance criterion Extra-financial performance criterion

33 1/3 %

50%

33 1/3 %

0%

(1) As stated on page 201 of the 2017 registration document, it should be noted that a change in accounting standard (IFRS 16) will affect EBITDA and free cash flow in 2019. For more information, please refer to the section on IFRS 16, “Leases”, which can be found in Chapter 8, note 1, section 1.2.1.3 on page 259-260 of the registration document. Given this change, on March 20, 2019 the Board of Directors, based on a recommendation by the Compensation Committee and regarding the performance measurement for 2019 with respect to the 2017 plan, decided to replace the EBITDA and free cash flow criteria with operating margin and adjusted organic growth before acquisitions criteria, in line with the Company’s publicly stated 2019 targets. The method of calculating 2019 performance with respect to the 2017 plan is detailed on page 220.

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The procedure for calculating the number of performance shares definitively awarded to Gilles Schnepp is as follows:

“External” financial performance criterion

Payment rate (1)

0%

100%

150%

2015 Plan

2015 Plan

2015 Plan

Lower than or equal to 4 points

Equal to 8.3 points Equal or higher than 10.5 points

Average gap in EBITDA margin in Legrand’s favor between Legrand and the MSCI average over a three- year period

2016 Plan

2016 Plan

2016 Plan

Lower than or equal to 3.5 points

Equal to 7.8 points Equal or higher than 10.0 points

2017 Plan

2017 Plan

2017 Plan

Lower than or equal to 3.1 points

Equal to 7.4 points

Equal or higher than 9.6 points

(1) For any point between the limits given in the table above, the payment rate is calculated on a straight-line basis.

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LEGRAND

REGISTRATION DOCUMENT 2018