LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

W 40% of the target fixed compensation based on a 20.25% achievement rate for 2018 adjusted operating margin (based on the 2017 scope). The compensation rate can vary between 0% and 60% of fixed compensation for an adjusted operating margin (based on the 2018 scope) of between 20.0% and 20.5% (annual target disclosed to the market at the beginning of 2018). The performance achieved in 2018 was 20.2%, giving an entitlement equal to 32% of fixed compensation, W 15% of the target fixed compensation based on the achievement of organic sales growth of +2.5%. The compensation rate can vary between 0% and 22.5% of fixed compensation for organic sales growth of between +1.0% and +4.0% (annual target disclosed to the market at the beginning of 2018). The performance achieved in 2018 was +4.9%, giving an entitlement equal to 22.5% of fixed compensation, W 10% of the target fixed compensation based on the achievement of 2018 sales growth through acquisitions of +5%. The compensation rate can vary between 0% and 15% of fixed compensation for sales growth through acquisitions of between +0% and +10.0%. The performance achieved in 2018 was +7.8%, giving an entitlement equal to 12.8% of fixed compensation, W 10% of target fixed compensation based on Legrand’s membership of 12 benchmark CSR indices. The compensation rate can vary between 0% and 15% of fixed compensation if Legrand is a member of between 7 and 14 benchmark CSR indices. The performance achieved for 2018 was 9, giving an entitlement equal to 4.0% of fixed compensation; b) the target value of the quantifiable portion was set at 25% of the fixed compensation, with a possible variation between 0% and 37.5% of said fixed compensation. The 2018 achievement rate for this qualitative portion equaled 33% of the fixed compensation. The Compensation Committee considered, in the light of the criteria below, that particularly significant efforts had been made in these areas. This 2018 achievement rate was determined on the basis of the following criteria: W 12% of fixed compensation (10% target) based on sales growth: attributable in particular to the increase in market share, in particular highly satisfactory performance in terms of organic growth and general outperformance of competitors; new products, with a particular build-up in products developed as part of the Eliot program; sales policies; accessing new markets; and alliances and partnerships (including outside France) including numerous alliances and partnerships that provide attractive opportunities for growth in key areas for the Group, W 15% of fixed compensation (10% target) linked to the external growth policy: attributable in particular to compliance with set geographical and business priorities; a steady pace of acquisitions including a strong pipeline of potential targets in line with defined priorities; emphasis on multiples paid compared to those of the market and to those paid for peers under the same market and geographical conditions; emphasis on the potential dilutive effects of acquisitions on the Group’s performance; the quality of integration with respect to acquisitions already made, particularly the very efficient integration of Milestone AV Technologies, acquired in 2017, and its outperformance relative to the valuation model,

W 6% of the fixed compensation (5% target) linked to other general criteria and in particular risk management, workforce-related initiatives and dialogue, diversity and gender balance, and succession plans.

Long-term compensation

Future Performance Units In 2018, no award of Future Performance Units was made in respect of the previous financial year. Stock options In 2018, no options to purchase or subscribe shares were awarded. Performance shares As concerns the award of performance shares in 2018, Mr. Benoît Coquart was awarded 19,366 performance shares subject to the future performance criteria detailed in the section “Existing performance share plans” on pages 228-230 of this registration document. Their value was determined by an independent expert pursuant to IFRS 2 and amounts to €1,098,757. The award corresponds to the annual amount provided for by the compensation policy for the Chief Executive Officer, detailed on page 211 of the 2018 registration document, reduced in proportion to the period during which Mr. Benoît Coquart held the role of Chief Executive Officer (i.e. from February 8, 2018). The vesting period of the performance shares awarded in 2018 will end on June 16, 2021. On that date, performance and presence criteria will be verified, bearing in mind that with respect to presence, the following rules are applicable to Mr. Benoît Coquart: W should the Chief Executive Officer resign during the vesting period, the shares initially awarded by the Board of Directors will not vest; W in the event of dismissal, non-renewal or retirement of the Chief Executive Officer during the vesting period, only part of the shares will vest, subject to the performance criteria on the date the vesting period ends, calculated in proportion to his presence in the Company during the vesting period; W in the event of death during the vesting period, the Chief Executive Officer’s heirs may request that ownership of all shares that the Board of Directors initially awarded to the deceased Chief Executive Officer be transferred to them, in accordance with statutory arrangements, without waiting until the end of the vesting period; W in the event that the Chief Executive Officer becomes permanently disabled, within the meaning of French law or that of his country of residence, he or she may, under French law, ask that ownership of all shares that the Board of Directors initially awarded be transferred to him/her without waiting until the end of the vesting period.

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LEGRAND

REGISTRATION DOCUMENT 2018