LEGRAND / 2018 Registration document

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CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

R 6.2.2.3 COMPENSATION OF NON-EXECUTIVE OFFICERS

With regard to the Lead Director, and in view of her specific duties, the Board of Directors decided to award her additional attendance fees corresponding to the fixed portion of her attendance fees for one year (information regarding the Lead Director’s duties is provided in section 6.1.2 of the Company’s registration document). These rules for apportioning attendance fees comply with the Code of Corporate Governance. Lastly, according to the Company’s internal rules, each director is required to acquire, during his/her term of office, a number of shares (which he/she will personally hold) equivalent to one full year of his/her portion of attendance fees. For calculation purposes, it is assumed that the director concerned attends, over one financial year, all meetings of the Board and of the special committee(s) to which he/she belongs, and the reference Legrand share price is the average Legrand share price over the previous financial year. The minimum number of shares to be held personally and kept throughout his/her term of office mandate is set at 500.

Rules for apportioning director attendance fees The Board of Directors apportions attendance fees between Directors based on the recommendation of the Compensation Committee and on the total amount of attendance fees authorized by the Shareholders’ General Meeting. The maximum amount of attendance fees authorized by the May 30, 2018 Shareholders’ General Meeting is €900,000. This amount remains valid until a new resolution setting out a new amount is adopted by the Shareholders’ General Meeting. The Chairman of the Board of Directors does not receive attendance fees and attendance fees are therefore distributed among the other directors including the Director representing employees. The apportionment of attendance fees between directors takes into account directors’ participation in the Board of Directors and its specialized committes. Specific duties, such as those of the Lead Director, may result in the award of additional attendance fees or the payment of exceptional compensation subject to the application of the procedure for related party agreements. The Board of Directors has decided, from the 2018 financial year, to apportion the attendance fees paid to Directors as follows: W €20,000 a year paid to each director as the fixed portion of attendance fees, to which is added €5,000 each time the director attends a Board meeting. As the Board of Directors met eight times in 2018, the maximum variable portion of attendance fees for the year 2018 amounted to €40,000, in line with the Code of Corporate Governance which recommends that the variable portion of attendance fees be predominant; W €2,000 is also paid to each director who is also a member of a specialized committee for each specialized committee meeting they attend (thus, a director who fails to attend any meetings of the specialized committee to which he/she belongs would receive no attendance fees in this regard); and W an additional €20,000 is paid to the Chairman of the Audit Committee and an additional €10,000 paid to the Chairmen of the other specialized committes.

Summary of amounts paid to directors in respect of attendance fees for 2017 and 2018

The table below presents the amounts paid in respect of attendance fees for 2018 and 2017 for directors’ participation in the work done in the previous year. The amount of attendance fees is adjusted according to actual attendance at meetings of the Board of Directors and, in the case of committee members, meetings of Board committees.

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LEGRAND

REGISTRATION DOCUMENT 2018