LEGRAND / 2018 Registration document

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SHARE OWNERSHIP PERFORMANCE SHARES

7.3 – PERFORMANCE SHARES

Table 10 – Bonus share grants

2015, 2016, 2017 and 2018 performance share plans

The following performance share plans were also approved by the Company’s Board of Directors:

2015 Plan

2016 Plan

2017 Plan

2018 Plan

Date approved by shareholders

05/24/2013

05/24/2013

05/27/2016

05/27/2016

Grant date

05/29/2015

05/27/2016

05/31/2017

05/30/2018

498,323 (1)

487,532 (1)

518,900

Total number of performance shares granted free of charge

390,866 (1)

total number of performance shares granted free of charge to corporate officers

15,361 (1)

12,388 (1)

19,366 (1)

14,659 (1)

W Gilles Schnepp

14,659

15,361

12,388

0

W Benoît Coquart

n/a

n/a

n/a

19,366

Total IFRS 2 charge (in € millions)

16.3 (2)

20.3 (2)

24.8 (2)

28.5 (2)

06/15/2021 (3) 06/15/2022 (4) 06/15/2023 (3) 06/15/2022 (4)

End of vesting period

06/17/2019

06/17/2020

06/17/2021

End of lock-up period

06/17/2019

06/17/2020

06/17/2021

Number of performance shares subscribed as of December 31, 2018

0

0

0

0

Cumulative number of performance shares cancelled, forfeited or adjusted

(19,078)

(15,961)

(2,692)

(56,530) (5)

Performance shares granted free of charge but unvested as of December 31, 2018

334,336

479,245

471,571

516,208

(1) Given the dividend payment arrangements approved in the Shareholders’ General Meetings of May 29, 2015, May 27, 2016, May 31, 2017, May 30, 2018, the number of performance shares granted was adjusted to take into account the impact of these transactions on the interests of performance share beneficiaries, in accordance with article L. 228-99 of the French Commercial Code. Moreover, the number of performance shares has been reduced following Gilles Schnepp’s decision to waive part of his entitlement to performance shares granted under the 2015 and 2016 plans. (2) Total charge estimated at the grant date assuming 100% achievement of each performance criterion. This charge is spread over the 4 years of the vesting period. (3) Date applicable to the Executive Officer and the members of the Executive Committee. (4) Date applicable to beneficiaries other than the Executive Officer and members of the Executive Committee. (5) Including performance shares adjusted in view of performance conditions being 90.8% attained.

If all these shares from the 2015, 2016, 2017 and 2018 plans were allotted according to the target grants before the application of performance criteria (i.e., 1,801,360 shares), that would represent a 0.7% dilution of the Company’s capital at December 31, 2018. Under the 2018 Plan, in respect of the 2018 financial year, 87,703 performance shares were awarded free of charge to the 10 non- corporate officer employees of the Company with the highest share awards, before applying the performance and employment conditions attached to said shares.

Information on the shares awarded to Company Officers or vested during the financial year ended December 31, 2018 is included in section 6.2.2.1 of the Company’s registration document. Company Officers are subject to the requirement to hold at least 30% of all shares acquired (including options and performance shares) until the termination of his duties.

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LEGRAND

REGISTRATION DOCUMENT 2018