LEGRAND / 2018 Registration document

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ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

R CONDUCT OF SHAREHOLDERS’ GENERAL MEETINGS

determined by law or the regulations in force. Such shareholders are then deemed present for the calculation of the quorum and majority. An attendance sheet is kept for each meeting as required by law. R DELIBERATIONS AND POWERS OF SHAREHOLDERS’ GENERAL MEETINGS The Ordinary and Extraordinary Shareholders’ General Meetings, voting under the quorum and majority conditions specified by the respective provisions that govern them, exercise the powers assigned to them in law.

Shareholders’ General Meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by the Vice-Chairman or by a Director specifically appointed for this purpose by the Board of Directors. Otherwise, the Meeting itself elects its Chairman. Any shareholder may, if the Board of Directors allows them to do so in the notice of meeting, participate in a Shareholders’ General Meeting via videoconferencing or other electronic means of telecommunications or transmission, under the conditions

9.3.6 – Provisions to delay, defer or prevent a change of control

The Company’s articles of association contain no provisions to delay, defer, or prevent a change of control.

9.3.7 – Crossing of statutory ownership thresholds

In addition to the legal provisions applicable in the matter, any natural or legal person who comes to hold, directly or indirectly (including through a controlled company within the meaning of article L. 233-3 of the French Commercial Code), 2% of the Company’s share capital or voting rights (the total number of voting rights to be used as the denominator is calculated on the basis of all shares to which voting rights are attached, including shares where the voting rights have been suspended), acting alone or in concert, and in any way whatsoever, must inform the Company of this fact by registered letter with a request for acknowledgment of receipt addressed to the registered office, within four trading days from the date the threshold is crossed, independently of the date on which the shares might have been registered in any account, and must specify the total number of shares and securities giving access to equity, and the number of voting rights that they hold, directly or indirectly, acting alone or in concert. Notice must be

given in the same manner and within the same timeframe when a holding falls below this 2% threshold. Above this 2% threshold, disclosure must be made in the same manner when a threshold of 1% of the share capital or voting rights is crossed in either direction, under the conditions and in accordance with the procedures specified above. In the event of non-compliance with the disclosure obligations set out above, and at the request of one or more shareholders owning at least 2% of the share capital or voting rights (1) , which request shall be recorded in the minutes of a Shareholders’ General Meeting, the shares in excess of the amount that should have been declared shall be stripped of their voting rights, and the shareholder at fault shall be able neither to exercise nor delegate these rights for any Shareholders’ General Meeting held until the expiry of a two-year period following the date when notice was properly served.

9.3.8 – Changes to the share capital

The Company’s share capital may be increased or reduced in the manner laid down by law and by the regulations. The Extraordinary Shareholders’ General Meeting may also decide to carry out stock splits or reverse splits.

(1) Subject to the Shareholders’ General Meeting of May 29, 2019 approving the eleventh resolution (Amendment of article 8.2 of Company Articles of Association) as presented in Appendix 4 to this registration document.

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LEGRAND

REGISTRATION DOCUMENT 2018