LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Administration and management of the company

Code of Conduct with respect to trading and market activities

W keep the Board of Directors informed of directorships held in other companies, including participation on the board committees of these companies, both in France and abroad; an executive officer must seek the opinion of the Board of Directors before accepting a new directorship in a listed company, W be assiduous and as far as possible attend all meetings of the Board of Directors and any committee they may belong to; W in the interest of transparency, the annual report includes a report on directors’ attendance at meetings of the Board of Directors and its committees; W directors shall make every effort to attend General Meetings of Shareholders; W the Company recommends that all directors gradually acquire a number of shares during their term of office equivalent to one full year of their share of attendance fees, which they must own personally. To calculate the number of shares, the following are assumed: attendance, for one financial year, at all meetings of the Board and of the special committee(s) of which the relevant director is a member; and using the average price of Legrand shares over the previous financial year as the value for one Legrand share. The minimum number of shares to be held personally and kept throughout the term of office is set at 500. The Company is informed of the number of shares held W apprise the Lead Director and the Board of any actual or potential conflict of interest, and abstain from the related discussions and votes, W avoid any personal involvement with businesses that are competitors of the Company and its Group without having informed the Board of Directors and obtained its consent; W directors are subject to a duty of confidentiality concerning any unpublished information they obtain as a result of their position; W directors shall make sure they receive in time all documents and information necessary for the performance of their duties. It is their responsibility to ask the Chairman to supply all documents they consider necessary for their proper information; W directors who consider the information supplied inadequate may request additional information from the Chairman or the Board of Directors; W directors are to have the broadest possible knowledge of the specific features of the Company, its businesses and the sector it operates in; W directors are to comply with the provisions of the Company’s Code of Conduct with respect to trading and market activities. and includes this information in its annual report. W directors have a duty of loyalty and diligence. In this regard, they undertake to:

In 2006, the Group adopted a Code of Conduct concerning stock market trading activity, which can be accessed on the Company’s website at www.legrand.com. It was revised in the second half of 2016 to take into account the new European rules resulting from EU Market Abuse Regulation no. 596/2014 (MAR), which entered into force on July 3, 2016, and the AMF Position-recommendation no. 2016-08: Since this Code was revised in 2016, the position of Ethics Officer has been held by the Director of Legal Affairs. The purpose of this Code, adopted by the Board of Directors on June 2, 2006 and the new version of which was presented at the Board meeting of November 9, 2016, is to raise awareness among all Company employees regarding: W the legislative and statutory provisions in force concerning the holding, disclosure and use of “inside information” concerning the Company which could apply to them since they may have access to such information by virtue of their positions or duties for the Company; W the rules applicable to the holding of certain sensitive information concerning the Company and in particular to confidentiality obligations and compliance with the blackout periods established by the Company; W the rules for trading the Company’s shares and the preventive measures set up so that each employee may invest in the Company’s shares without contravening market integrity rules; W the penalties incurred in the event of violation of these rules. The Code also specifies: W the appointment of the Ethics Officer, which is the Group’s Executive VP Legal Affairs; W the rules for preparing lists of insiders, which is done by the Ethics Officer and service providers acting in the name and on behalf of the Company who have access to inside information as part of their business relationships with the Company; W the embargo periods during which the Company will not give out any new information about its business or earnings to financial analysts and investors; W the role of the MAR Committee, which was set up when the Company adopted an internal procedure for qualifying and publishing inside information in 2016. This role consists in evaluating, on a case by case basis, whether or not information is privileged in nature and then qualifying and examining the consequences should such information be disseminated. In accordance with this Code, individuals who have financial and accounting information and as such holding information that, while not constituting inside information within the meaning of the MAR criteria, is nevertheless sensitive and confidential, are required to observe the blackout periods determined by the Company. As in the case of individuals with executive responsibilities who are subject to abstention obligations during

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REGISTRATION DOCUMENT 2017 - LEGRAND