LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

responsibilities and duties assumed by the Chairman of the Board of Directors and related to the office, as provided by the law, the Articles of Association and the internal rules. The main elements taken into account in determining this compensation were (i) the key role of the Chairman of the Board of Directors in connection with all the responsibilities of the Board and its committees as well as the expertise and experience required to carry out these responsibilities and (ii) the analysis, through market studies, of practices relating to compensation paid to non- executive chairmen of CAC 40 companies. No other component of compensation (whether annual variable compensation, long-term compensation, attendance fees, extraordinary compensation or any undertaking set out in the provisions of article L. 225-42-1 of the French Commercial Code) is provided for in the compensation policy applicable to the Chairman of the Board of Directors. It should also be noted that Mr. Gilles Schnepp has waived, at his own initiative, his compensation as Chairman and Chief Executive Officer for the 2018 financial year, i.e. between January 1, and February 7, 2018. Therefore, no ex-ante vote on the compensation policy for Mr. Gilles Schnepp in his capacity as Chairman and Chief Executive Officer for the 2018 financial year will be submitted to the General Meeting of May 30, 2018. R 6.2.1.3 COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER FOR 2018 AS OF FEBRUARY 8, 2018 A – Overall structure of compensation attributable to the Chief Executive Officer for the 2018 financial year At its meeting on March 20, 2018, and upon the recommendation of the Compensation Committee, the Board of Directors, taking market practices into account and in accordance with the recommendations of the Code of Corporate Governance, determined the total compensation attributable to the Chief Executive Officer for his office as from February 8, 2018, based on all the criteria defined in section 6.2.1.1. This compensation comprises three components: W fixed compensation; W annual variable compensation linked to financial and non- financial performance during the year;

W long-term compensation linked to financial and non-financial performance over the long term. Depending on the year, this can take the form of either one of the following financial instruments: W performance shares (corresponding to long-term compensation, attributable to the Chief Executive Officer for the 2018 financial year), W future performance units paid in cash (no “Future Performance Units” are attributable to the Chief Executive Officer for 2018 financial year). Upon the recommendations of the Compensation Committee, the Board of Directors indicated that it had repeatedly proposed a revaluation of Mr. Gilles Schnepp’s compensation when he was Chairman and Chief Executive Officer, because it was below market practices. Mr. Gilles Schnepp had rejected these proposals and chose to maintain his fixed compensation at the same level since 2011, explaining to the Board of Directors that he had invested significantly in the Company’s capital before its IPO (Initial Public Offering) and that the issue of his retention was not a matter of concern. Following the separation of the offices of Chairman and Chief Executive Officer and given the situation and different profile of the new executive officer, the Board of Directors, upon the recommendation of the Compensation Committee, decided to make minor changes to the compensation structure and level applicable to the Chief Executive Officer in order to bring his compensation to a level consistent and reasonable with the market and to guarantee that the compensation will meet its retention objective in a satisfactory manner. The Board of Directors, upon the recommendation of the Compensation Committee, has also emphasized the importance of having a balance between the various components of compensation in line with the strategy of Legrand. The Board of Directors has therefore decided to place the emphasis on annual variable compensation and long-term compensation in order to make them a retention tool and to encourage financial and non-financial performance as well as the value creation on the long run. This revaluation of the compensation was carried out on the basis of analyses and studies of compensation practices of CAC 40 companies for comparable functions conducted by independent external firms.

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REGISTRATION DOCUMENT 2017 - LEGRAND