LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

annual organic growth of revenues and adjusted operating margin before acquisitions. These indicators are central to Legrand’s business model, based on profitable growth; W the third criterion is of an extra-financial nature, based on the achievement of the Group’s commitments in terms of Corporate Social Responsibility in the framework of its CSR roadmap, which is central to Legrand’s model and aims to ensure sustainable growth with respect to all stakeholders;

W the last criterion is based on the Legrand stock market performance compared with that of the CAC 40 index, thus making it possible to relatively assess performance, on the understanding that the principle of non-payment in case it underperforms the CAC 40 index (as described in point 4 below) would apply to this criterion. The performance criteria proposed thus reflect the Company’s model based on profitable and sustainable growth aligned with the interest of shareholders and are transparent.

Performance criterion

Description of target-setting criteria and method

Weighting

Target of organic growth of revenues Target of adjusted operating margin before acquisitions Annual rates of achievements of the Group’s CSR roadmap

Target: 3-year average of the upper and lower ranges of the annual target concerned. Comparison of the target with the average of achievements over three years. Target: 3-year average of the upper and lower ranges of the annual target concerned. Comparison of the target with the average of achievements over three years.

1/4

1/4

Target: arithmetic average over 3 years of the annual rates of achievement of the Group’s CSR roadmap.

1/4

Legrand stock market performance compared with the performance of the CAC 40 index

Difference in performance between the Legrand stock market price and that of the CAC 40 index over a 3-year period.

1/4

Accordingly, the performance criteria are measured over a three-year period and the calculation of the number of performance shares ultimately granted to the Chief Executive Officer is done according to the following method:

1) Criterion of organic growth of revenues:

06

Between 50% and 90% Between (LR (2) - 2 points) and LR (2)

Between 90% and 110%

Between 110% and 150%

Pay-out rate (1)

0%

90%

110%

150%

Equal to LR (2) Between LR (2) and UR (3)

Equal to UR (3) Between UR (3) and (UR (3) + 2 points)

Higher than (UR (3) + 2 points)

3-year average of the achievements of 2018, 2019 and 2020

Lower than (LR (2) - 2 points)

Illustration of the determination of the 3-year target based on the 2018 allocation plan Lower range of the annual target

Upper range of the annual target

Year 1: 2018

Equal to 1.0%

Equal to 4.0%

Year 2: 2019

Disclosed to the market in February 2019

Disclosed to the market in February 2019

Year 3: 2020

Disclosed to the market in February 2020

Disclosed to the market in February 2020

LR (2)

UR (3)

3-year target: Average of annual targets

(1) Linear calculation of pay-out rate for any result between the limits indicated above. (2) LR corresponding to the 3-year average of the lower ranges of the annual target disclosed to the market. (3) UR corresponding to the 3-year average of the upper ranges of the annual target disclosed to the market.

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REGISTRATION DOCUMENT 2017 - LEGRAND