LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Compensation and benefits of company officers

Contract of employment of the Chief Executive Officer In accordance with the Code of Corporate Governance, no employment contract remains between the Chief Executive Officer and the Company. In accordance with the Code of Corporate Governance, the Chief Executive Officer, who is a former employee of one of the Group’s companies, has ended his employment contract without any indemnity, by resigning before his appointment as Chief Executive Officer of the Company. Incentive schemes and Profit sharing The Company has for many years implemented a derogatory profit-sharing and participation agreement in favour of all of its employees and those of its main French subsidiaries. The Chief Executive Officer no longer benefits from this scheme since his appointment as Chief Executive Officer on February 8, 2018. Other non-monetary compensation components (company car, pension plan, supplementary health insurance coverage and more) The Chief Executive Officer has a company car. Furthermore, at its meeting held on February 7, 2018, the Board of Directors decided that the Chief Executive Officer would continue

to benefit from the “medical expenses” supplementary health insurance coverage and the “pension plan : death, incapacity and invalidity”, applicable to the Group’s French executives, since he is assimilated, regarding his social and tax status, to an executive. He would benefit from the same conditions as the other employees of the category to which he is assimilated. For 2018, the Company’s contribution for Benoît Coquart would represent an amount of €6,465.84. This amount is given for information purposes only. The eighth resolution submitted to the vote of the General Meeting of May 30, 2018 will ask the Company’s shareholders to approve this undertaking in favor of the Chief Executive Officer. Such undertaking is presented in detail in the Statutory Auditor’s special report on related party agreements and undertakings in section 7.4.2 of the Company’s Registration Document (pages 223–224). Signing bonuses The Chief Executive Officer does not or will not receive any compensation for taking up his duties, intended to make up for the loss of benefits resulting from his appointment.

6.2.2 –Compensation and benefits of company officers for 2017

R 6.2.2.1 COMPENSATION AND BENEFITS OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR 2017 FINANCIAL YEAR The summary tables of all of the components of due and paid compensation for the 2016 and 2017 financial years to Mr. Gilles Schnepp, Chairman and Chief Executive Officer on December 31,2017, are presented below.

Table 1 – Summary of compensation, stock options and shares allocated to the Chairman and Chief Executive Officer

2016

2017

Gilles Schnepp, Chairman and Chief Executive Officer Compensation due in respect of the financial year (see Table 2 below for details)

1,160,000

1,160,000

(in euros)

Valuation of the stock-options awarded during the financial year (see Table 4 below for details)

Number of stock-options

-

-

-

-

(in euros)

Valuation of performance shares allocated during the financial year (see Table 6 below for details) Number of shares

-

-

Value (in euros)

659,391 (1)

668,381 (2)

Valuation of long-term variable compensation awarded during the financial year

Number of shares

-

-

Value (in euros)

-

-

TOTAL 1,819,391 1,828,381 (1) Value of performance shares allocated in 2016, as determined by an independent expert pursuant to IFRS 2, and subject to the future performance criteria detailed in the section on “Existing performance share plans” contained in the Registration Document. (2) Value of performance shares allocated in 2017, as determined by an independent expert pursuant to IFRS 2, and subject to the future performance criteria detailed in the section on “Existing performance share plans” contained in the Registration Document.

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REGISTRATION DOCUMENT 2017 - LEGRAND