LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

Table 2 – Summary table of compensation for the Chairman and Chief Executive Officer

2016

2017

Amounts paid in connection with the previous year

Amounts paid in connection with the previous year

Amounts due

Amounts due

(in euros)

Gilles Schnepp, Chairman and Chief Executive Officer Fixed compensation

625,000

625,000

625,000

625,000

Annual variable compensation

535,000 (1)

535,000

535,000 (2)

535,000

Long-term compensation (3)

-

-

-

-

Extraordinary compensation

-

-

-

-

Attendance fees

-

-

-

-

Benefits in kind (4)

0

0

0

0

TOTAL

1,160,000

1,160,000

1,160,000

1,160,000

(1) Mr. Gilles Schnepp’s variable compensation for 2016 is €535,000, and is identical to the variable compensation received for 2015 because Mr. Gilles Schnepp, on his own initiative, waived a portion of his variable compensation for 2016, maintaining it at the 2015 level. Aside from the amount waived, Mr. Schnepp’s variable compensation for the 2016 financial year which had been determined by the Board of Directors on the recommendation of the Compensation Committee, should have been €640,000 (corresponding to the achievement of 85.3% of the maximum / 128% of the target of all quantifiable and qualitative targets). Details of the calculations are given in the section entitled “Annual variable compensation paid to the Executive Officer” on page 187 of the 2016 Registration Document registered with the Autorité des Marchés Financiers under no. D.17-0285. (2) Mr. Gilles Schnepp’s variable compensation for the 2017 financial year is €535,000, identical to the variable compensation for the 2016 financial year because Mr. Gilles Schnepp, on his own initiative, waived a portion of his variable compensation for 2017, maintaining it at the 2016 level. Aside from the amount waived, the variable compensation for the 2017 financial year which has been determined by the Board of Directors on the recommendation of the Compensation Committee, should have been €677,500, (corresponding to the achievement of 90.3% (equal to 108.4% divided by 120%) of the maximum, i.e. 135.5% (equal to 108.4% divided by 80%) of the target of all quantifiable and qualitative targets). Details of the calculations are given below in the section entitled “Annual variable compensation paid to the Chief Executive Officer” below, on page 198 of the Registration Document. (3) There was no allocation during the last financial year. Regarding the 2013 Performance Units Plan, note that the vesting period expired on March 7, 2016 and that the level of achievement of the future performance criteria was 100.2%. The 2013 Future Performance Units are subject to an additional two-year lock-in period. The reference value for these units is €63, which is the closing price of the Legrand share on the NYSE Euronext Paris on the last day of the two-year lock-in period, i.e. on March 7, 2018. The total theoretical amount calculated (on the basis of the rate of achievement of future performance criteria of 100.2% and the stock price of €63) which is €1,237,670.28 has been capped at €937,500 in accordance with the rule mentioned on pages 172 and 173 of the 2013 Registration Document. Regarding the 2014 Performance Units Plan, note that the vesting period expired on March 6, 2017 and that the rate of achievement of the future performance criteria was 92.2% of the target and 61.5% of the maximum. The 2014 Future Performance Units are also subject to a further two-year lock-in period as from March 6, 2017, at the end of which their unit value will be determined on the basis of the average daily closing price of Legrand’s shares on the NYSE Euronext Paris market over these two years. (4) At the date of registration of this Registration Document, the Group does not fund any benefit.

06

Fixed compensation of the Chairman and Chief Executive Officer

Compensation Committee and after applying the criteria set at the beginning of 2017 by the Compensation Committee and subsequently approved by the Board of Directors as presented in the following chart. It is hereby specified that, in compliance with the Code of Corporate Governance, the Board deliberated on Mr. Gilles Schnepp’s compensation without the presence of the latter. It must be noted that the Board of Directors, at its meeting of March 15, 2017, on a recommendation of the Compensation Committee, decided on the following changes compared to the 2016 financial year: (i) replacement of the economic income

For the 2017 financial year, the fixed compensation paid to Mr. Gilles Schnepp was €625,000, unchanged from the 2011 financial year. Annual variable compensation of the Chairman and Chief Executive Officer The variable compensation of Mr. Gilles Schnepp for the 2017 financial year was determined by the Board of Directors on March 20, 2018, based on the recommendation of the

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REGISTRATION DOCUMENT 2017 - LEGRAND