LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

Performance shares As concerns the allocation of performance shares in 2017, Mr. Gilles Schnepp was allocated performance shares subject to the future performance criteria detailed in the section “Existing performance share plans” on pages 201–202 of this Registration Document. Their value was determined by an independent expert pursuant to IFRS 2 and amounts to €668,381. The vesting period of the performance shares allocated in 2017 will end on June 17, 2021. On that date, performance and presence criteria will be verified, bearing in mind that with respect to presence, the following rules are applicable to Mr. Gilles Schnepp: W intheeventofdismissal,non-renewal,resignation,orretirement of Mr. Gilles Schnepp during the vesting period, in line with the recommendations of the Autorité des Marchés Financiers and Code of Corporate Governance, he will not be granted the shares initially allocated by the Board of Directors, unless doing so is justified by exceptional circumstances explained by the Board of Directors and made public. It is specified that in such a case, in accordance with the recommendations of the Autorité des Marchés Financiers and the Committee for Corporate Governance, the Board of Directors will ensure that such vesting would be only partial and based on a prorata temporis acquisition principle; W in the event of death during the vesting period, Mr. Gilles Schnepp’s heirs may request that ownership of all the shares the Board of Directors initially allocated to Mr. Gilles Schnepp be transferred to them, according to law, without waiting for the end of the vesting period; W in the event that Mr. Gilles Schnepp becomes permanently disabled, within the meaning of French law or that of the beneficiary’s country of residence, in accordance with the provisions of French law, he may ask that ownership of the shares the Board of Directors initially allocated to him be transferred without waiting for the end of the vesting period. It is specified that the change in corporate governance that took place at the beginning of 2018 (separation of the offices of Chairman and Chief Executive Officer), is not considered as a case of departure as defined in the 2015, 2016 and 2017 performance share plans (which define the company officer as “ any person serving in the Company as Chairman of the Board of Directors, Chief Executive Officer or Senior Vice President ”) and that Mr. Gilles Schnepp shall therefore keep the benefit of the 2015, 2016 and 2017 performance share plans.

W the target defined was 8% of the fixed compensation (target value) for Legrand being included in twelve CSR benchmark indices, such figure varying between 0% and 12% of the fixed compensation for Legrand being included in seven to fourteen CSR benchmark indices. The performance achieved for 2017 was 9, representing 3.2% the fixed compensation; b) the target value of the quantifiable portion was set at 20% of the fixed compensation, with a possible variation between 0% and 30% of said fixed compensation. The 2017 achievement of this qualitative portion reached 29% of the fixed compensation. The Compensation Committee did consider , in the light of the criteria below, that the efforts undertaken in these areas had been particularly sustained. This 2017 achievement was determined on the basis of the following criteria: W 12% of the fixed compensation (8% in target value) depending on the growth of revenues: thanks in particular to the increase in market share, to new products including those developed for the Eliot program, sales policies, access to new markets, alliances (including outside France) and notably, technological partnerships with major groups such as Amazon, Apple and Google and start-ups, as well as business partnerships, and to development in new economies, W 12% of fixed compensation (8% in target value) linked to the external growth policy: thanks in particular to compliance with set priorities, a steady acquisition pace, to emphasis on multiples paid compared to those of the market and to those paid for peers under the same market and geographical conditions, also emphasis on potential dilutive effects of acquisitions on the Group’s performance, and also to the quality of integration of acquisitions already made, with, in particular, the acquisition of Milestone AV Technologies in 2017, which is the largest acquisition ever made by the Group, W 5% of the fixed compensation (4% in target value) linked to other general criteria and in particular risk management, labor relations and succession plans.

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Long-term compensation of the Chairman and Chief Executive Officer

Future Performance Units In 2017, no allocation was made in respect of the previous financial year. Options for the subscription or purchase of shares In 2017, no options to purchase or subscribe to shares have been allocated.

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REGISTRATION DOCUMENT 2017 - LEGRAND