LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

Existing performance share plans On the recommendation of the Compensation Committee, the Board of Directors, at its meetings of May 29, 2015, May 27, 2016 and May 31, 2017, approved the setting up of the performance share plans (the “ 2015 Performance Share Plan ”, “ 2016 Performance Share Plan ” and the “ 2017 Performance Share Plan ”, respectively) which benefit notably to Mr. Gilles Schnepp. The number of performance shares that will be finally allocated to Mr. Gilles Schnepp will vary between 0% and 150% of the number of shares initially allocated, subject to a presence condition and various performance criteria as described in the tables below.

Weight of performance criteria 2015 2016-2017

Type of performance criteria

Description of performance criteria

Comparison between the three-year arithmetic average of Legrand’s consolidated EBITDA* margin derived from the consolidated financial statements and the average of EBITDA margins of companies included in the MSCI World Capital Goods index during the same period Three-year arithmetic average of normalized free cash flow* as a percentage of revenues, as appearing in the consolidated financial statements. Arithmetic average over a three-year period of the average annual rates of achievement of the Group’s CSR roadmap priorities.

“External” financial performance criterion

50%

33 1/3 %

“Internal” financial performance criterion Extra-financial performance criterion

50%

33 1/3 %

0%

33 1/3 %

* Note that the Group has identified a change in accounting standard (IFRS 16) which is likely to affect EBITDA and free cash flow in 2019. For more information, please refer to the section on IFRS 16, “Leases”, which can be found in Chapter 8, note 1, section 1.2.1.3 on page 234 of the Registration Document. If it were to be confirmed that this change would have the effect of distorting the assessment of performance, the Board of Directors reserves the possibility of amending these two criteria, especially in the context of assessment of the 2019 performance for the 2017 plan, it being specified that, in accordance with the Code of Corporate Governance, such an amendment would be made public and would in any event be required to maintain the alignment of interests between shareholders and beneficiaries

The procedure for calculating the number of performance shares definitively allocated to Gilles Schnepp are as follows:

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“External” financial performance criterion

Pay-out rate (1)

0%

100%

150%

2015 plan: 2015 plan: Lower than or equal to 4 points Equal to 8.3 points Equal or higher than 10.5 points 2016 plan: 2016 plan: 2016 plan: Lower than or equal to 3.5 points Equal to 7.8 points Equal or higher than 10.0 points 2017 plan: 2017 plan: 2017 plan: Lower than or equal to 3.1 points Equal to 7.4 points Equal or higher than 9.6 points 2015 plan:

Average spread of the EBITDA margin in favor of Legrand over a three-year period between Legrand and the MSCI average

“Internal” financial performance criterion

Pay-out rate (1)

0%

100%

150%

2015 plan: 2015 plan: Lower than or equal to 9.4% Equal to 12.8% Equal to or higher than 14.5% 2016 plan: 2016 plan: 2016 plan: Lower than or equal to 8.8% Equal to 12.2% Equal to or higher than 13.9% 2017 plan: 2017 plan: 2017 plan: Lower than or equal to 8.6% Equal to 12.0% Equal to or higher than 13.7% 2015 plan:

Average over a three-year period of normalized free cash flow as a percentage of revenues

(1) Linear calculation of pay-out rate for any result between the limits indicated above.

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REGISTRATION DOCUMENT 2017 - LEGRAND