LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

The target value of these plans was set at 100% of fixed compensation (for 2013 and 2014) and could vary between 0% and indexing to the share price and 150% (maximum) of said fixed

compensation, depending on the achievement of external and internal performance criteria, and the indexing to the stock price.

Overview of the Performance Units Plans in practice The 2013 and 2014 Performance Units Plans are subject presence and performance criteria. Details are provided in the chart below:

STAGE 2 Review of

STAGE 3 Application of an additional 2-year lock-in period During this period, no payment will be made in respect of the Future Performance Units

STAGE 4 Payment of Future Performance Units

STAGE 1 Allocation by the Board of Directors of an initial number of Future Performance Units This number is theoretical as it corresponds to the target achievement rate of the future performance criteria related to the Future Performance Units

3-year vesting period

2-year lock-in period

the presence condition and the performance criteria related to

After taking into account the indexing of the Future Performance Units to Legrand’s stock price during the lock-in period

Future Performance Units based on the Group’s future achievements over the next 3 years Subject to compliance with a presence condition, determination of the final number of vested Future Performance Units depending to the achievement of performance criteria

Nature of the performance criteria attached to the Future Performance Units and measured after a three-year vesting period from the date of the initial allocation of Future Performance Units

For each Future Performance Units Plan, on the recommendations of the Compensation Committee, the Board of Directors determines the target “external” and “internal” performance criteria, which will be measured over a three-year period. The target level is set to ensure that the performance criteria are demanding. After the three-year vesting period, the performance criteria will be measured and the number of Future Performance Units finally granted to beneficiaries will be calculated according to the following method:

The applicable performance criteria, which cover all performance units, are identical to those attached to the Performance Shares, as described in the section “Ongoing Performance Shares Plans” on page 201–202 of this Registration Document, except with respect to the non-financial performance criterion introduced in 2016, relating to the average level of achievement of the priorities of the Group’s CSR roadmap over three years.

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2013 Performance Units Plan

“External” financial performance criterion

Pay-out rate (1)

0%

100%

145% Actual: 90.8%

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

Lower than or equal

Equal to or higher than 12 points

to 4 points Equal to 8.3 points

Actual: 8 points

“Internal” financial performance criteria

Pay-out rate (1)

0%

100%

145% Actual: 109.6%

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

Lower than or equal to 9% Equal to 12.4%

Equal to or higher

than 16% Actual: 13.2%

(1) Linear calculation of pay-out rate for any result between the limits indicated above. Overall rate of achievement of the 2013 Performance Units Plan: 100.2%

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REGISTRATION DOCUMENT 2017 - LEGRAND