LEGRAND_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

Compensation and benefits of company officers

Under the 2013 Performance Units Plan, the value of Future Performance Units is equal to €63 each, the closing price of the Legrand stock on 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.

2014 Performance Units Plan

“External” financial performance criterion

Pay-out rate (1)

0%

100%

150% Actual: 81.4%

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

Lower than or equal

Equal to or higher than 10.5 points Actual: 7.5 points

to 4 points Equal to 8.3 points

“Internal” financial performance criteria

Pay-out rate (1)

0%

100%

150% Actual: 102.9%

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

Lower than or equal

Equal to or higher

to 9.4% Equal to 12.8%

than 14.5% Actual: 12.9%

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

€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. Under the 2014 Performance Units Plan , the value of each Future Performance Unit is equal to the average of the daily closing price of the Legrand stock on NYSE Euronext Paris during the two-year lock-in period. The change in the calculation of the value each unit compared to the 2013 Performance Units Plan aims to closely connect long-term variable compensation to the company’s stock market performance. At the end of the two-year lock-in period, the amount to be paid to Mr. Gilles Schnepp will be equal to the unit value of his Future Performance Units, plus an amount equivalent to dividends per share paid on Legrand stock during the two-year lock-in period and capitalized over said period and then multiplied by the number of Future Performance Units held by Mr. Schnepp. As stated, the amount that will be paid to Mr. Gilles Schnepp may not, in any event, exceed 150% of his fixed compensation.

Overall rate of achievement of the 2014 Performance Units Plan: 92.2% of the target and 61.5% of the maximum.

Methodology for indexing the value of the Future Performance Units definitively vested to the stock price during the additional two-year lock-in period: An additional two-year lock-in period is required after the three- year vesting period, during which no payment may be made in respect of the Future Performance Units. During this period, the value of the Future Performance Units is indexed to the Legrand stock price. Under the 2013 Performance Units Plan , the value of Future Performance Units is equal to €63 each, the closing price of the Legrand stock on 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

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REGISTRATION DOCUMENT 2017 - LEGRAND