LEGRAND_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Compensation and benefits of company officers

Compensation components attributable in respect of the 2018 financial year

Amounts/weighting as a percentage of fixed compensation Details

As indicated on page 191 of the Company’s Registration Document, the Board of Directors dated March 20, 2018, on the recommendation of the Compensation Committee, has decided to increase the weight of the annual variable compensation in the total compensation of the Chief Executive Officer compared with the compensation planned under the 2017 policy. The target value is now set at 100% of the fixed compensation and the maximum value at 150% of this same fixed compensation depending on the level of achievement of the pre-established quantifiable and qualitative criteria set out below. The Board of Directors wished thereby to place the emphasis on annual variable compensation in order to incentivise financial and extra-financial performance. At itsmeeting onMarch 20,2018,on the recommendation of the Compensation Committee,the Board of Directors also decided to maintain unchanged the nature and weighting of quantifiable and qualitative criteria of annual variable compensation that had been established for the 2017 financial year. The Board of Directors thus decided that the variable compensation paid to the Chief Executive Officer in respect of the 2018 financial year could vary between 0% and 150% of fixed annual compensation (with a target value set at 100% of fixed annual compensation) and would be determined as follows: W a quantifiable portion representing 3/4 of this annual fixed compensation: it could therefore vary from 0% to 112.5% of the annual fixed compensation (with a target value: set at 75%) and will be calculated on the basis of criteria relating to (i) the achievement of a certain level of 2018 adjusted operating margin before acquisitions, (ii) the 2018 organic growth in revenues, (iii) the 2018 revenues growth resulting from acquisitions (perimeter effect) and (iv) Legrand’s inclusion in benchmark CSR indices; and W a qualitative portion representing 1/4 of this annual variable compensation: it could therefore vary from 0% to 37.5% of the annual fixed compensation (with a target value set at 25%) and will be calculated on the basis of criteria relating to (i) the revenues growth (evolution market share, new products, sales policies, access to new markets, partnerships (including outside France), expansion in the new economies), (ii) the external growth policy (compliance with set priorities, emphasis on multiples paid, emphasis on any potential dilutive effects of acquisitions on the Group’s performance, quality of the integration for acquisitions already made, and (iii) other general criteria, particularly risk management, social dialogue initiatives, professional equality and succession plans. These quantifiable and qualitative criteria, as well as the targets set, are described in detail in section 6.2.2.1 of the Company’s 2017 Registration Document.

Minimum value: 0% of fixed compensation

Annual variable compensation

Target value: 100%

Maximum value: 150% of fixed compensation

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Deferred variable compensation Long-term cash compensation

Not applicable No allocation is planned in respect of 2018.

Not applicable No allocation is planned in respect of 2018.

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REGISTRATION DOCUMENT 2017 - LEGRAND