LEGRAND_REGISTRATION_DOCUMENT_2017

06

CORPORATE GOVERNANCE

Compensation and benefits of company officers

Signing bonus in the event of the appointment of a new executive officer in the course of 2018 There is no provision for any signing bonus intended to compensate loss of benefits in the event of appointment of a new executive officer in the course of the 2018 financial year. R 6.2.5.2 COMPENSATION COMPONENTS PAID OR ATTRIBUTED IN RESPECT OF THE 2017 FINANCIAL YEAR TO MR. GILLES SCHNEPP, SUBMITTED TO SHAREHOLDERS’ APPROVAL In accordance with articles L. 225-37-2 and L. 225-100 of the French Commercial Code, the components of compensation paid or attributed for the 2017 financial year to Mr. Gilles Schnepp, are submitted for approval by shareholders at the General Meeting convened in 2018 on the financial statements of the 2017 financial year, it being specified that the payment of the variable and exceptional components of compensation is conditional upon the approval by said General Meeting. These components are detailed in the following table:

Compensation components paid

Amounts or accounting valuation submitted for vote Details

or attributed for the financial year ended on December 31, 2017

Gross fixed annual compensation set by the Board of Directors onMarch 3, 2011, and unchanged since that date. The Board of Directors decided that the variable compensation paid to Mr. Gilles Schnepp in respect of the 2017 financial year could vary between 0% and 120% of fixed annual compensation (with a target value set at 80% of fixed annual compensation) and would be determined as follows: W from 0% to 90% of annual fixed compensation (with a target value set at 60%) depending on a quantifiable portion (representing 3/4 of annual variable compensation) calculated on the basis of criteria relating to (i) the achievement of a certain level of “adjusted operating margin”, (ii) the 2017 organic growth in revenues, (iii) the 2017 revenues growth (including the effect of the acquisitions), and (iv) Legrand’s inclusion in benchmark CSR indices; and W from 0% to 30% of annual fixed compensation (with a target value set at 20%) depending on a qualitative portion (representing 1/4 of annual variable compensation) calculated on the basis of criteria relating to (i) revenue 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, quality of integration for acquisitions already made), and (iii) other general criteria, particularly risk management, labour issues, and succession plans. Based on the diligence and proposals of the Compensation Committee, the Board, at its meeting on March 20, 2018, set W at 79.4% of the annual fixed compensation, the amount of the portion of the 2017 variable compensation resulting from the achievement of quantifiable targets; and W at 29% of the annual fixed compensation, the amount of the portion of the 2017 variable compensation resulting from the achievement of qualitative targets, therefore corresponding to a rate of achievement of 90.3% (equal to 108.4% divided by 120%) of the maximum annual variable compensation and 135.5% (equal to 108.4% divided by 80%) of the target, i.e. €677,500 (details of the rate of achievement of the quantifiable and qualitative criteria are presented in section 6.2.2.1 of the Company’s Registration Document). However, it should be noted that Mr. Gilles Schnepp chose, on its own initiative, to waive a portion of this variable compensation in respect of 2017 so as to keep it at the same level as 2016, i.e. €535,000.

Fixed compensation

€625,000

Annual variable compensation*

€535,000

Deferred variable compensation

Not applicable There are no plans to allocate any deferred variable compensation

* Component of compensation, the payment of which is subject to the approval of the Combined General Meeting of May 30, 2018, pursuant to section II of article L. 225-100, paragraph 2 of the French Commercial Code.

214

REGISTRATION DOCUMENT 2017 - LEGRAND