LEGRAND_REGISTRATION_DOCUMENT_2017

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SHARE OWNERSHIP Stock options plans

7.2 – STOCK OPTIONS PLANS

Table 8 – Breakdown of awards of stock options No stock option plans have been implemented since the 2010 Plan. The Company’s Board of Directors approved the implementation of the stock options plans listed below:

2007 Plan

2008 Plan

2009 Plan

2010 Plan

Date approved by shareholders

May 15, 2007

May 15, 2007

May 15, 2007

May 15, 2007

Grant date

May 15, 2007

March 5, 2008

March 4, 2009

March 4, 2010

Total number of options granted

1,642,578 (1)

2,024,675 (1)

1,192,066 (1)

3,279,147 (1)

o/w to Executive Officers

79,871 (1)

142,738 (1)

94,967 (1)

221,659 (1)

72,824 (1)

48,460 (1)

136,828 (1)

W Gilles Schnepp

40,880 (1)

69,914 (1)

46,507 (1)

84,831 (1)

W Olivier Bazil

38,991 (1)

Start of exercise period

May 16, 2011

March 6, 2012

March 5, 2013

March 5, 2014

Expiry of exercise period

May 15, 2017

March 5, 2018

March 4, 2019

March 4, 2020

€20.21 (1) Average closing price over the 20 trading days preceding the grant date

€12.89 (1) Average closing price over the 20 trading days preceding the grant date

€21.43 (1) Average closing price over the 20 trading days preceding the grant date

€24.91 (1) Average closing price over the 20 trading days preceding the grant date

Exercise price

Exercise terms (plans comprising several tranches)

(2) (3)

(2) (3)

(2) (3)

(2) (3)

Number of options exercised as of December 31, 2017

(1,505,297)

(1,617,420)

(843,884)

(2,063,920)

Number of options cancelled or forfeited

(137,281)

(123,313)

(108,813)

(240,817)

Stock options outstanding as of December 31, 2017

0

283,942

239,369

974,410

(1) Given the dividend distribution features approved at the General Meetings of Shareholders on May 29, 2015, on May 27, 2016 and on May 31, 2017, the number and exercise price of stock options was adjusted to take into account the impact of these transactions on the interests of stock option beneficiaries, in accordance with article L. 228-99 of the French Commercial Code. (2) Options vest after a maximum of four years, except in the event of resignation or termination for willful misconduct. (3) All these plans were subject to performance conditions (see Note 12 to the consolidated financial statements for the 12 months ended December 31, 2014).

The cost of stock options is measured at the fair value of the award on the grant date, using the Black & Scholes option pricing model or the binomial model. Stock options granted under all of these plans are considered as having a five-year life.

The weighted average market price of the Company stock upon exercise of stock options in 2017 was €58.01. If all these options were to be exercised (i.e., 1,497,721 options), the Company’s capital would be diluted at most by 0.6% (which is a maximum dilution as it does not take into account the exercise price of these options) as of December 31, 2017.

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REGISTRATION DOCUMENT 2017 - LEGRAND