LEGRAND_REGISTRATION_DOCUMENT_2017

SHARE OWNERSHIP

Regulated agreements and commitments

7.4 – REGULATED AGREEMENTS AND COMMITMENTS

7.4.1 – Description and qualification

In accordance with the AMF Recommendation no. 2012-05 of July 2, 2012 on "General meetings of shareholders of listed companies" and particularly Proposition 20, the Company has adopted an internal charter to define such agreements, which can be viewed on the Company’s website at: www.legrand.com .

7.4.2 – Statutory Auditors’ special report on regulated agreements and commitments

Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2017 This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with third parties issued in the French language and is provided solely for the convenience of English-speaking readers. This report on regulated agreements and commitments should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related-party transactions described in IAS 24 or other equivalent accounting standards. To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such commitments and agreements are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying other such agreements and commitments, if any. It is your responsibility, pursuant to article R. 225-31 of the French Commercial Code ( Code de commerce ), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in article R. 225-31 of the French Commercial Code ( Code de commerce ) relating to the implementation during the past year of agreements and commitments previously approved by the Shareholders’ Meeting, if any. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux Comptes ) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. R AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING Agreements and commitments authorized since the year end Pursuant to article L. 225-40 of the French Commercial Code, the following agreements and commitments, which were previously authorized by the Board of Directors have been brought to our attention. 1. Commitments in relation to the collective mandatory defined contribution pension plan, the “medical expenses” supplementary plan and the “pension plan: death, incapacity and invalidity”: Person concerned: Mr. Benoît Coquart, Chief Executive Officer of Legrand SA since February 7, 2018. Nature, purpose, terms and conditions and justification: the Board of Directors’ meeting of February 7, 2018 authorized Mr. Benoît Coquart to continue benefiting from these schemes following his appointment as Chief Executive Officer of the Company. The Board of Directors justified this decision on the basis of market practice and the compensation observed for similar functions in CAC 40 companies.

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REGISTRATION DOCUMENT 2017 - LEGRAND