LEGRAND_REGISTRATION_DOCUMENT_2017

CONSOLIDATED FINANCIAL INFORMATION CONCERNING THE GROUP’S ASSETS, LIABILITIES, FINANCIAL POSITION AND RESULTS Consolidated financial statements in accordance with IFRS for the years ended December 31, 2017 and December 31, 2016

Non-financial performance criterion (applicable to the 2016 and 2017 performance share plans)

Applicable to beneficiaries with the exception of the Executive Director

Between 70% and 100%

Between 100% and 105%

Between 105% and 150%

Capped at 150%

Pay-out rate (1)

0%

Average rate of attainment of Group CSR Roadmap priorities over a three-year period

Between 70% and 100%

Between 100% and 125%

Between 125% and 200%

Above 200%

Below 70%

Applicable to the Executive Director

Between 70% and 90%

Between 90% and 97%

Between 97% and 150%

Pay-out rate (1)

Capped at 150%

0%

Average rate of attainment of Group CSR Roadmap priorities over a three-year period

Between 70% and 90%

Between 90% and 125%

Between 125% and 213%

Above 213%

Below 70%

(1) For any point between the limits given in the table above, the pay-out rate would be calculated in a linear way.

If all these shares from the 2015, 2016 and 2017 plans were to vest (i.e., 1,331,640 shares), the Company’s capital would be diluted by 0.5% as of December 31, 2017.

4.2.2 Stock option plans No stock option plans have been implemented since the 2010 Plan. The following stock option plans were approved by the Company’s Board of Directors in previous years:

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 Directors

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

08

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).

255

REGISTRATION DOCUMENT 2017 - LEGRAND