LEGRAND_REGISTRATION_DOCUMENT_2017

ADDITIONAL INFORMATION

Memorandum and Articles of Association

9.3 – MEMORANDUM AND ARTICLES OF ASSOCIATION

9.3.1 – Corporate purpose

The Company’s direct or indirect corporate purpose in all countries, as defined in article 2 of the Articles of Association, is as follows: W the purchase, subscription, disposal, holding, or contribution of shares or other securities in any company; W providing any services, particularly in connection with human resources, IT, management, communications, finance, legal

affairs, marketing and purchasing to its subsidiaries and to companies in which it has a direct or indirect interest; and W in general, all financial, commercial, industrial, civil, real estate assets or securities transactions that may be directly or indirectly connected with the above corporate purpose, or with any similar or related purposes, or that are likely to support the goal pursued by the Company, its growth, its development, and its corporate assets, either directly or indirectly.

9.3.2 – Administration and management

For a description of the rules governing the composition, organization, and operation of the Company’s administrative and management bodies, please refer to chapter 6.1 of this Registration Document (Corporate governance).

9.3.3 – Rights, privileges and restrictions attached to shares

Each share grants the right to ownership of the corporate assets, to the distribution of profits, and to the liquidation premium, subject to the creation of preferred shares. The shares are indivisible with regard to the Company, which only recognizes one owner for each share. Joint and several owners are required to be represented to the Company by a single representative. In the event of the division of share ownership, the voting rights attached to shares belong to the beneficiary at the Ordinary General Meetings, and to the bare owner at Extraordinary General Meetings. The heirs, creditors, trustees, and assignees of a shareholder may not place liens on the property or securities of the Company, nor request their division, nor interfere in the administration of the Company in any way on any grounds whatsoever. In exercising their rights, they are required to refer to the corporate records and to the decisions of the Annual General Meeting. Whenever more than one share is required in order to exercise a particular right, specifically in the event of the exchange or allocation of securities as part of a transaction such as a consolidation or an increase or decrease in the share capital, either on a cash basis or via the incorporation of reserves, or of a merger or any other transaction, single shares or a number of shares that is lower than the one required do not entitle their

Company shares are freely negotiable and are transferred from account to account in the manner provided for in the applicable legislation and regulations. Subject to the applicable legal and regulatory provisions, each member of the General Meeting of Shareholders is entitled to the same number of votes as the number of shares that they own or represent. In line with the option provided for under paragraph 3 of article L. 225-123 of the French Commercial Code, fully paid-up shares that have been registered for at least two years in the name of the same shareholder are not eligible for double voting rights. Where any new shares are not fully paid up on issuance, the payment calls, at the dates determined by the Board of Directors, will be made by way of notices inserted, two weeks prior to the payment call, in one of the official gazettes published in the place where the registered office is located, or will be sent by registered mail with acknowledgment of receipt. Every payment on a subscribed share will be recorded by an entry in the account opened in the name of the subscriber. All late payments shall automatically bear interest in favor of the Company, starting from the date payment was due, without formal notice or application to a court, at the statutory rate of interest, notwithstanding any individual proceedings the Company may initiate against the defaulting shareholder, and the compulsory enforcement measures provided for in law.

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REGISTRATION DOCUMENT 2017 - LEGRAND