LEGRAND_REGISTRATION_DOCUMENT_2017

APPENDIX Appendix 4

to effect all other formalities and in general to do all that may be useful or necessary for the purposes of this resolution. This authorization is granted for a period of eighteen months from the date of this General Meeting of shareholders and, from this day, deprives previous authorizations for the same purpose of their effect to the extent not used. Seventeenth Resolution (Authorization granted to the Board of Directors to make one or more allocations of free shares to the benefit of employees and/or company officers of the Company and associated companies or certain of these employees or company officers, entailing waiver by the shareholders of their preferred subscription rights to the shares to be issued as the result of grants of free shares) Meeting in accordance with the conditions as to quorum and requisite majority for extraordinary general meetings and being apprised of the Board of Directors’ report and the auditors’ special report, and in accordance with articles L. 225-197-1 et seq. of the French Commercial Code, in particular article L. 225- 197-6, shareholders: 1. authorize the Board of Directors to make free allocations on one or more occasions, of existing Company shares or shares to be issued by the Company; 2. resolve that the beneficiaries of such allocations must be employees and/or company officers of the Company or associated companies as defined under L. 225-197-2 of the French Commercial Code, or certain of these employees or company officers; 3. resolve that the Board of Directors shall determine the identity of the beneficiaries of the allocations, the conditions for allocation and, as the case may be, requirements for allocations of free shares; 4. resolve that the total number of shares issued or to be issued and available for free allocations under this resolution may not exceed 1.5% of the share capital of the Company at the date of the decision to make the allocation, with the proviso that this limit does not include any adjustments that may be made to protect the interests of beneficiaries as required by prevailing law and regulation; 5. observe that if allocations are granted to the company officers referred to in article L. 225-197-1 II, paragraphs 1 and 2 of the French Commercial Code, they may be granted only as provided by article L. 225-197-6 of the French Commercial Code; 6. resolve that the number of free shares allocated to the Company’s officers under this resolution may not exceed 10% of the total allocations made by the Board of Directors under this resolution; 7. resolve that beneficiaries will acquire unconditional ownership of shares at the close of a vesting period, to be set by the Board of Directors, of at least three years, and

provisions of article L. 225-34 of the French Commercial Code. Pending the replacement of the Director representing employees the Board of Directors may validly meet and deliberate. As an exception to the rule provided in article 9.1. of these Articles of Association for Directors appointed by the General Meeting of shareholders, Directors representing employees shall not be subject to an obligation to hold a minimum number of shares. If the Company should come no longer to be subject to the obligation outlined in article L. 225-27-1 of the French Commercial Code, the term of the Director(s) representing employees shall terminate at the close of the meeting during which the Board of Directors shall have established that the Company no longer falls within the scope of article L. 225-27-1 of the French Commercial Code. Subject to the provisions of this article and of the law, Directors representing employees shall enjoy the same status, the same powers and the same responsibilities as Directors appointed by the General Meeting of shareholders. Directors representing employees shall not be taken into consideration for purposes of determining the minimum and maximum number of Directors provided in article L. 225-17 of the French Commercial Code, nor for enforcement of the provisions of section 1 of article L. 225-18-1 of the same.” The rest of article 9 remains unchanged, subject to adjustments due to numbering. Sixteenth Resolution (Authorization granted to the Board of Directors to reduce the capital stock by cancellation of treasury shares) Meeting in accordance with the conditions as to quorum and requisite majority for extraordinary general meetings and being apprised of the Board of Directors’ report and the auditors’ special report, the shareholders authorize the Board of Directors, in accordance with articles L. 225-209 et seq. of the French Commercial Code, to cancel, at its sole initiative and on one or several occasions, in such proportion and at such times as it deems appropriate, some or all of the Company shares purchased under share buyback programs authorized and deployed by the Company, and to reduce the capital stock of the Company by the total nominal amount of the shares thus cancelled, within a limit of 10% of the share capital at the date of this General Meeting in any period of twenty-four months. The difference between the carrying amount of the cancelled shares and their nominal amount shall be allocated to reserves or premiums. Shareholders grant the Board of Directors full powers, with the right of sub-delegation as provided by law and the Company’s Articles of Association, to set the terms for cancellation of the shares, to effect and recognize such cancellations and the corresponding capital reductions, to allocate the difference between the price paid for the cancelled shares and their nominal value to any reserves or premiums, to make the necessary amendments to the Company’s Articles of Association, to make all necessary declarations to the French Financial Markets Authority,

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REGISTRATION DOCUMENT 2017 - LEGRAND