Legrand: Description of the share buyback program approved by the Combined General Meeting of Shareholders of May 26, 2021

LIMOGES, France – (BUSINESS WIRE) – Regulatory news:

Legrand (Paris: LR) is the global specialist in electrical and digital building infrastructures. Its comprehensive offering of solutions for the commercial, industrial and residential markets makes it a benchmark for customers around the world. The Group exploits technological and societal trends with a lasting impact on buildings to improve life by transforming the living, working and meeting spaces of people with electrical and digital infrastructures and simple, innovative and sustainable connected solutions. Based on an approach involving all teams and stakeholders, Legrand is pursuing its strategy of profitable and sustainable growth driven by acquisitions and innovation, with a constant flow of new offers, including higher-value Eliot * connected products of use. Legrand generated sales of 6.1 billion euros in 2020. The company is listed on Euronext Paris and is notably included in the CAC 40 and Euronext ESG 80 indices.

(ISIN code FR0010307819). https://www.legrandgroup.com

Legrand’s Board of Directors (“the Company”) Met on May 26, 2021 and agreed to set up a share buyback program as authorized by the shareholders at the Ordinary and Extraordinary General Meeting of May 26, 2021.

Established in accordance with Articles 241-1 et seq. Of the General Regulations of the Autorité des Marchés Financiers, the purpose of this description is to define the objectives and terms of the Legrand share buyback program set up by the Board of Directors of Legrand met on May 26, 2021 (“the share buyback program»), In accordance with the authorization given by the aforementioned General Meeting of Shareholders.

I. Number of shares and percentage of capital held by the Company

As of May 24, 2021, the Company’s share capital was made up of 267,447,746 shares.

At the same date, the Company held 1,288,966 of its own shares.

II. Allocation for purposes of securities held by the Company

As of May 24, 2021, the 1,288,966 treasury shares held by the Company were allocated by object as follows:

– 66,051 shares are allocated to a liquidity contract in accordance with the code of ethics recognized by the Autorité des marchés financiers (Financial Markets Authority) and is concluded with an independent investment services provider;

– 592,915 shares are allocated to the implementation of any performance share plans within the framework of the provisions of Articles L. 225-197-1 et seq. and L.22-10-59 and L.22-10-60 of the French Commercial Code, and

– 630,000 shares to be canceled.

III. Objectives of the new share buyback program

Legrand is considering buying back its own shares or having them bought back for the purposes of:

  • ensure liquidity or stimulate the equity market through an investment services provider acting under a liquidity contract in accordance with the regulations;

  • the implementation (i) of any Company stock option plan in accordance with Articles L.225-177 and following. and L.22-10-56 and following. of the French Commercial Code or any similar plan; (ii) any Group employee shareholding program within the meaning of Articles L.3332-1 et seq. of the French Labor Code (Labor Code) or to provide for the allocation of shares for the incentive of employees and / or in substitution for a discount in accordance with applicable laws and regulations; (iii) any free allocation of shares in accordance with Articles L.225-197-1 and following., L.22-10-59 and L.22-10-60 of the French Commercial Code, as well as all the allocations of shares for employee profit-sharing, as well as the coverage of such transactions at times when the Board The directors or the person acting on their behalf act, (iv) any allocation of shares to employees and / or corporate officers of the Company and / or the Group, in accordance with applicable laws and regulations;

  • hold and subsequently sell shares as an exchange or payment relating to a business acquisition, merger, demerger or transfer of assets, it being specified that the number of shares acquired by the Company with a view to hold and use them subsequently on the date of payment or exchange of a merger, demerger or transfer of assets may not exceed 5% of the Company’s share capital;

  • the delivery of shares upon the exercise of rights attached to securities giving immediate or future access to the Company’s capital, by redemption, conversion, exchange, presentation of a warrant or in any other way;

  • cancel all or part of the shares thus purchased; or

  • any other practice authorized or recognized by law or by the Autorité des marchés financiers (Financial Markets Authority), or any other lens that complies with applicable laws and regulations.

IV. Limit on the percentage of share capital that can be acquired and the maximum number of securities that can be purchased under the share buyback program, types of securities that can be acquired under the share buyback program, maximum price and conditions purchase

1. Maximum percentage of share capital that the Company can acquire and maximum number of shares that can be purchased under the share buyback program

The limit of the share of the share capital that can be bought back under the Share Buyback Program is 10% of the total number of shares representing the share capital on the date of the Combined Ordinary and Extraordinary General Meeting of Shareholders of May 26, 2021, it being specified that, when purchasing shares to ensure market liquidity for Legrand shares under the conditions described above, the number taken into account for the calculation of this 10% limit will be the number of shares purchased less the number of shares sold during the term of the share buyback program.

In accordance with the provisions of Articles L.22-10-62 and following. and L.225-210 and following. of the French Commercial Code, the number of shares that Legrand may hold, directly or indirectly, at any time, may not exceed 10% of the total number of shares comprising the Company’s share capital on the date in question.

2. Types of securities that may be acquired under the share buyback program

The only securities likely to be acquired under this program are Legrand shares. The shares purchased and held by the Company will be deprived of voting rights and will not be entitled to payment of the dividend.

3. Maximum purchase price

The maximum price per share of the Company purchased under the Share Buyback Program is € 120 (excluding acquisition costs) or the equivalent of this amount in any other currency or monetary unit established by reference to several currencies on the same date, this being specified that in the event of capital transactions, in particular incorporation of reserves or free allocation of shares and / or share sharing or reverse split, this price will be adjusted accordingly .

The maximum amount authorized for the implementation of the Share Buyback Program is 1 billion euros (or the equivalent value of this amount in any other currency or monetary unit established by reference to several currencies on the same date) .

4. General conditions of purchase

The acquisition, sale, transfer or exchange of shares may be carried out, directly or indirectly, in particular by any third party acting on behalf of the Company, at any time within the limits authorized by legal and regulatory provisions, outside of periods of public offers on the Company’s shares, on one or more occasions and by any means, on any market, off-market, including with systematic internalisers or by means of over-the-counter transactions, transfers in block, public offers, by the use of any financial instrument, derivative product, in particular by the implementation of option mechanisms, such as the purchase and sale of call or put options or by the discount shares following the issue of marketable securities giving access to the Company’s capital by conversion, exchange, redemption, exercise of a subscription warrant or in any other way, directly or indirectly through the intermediary of a provider of investment services.

V. Duration of the share buyback program

The Share Buyback Program will be implemented for a period of eighteen months from the authorization given by the Combined Ordinary and Extraordinary General Meeting of Shareholders of May 26, 2021, i.e. until November 26, 2022 at later.

VI. Investment service provider

Implementation of the share buyback program

The Company will appoint an independent investment services provider to help it implement the share buyback program.

Liquidity contract

As part of an agreement signed on August 3, 2020, Legrand entrusted Exane with the implementation of a Legrand liquidity agreement with the aim of promoting the liquidity of Legrand shares and ensuring more regular trading. This agreement complies with the decision of the Autorité des marchés financiers (AMF) n ° 2018-01 of July 2, 2018 relating to the establishment of liquidity agreements on shares as an accepted market practice and the standard contract of the Association. French Financial Markets Authority (AMAFI) dated January 15, 2019.

The total amount of this liquidity contract is 22 million euros as of May 24e, 2021.

VII. Transactions carried out under the previous share buyback program

The Combined Ordinary and Extraordinary General Meeting of May 27, 2020 authorized the Board of Directors to implement, with the option of subdelegation, a share buyback program for a period of eighteen months. A detailed description of the program implemented by the Board of Directors on May 27, 2020 under the aforementioned authorization is published on the Company’s website.

The Company has not used any derivative products.

* * *

During the Share Buyback Program, any significant modification of any of the above information will be brought to the attention of the public as soon as possible in accordance with the provisions of Article 221-3 of the General Regulations of the ‘Financial Markets Authority. (Financial Markets Authority).

The reader is invited to verify the authenticity of Legrand’s press releases with the CertiDox application. More information on www.certidox.com

Great

A French anonimous society with a capital of 1,069,790,984 EUR

Registered at 128, avenue du Maréchal de Lattre de Tassigny – 87000 Limoges, France

421 259 615 RCS Limoges


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