Prospectus dated 17 April 2012

Legrand
(a société anonyme incorporated in France)
€400,000,000
3.375 per cent. Bonds due 19 April 2022
Issue Price: 99.474 per cent.
This prospectus constitutes a prospectus (the “Prospectus”) for the purposes of Article 5.3 of Directive 2003/71/EC as amended by Directive
2010/73/EU to the extent that such amendments have been implemented in a Member State of the European Economic Area (the “Prospectus
Directive”) and the relevant implementing measures in the Grand Duchy of Luxembourg.

The €400,000,000 3.375 per cent. Bonds due 19 April 2022 (the "Bonds") of Legrand (the "Issuer") will be issued outside the Republic of
France and will mature on 19 April 2022.

Interest on the Bonds will accrue at the rate of 3.375 per cent. per annum from 19 April 2012 (the “Issue Date”) and will be payable in Euro
annually in arrear on 19 April in each year, commencing on 19 April 2013. Payments of principal and interest on the Bonds will be made
without deduction for or on account of taxes of the Republic of France (See “Terms and Conditions of the Bonds—Taxation”).

Unless previously purchased and cancelled, the Bonds may not be redeemed prior to 19 April 2022. The Bonds may, and in certain
circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that certain
French taxes are imposed (See “Terms and Conditions of the Bonds—Redemption and Purchase”).

If a Put Event occurs, each Bondholder will have the option to require the Issuer to redeem or repurchase all or part of the Bonds held by such
Bondholder on the Optional Redemption Date at their principal amount together with interest accrued up to but excluding such date of
redemption or repurchase all as defined and more fully described in "Terms and Conditions of the Bonds – Redemption and Purchase –
Redemption at the option of Bondholders following a Change of Control".

The Bonds will, upon issue on 19 April 2012, be inscribed (inscription en compte) in the books of Euroclear France which shall credit the
accounts of the Account Holders (as defined in “Terms and Conditions of the Bonds—Form, Denomination and Title”) including Euroclear
Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").

The Bonds will be in dematerialised bearer form in the denomination of €100,000. The Bonds will at all times be represented in book-entry
form (dématérialisé) in the books of the Account Holders in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et
financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et
financier) will be issued in respect of the Bonds.

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under
the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Prospectus for the purposes of
Prospectus Directive. Application has also been made to the Luxembourg Stock Exchange for the Bonds to be listed on the official list of the
Luxembourg Stock Exchange (the "Official List") and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The
Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament
and of the Council on markets in financial instruments. The CSSF assumes no responsibility for the economic and financial soundness of the
transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005.

The Bonds have been assigned a rating of A- by Standard & Poor's Rating Services.

The credit ratings included or referred to in this Prospectus have been issued by Standard & Poor’s Rating Services, which is established in the
European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies (the “CRA Regulation”), as amended by
Regulation (EU) No. 513/2011, and included in the list of credit rating agencies registered in accordance with the CRA Regulation published on
the European Securities and Markets Authority’s website as of the date of this Prospectus. A security rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.

Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.

Joint Lead Managers

BNP Paribas Crédit Agricole CIB
HSBC Natixis
Co-Lead Managers
CM-CIC Securities Société Générale Corporate & Investment Banking
This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, the
Issuer and its consolidated subsidiaries and its minority shareholdings taken as a whole (the
“Group”) and the Bonds which is necessary to enable investors to make an informed assessment of
the assets and liabilities, financial position and profit and losses of the Issuer.

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Bonds.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Managers to inform themselves about and to observe any such restrictions. The Bonds have not
been and will not be registered under the United States Securities Act of 1933, as amended (the
“Securities Act”). Subject to certain exceptions, the Bonds may not be offered or sold within the
United States or to, or of the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act (“Regulation S”)). For a description of certain restrictions on offers and sales of
Bonds and on distribution of this Prospectus, see “Subscription and Sale”.

No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having
been authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that the information contained in it or
any other information supplied in connection with the Bonds is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.

To the extent permitted by law, each of the Managers accepts no responsibility whatsoever for the
content of this Prospectus or for any other statement in connection with the Issuer.

The Managers have not separately verified the information contained in this Prospectus in connection
with the Issuer. None of the Managers makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus in connection with the Issuer. Neither this Prospectus nor any other financial statements
are intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer and the Managers that any recipient of this Prospectus or any
other financial statements should purchase the Bonds. Each potential purchaser of Bonds should
determine for itself the relevance of the information contained in this Prospectus and its purchase of
Bonds should be based upon such investigation as it deems necessary. None of the Managers
undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the Bonds of any
information coming to the attention of any of the Managers.

See R
" isk Factors"below for certain information relevant to an investment in the Bonds.

In this Prospectus, unless otherwise specified, references to a “Member State” are references to a
Member State of the European Economic Area, references to “EUR” or “euro” or “€” are to the
single currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended.

1
In connection with the issue of the Bonds, BNP Paribas (the “Stabilising Manager”) (or any person
acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view
to supporting the market price of the Bonds at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and,
if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue
Date and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager (or any person acting on behalf of
the Stabilising Manager) in accordance with all applicable laws and regulations.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain statements that are forward-looking including statements with
respect to the Issuer’s and the Group's business strategies, expansion and growth of operations,
trends in the business, competitive advantage, and technological and regulatory changes, information
on exchange rate risk and generally includes all statements preceded by, followed by or that include
the words "believe", "expect", "project", "anticipate", "seek", "estimate"or similar expressions. Such forward-
looking statements are not guarantees of future performance and involve risks and uncertainties, and
actual results may differ materially from those in the forward-looking statements as a result of various
factors. Potential investors are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date hereof.

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 TABLE OF CONTENTS

Page

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................ 4

RISK FACTORS.................................................................................................................................... 5

DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 16

TERMS AND CONDITIONS OF THE BONDS ................................................................................ 19

USE OF PROCEEDS........................................................................................................................... 29

RECENT DEVELOPMENTS.............................................................................................................. 30

TAXATION.......................................................................................................................................... 50

SUBSCRIPTION AND SALE............................................................................................................. 53

GENERAL INFORMATION............................................................................................................... 55

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 PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS

To the best knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case), the information contained in this Prospectus is in accordance with the facts and contains no
omission likely to affect the import of such information. The Issuer accepts responsibility accordingly.

Legrand
128, avenue du Maréchal de Lattre de Tassigny
87000 Limoges
France

Tel: +33 (0) 5 55 06 87 87

Duly represented by:

Gilles Schnepp
Chairman and Chief Executive Officer

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 RISK FACTORS

The following are certain risk factors of the offering of the Bonds of which prospective investors
should be aware. Prior to making an investment decision, prospective investors should consider
carefully all of the information set out in this Prospectus, including in particular the following risk
factors detailed below. The prospective investors should make their own independent evaluations of
all risk factors and should also read the detailed information set out elsewhere in this Prospectus.

The terms defined in "Terms and Conditions of the Bonds"shall have the same meaning where used
below.

Risks related to the Issuer

The risks described below are those identified by the Issuer that could have an adverse effect on the
Group’s situation. Additional risks, which are either not currently known or not considered likely to
materialise, as at the date of this Prospectus may also exist, such additional risks could materially and
adversely affect the Group’s business, financial condition or the results of its operations. The
occurrence of one or more of these risks could also have an adverse effect on the Group’s situation.

Industrial and environmental Risks

Environmental Risks

The main industrial processes of the Group’s sites are concentrated on the activities of injection,
molding of plastic components, metallic pieces pressing and assembling of plastic, metallic and
electronic components. On a more occasional basis, painting activities may complete these core
processes.

Due to its activities, some of the Group’s sites, like those of other similar companies, are subject to
obtaining permits or authorisations to operate and extensive and increasingly restrictive environmental
laws and regulations regarding a wide spectrum of issues, for example, air emissions, asbestos, noise,
health and safety, the use and handling of hazardous waste or materials, waste disposal and the
remediation of environmental contamination.

Regulatory authorities could suspend the Group’s operations if it fails to comply with relevant
regulations, and/or may not renew the permits or authorisations the Group requires to operate.

In addition, the Group may be required to pay potentially significant fines or damages as a result of
past, present or future violations of applicable environmental laws and regulations, even if these
violations occurred prior to the acquisition of companies or operations by the Issuer. Courts,
regulatory authorities or third parties could also require, or seek to require, the Issuer to, on the one
hand, undertake investigations and/or implement remedial measures regarding either current or
historical contamination, of current or former facilities or offsite disposal facilities. Any of these
actions may harm the Group’s reputation and adversely affect its operations, financial condition,
results of operations and cash flows.

The Group has developed an environmental risk prevention and measurement policy. This policy
comprises a stage of regulatory surveillance which rests on a network of Environment correspondents
nominated on each of the Group’s industrial sites at each of the equivalent positions at the level of the
Divisions and at the central level of the Group. The Group rests its environmental risk identification
policy on the implementation of ISO 14001 certification of its sites and identification of the
corresponding Significant Environmental Aspects (SEA). In addition, and when justified,
environmental audits are performed on the historical sites of the Group, but also during the process of
acquiring new companies. The possible suspected or revealed cases of pollution are brought up to the
Group by way of specific environmental reporting. The Group sets up provisions on its financial

5
statements when environmental assessments are made or remedial efforts are probable and the costs
can be reasonably estimated.

Risks related to industrial or logistic site shutdown

Events of natural or other origin sometimes occur (such as fires, natural disaster, sanitary crisis,
machine breakdowns, etc.) could disrupt or interrupt a site’s activity.

By actively taking steps to prevent industrial and maintenance risks and renewing and modernizing
the logistic and production tools, the Issuer is able to manage the risks pertaining to it step by step.
For example, the Issuer conducts joint audits with experts from the Group’s insurance companies to
evaluate the fire prevention facilities and takes any actions deemed necessary.

In addition, each of the Group’s significant subsidiaries committed itself to formalise business
continuity plans whose objective is to guarantee the permanence or the restarting of its key activities,
within the shortest timeframe.

Finally, the Issuer has taken out a global insurance policy to cover direct damage to property resulting
from accidents and any potential subsequent operating losses.

Operational Risks

Risks related to changes in the economic conditions affecting the building sector
The Group’s business could be affected by the impact that changes in general and local economic
conditions have on the building sector. The sale of the Group’s products is determined principally by
the demand for such products from electrical professionals and building contractors, which in turn is
primarily a function of the level of activity in the renovation and new construction sectors for
residential, commercial and industrial buildings. For example, the French construction market as a
whole grew by an estimated 4.6 per cent. in 2011 as opposed to a 6.6 per cent. decline in 2010
(source: Euroconstruct, November 2011). Over the same period, the Issuer reported a 5.6 per cent. rise
in sales in France in 2011 at constant scope of consolidation and exchange rates, as opposed to a
0.6 per cent. rise in 2010. To differing degrees, the level of activity in these sectors is sensitive to
changes in general and local economic conditions. The impact of these changes may vary in time and
significance across the markets and geographic zones in which the Issuer operates. As is customary in
its sector, the Issuer does not have a backlog of orders, which would help it accurately predict future
demand for the Group’s products. If the volume of sales should decline, the Issuer’s profitability could
be affected because certain costs are fixed over the short term.

Consequently, generalised or localised economic downturns in the countries in which the Issuer
markets its products could have an adverse effect on its business, financial condition, results or cash
flows.

To anticipate these risks, the Group keeps a close watch on trends in its business and on profitability
by geographic zone, in close collaboration with its local managers.

Risks related to competition

The market for the Group’s products is competitive in terms of pricing, product and service quality,
development and timing of new product launches.

Due to their size, the Group’s competitors may have superior financial and marketing resources
compared to the Issuer. The Group’s competitors may have the capacity and ability to launch products
with superior characteristics or at lower prices, to integrate products and systems more effectively
than the Issuer does, to secure long-term agreements with some of the Group’s customers or to acquire
companies targeted for acquisition by the Issuer. The Group could lose market share if it is not able to
offer a range of products, technologies, prices or quality which are at least comparable to those

6
offered by its competitors or if it does not take advantage of new business opportunities arising from
acquisitions. The Group’s net sales and profitability could consequently be affected. Furthermore, in
order to preserve its competitiveness, the Group regularly launches new products and if they are not as
successful as expected, this could have an adverse effect on the Group’s business in the countries
concerned with these launches.

Some competitors could benefit from better knowledge of their national markets and long-established
relationships with electrical professionals and, as a result, have a competitive advantage. In addition,
as the market for the Group’s products evolves towards systems that combine traditional equipment
and computerised systems, increased competition from new market entrants could lead to a decline in
the Group’s sales, a loss of market share in the markets concerned or an increase in its sales and
marketing expenses or research and development costs in the markets and products concerned.

Moreover, in specific markets where the end user is particularly sensitive to price rather than product
appeal or features, imports of lower-cost products manufactured in low-cost countries and sold at
lower prices, including counterfeited products, could lead to a decrease in the Group’s market share,
or a decrease in the average selling price of its products, or both, in the markets concerned.

The Issuer is aware of these risks and therefore engages in ongoing research and development and
marketing efforts to increase the value of its products, while maintaining a tight rein on costs and
retaining its share of the market.

Risks related to external growth

The Group’s growth strategy relies in part on the acquisition of local manufacturers that provide new
technologies, new product lines, access to new markets and/or synergies with its existing operations.
The Group may not be able to consummate transactions or obtain financing on satisfactory terms,
successfully integrate acquired businesses, technologies or products, effectively manage newly
acquired operations or realise anticipated cost savings. The Group may also experience problems in
integrating acquired businesses, including possible inconsistencies in systems, procedures (including
accounting systems and controls), policies and business cultures, the departure of key employees and
the assumption of liabilities, such as environmental liabilities. All these risks could have a material
adverse impact on the Group’s business, financial condition, results and cash flows.

To minimise the impact of these risks, a dedicated team works closely with country managers to
identify appropriate targets and coordinates the acquisition process with the various departments at
headquarters (finance, legal, industrial, logistics, marketing, etc.). The integration of acquired
companies is supervised by a multi-disciplinary steering committee with participation by the
management.

When these acquisitions are first consolidated in the financial statements, they result in recognition of
goodwill or trademarks that can be significant. The value of these intangible assets is reviewed every
year (see note 1 g to the consolidated financial statements for the year ended 31 December 2011
included in the 2011 Registration Document (the “2011 Financial Statements”)). A significant
decline in the income of these companies could lead to recognition of impairment which in turn could
have a material adverse effect on the Issuer’s financial position and results. The hypotheses used in the
test for calculating depreciation of goodwill take into account both known and anticipated trends in
sales and results by CGU (Cash Generation Unit) at the time of calculation. Rates used can vary from
one year to another depending on market conditions (risk premium, interest rates). As explained in
note 3 to the 2011 Financial Statements, the Issuer recorded a €15.9 million impairment loss relative
to goodwill for the period ended 31 December 2011 against no goodwill impairment losses identified
in the period ended 31 December 2010.

7
Risks related to dependence on suppliers
In 2011, purchases from the Issuer’s top ten suppliers accounted for almost 12 per cent. of total
consumption (raw materials and components), with no single supplier accounting for as much as 3 per
cent.

Moreover, to ensure a secure source of supplies, the Issuer policy calls for diversifying resources
whenever a recognised risk of dependence is identified. To this end, the Issuer makes identification of
alternative suppliers an integral part of its supplier risk analysis.

Risks related to IT systems

The Issuer’s operations and international profile require multiple IT systems linked to each other, with
increasing volumes of data exchanged. The Group could be the target of viruses or other malicious
attempts to intrude that could hamper the Issuer’s operations and the quality of its customer service.

Facing these risks, the Group relies on a team dedicated to improving the quality and security of the
IT systems. During the rolling-out phases of new IT solutions, particular attention is paid to the role of
security (notably in terms of access). Finally, a charter on the security of information is sent to each
employee in order to disseminate best practice rules for using IT.

Risks related to the ability to recruit and retain qualified personnel

The Issuer’s key personnel have been with the Group for many years and have extensive knowledge
of the Group and of its business and, more generally, its sector as a whole. The loss of any one of
these key personnel could constitute a loss of industry and Group know-how, and could result in the
Issuer’s competitors potentially being able to obtain sensitive information. The loss of key personnel
could also adversely affect the Group’s ability to retain its most important distributors, to continue the
development of its products or to implement its strategy. The Issuer’s future success thus depends in
part on the loyalty of its executive officers and other key employees and its ability to continue to
attract, motivate and retain highly qualified personnel. To meet this challenge, the Issuer has
implemented mechanisms to motivate them and encourage them to stay with the Issuer. The Group
has also taken action to develop human resources.

Risks related to internal control weakness and/or fraud.

The international profile of the Issuer induces complex administrative, financial, and operational
processes, for subsidiaries with different internal control maturity levels, managing their respective
businesses in various legal environments, and using different information systems.

In that context, the Issuer could have to face a significant internal control deficiency, generated by
wrong or inappropriate transactions or operations. The Issuer could also suffer from fraud (theft,
embezzlement, etc.)

However, the Issuer has developed a formalised and structured approach of permanent review of its
internal control. This approach is based on rules and procedures communicated to all Group
subsidiaries, and whose correct implementation and adherence are monitored by frequent internal
reviews and audits. These rules and procedures are updated frequently in line with the Group
changing processes. The Issuer’s fundamental principles also include ethics rules which are
communicated to all Group employees.

Legal risks

Risks related to existing or future regulations and compliance with domestic and international
standards
The Group’s products, which are sold in almost 180 countries, are subject to numerous regulations,
including trade, customs and tax regulations applicable in each of these countries and on the

8
international level. Changes to any of these regulations and their applicability to the Group’s business
could lead to lower sales or increased operating costs, and result in a decrease in the Issuer’s
profitability and income.

In addition, the Group’s products are subject to quality and safety controls and regulations arising
from national and international standards, such as European Union directives, and product norms and
standards adopted by international organisations such as the European Committee for Electrotechnical
Standardisation and the International Electrotechnical Commission. A change or more stringent
application of these quality and safety standards could require the Group to make capital expenditures
or implement other measures to ensure compliance, the costs of which could have a material adverse
effect on the Group’s business, financial condition, results and cash flows.

The Group cannot give assurance that it has been or will be at all times in compliance with such
standards and regulations, that it will not incur material costs or liabilities in order to ensure
compliance with such regulations in the future or that it will be able to fund any such potential future
liabilities.

In order to follow regulatory developments, the Group has established a compliance department which
is in charge of managing related risks.

Moreover, in the majority of the markets for its products, the Group is subject to supra-national and
local rules of competition law and any issues arising therefrom could have a material adverse effect on
the Group’s business, financial condition, results and cash flows.

Facing this risk, the Group has created a charter of competition so as to inform each of its employees
of the main principles of competition law. The dissemination of this charter has been accompanied by
the introduction of training sessions targeted at more than 1,500 employees spread out among the
subsidiary companies of the Group to reinforce their knowledge in this domain. This awareness
training on the importance of the strict compliance with the rules of commercial affairs has been
subject to regular checks under the supervision of the legal department of the Group.

Risks related to intellectual property rights

The Group’s future success depends to an extent on the development and protection of its intellectual
property rights, particularly its Legrand and Bticino brands. The Group may also have to expend
significant resources monitoring, protecting and enforcing its rights. If the Group fails to adequately
protect or enforce its intellectual property rights, its competitive position could suffer, which could
have an adverse effect on its business, financial condition, results or cash flows.

Furthermore, the Group cannot guarantee that its activities will not infringe on the proprietary rights
of third parties. If this were to happen, it could be subject to claims for damages and could be
prevented from using the contested intellectual property rights.

In order to minimise these risks, the Group pays particular attention to the management of its
intellectual property, and relies on a dedicated team in its General Secretary of the Group (Secrétariat
Général). This team monitors patents and trademarks, fights counterfeits and takes joint action with
other significant market players in professional agencies (such as Gimelec, ASEC, etc.).

Risks related to the products sold

Despite product testing, the Group’s products might not operate properly or might contain errors and
defects, particularly upon the launch of a new range of products or enhanced products. Such errors
and defects could cause injury to persons and/or damage to property and equipment. Such accidents
have in the past and could in the future result in product liability claims, loss of revenues, warranty
claims, costs associated with product recalls, litigation, delay in market acceptance or harm to the
Group’s reputation for safety and quality. Otherwise, the Group cannot guarantee that it will not face

9
material product liability claims or product recalls in the future, or that it will be able to successfully
dispose of any such claims or effect any such product recalls within acceptable costs. Moreover, a
product liability claim or product recall, even if successfully concluded at a nominal cost, could have
a material adverse effect on the Group’s reputation for safety and quality, and on its business and
financial condition.

Facing the risks, the Group’s implementation of structured customer service has enabled it to identify
product defects and take appropriate corrective action more quickly. All customer claims are
systematically recorded and evaluated in real time. If necessary, an instant alert procedure is set in
motion with industry contacts and the team in charge of the field of expertise.

Financial risks

Credit and counterparty risk

The Group derives a significant portion of its revenues from sales to its two largest distributor
customers – Sonepar and Rexel. The Group’s sales to Sonepar and Rexel represented approximately
26 per cent. and 27 per cent. of its net sales in 2011 and 2010 respectively. In addition, sales to the
Group’s 10 most important customers (including Sonepar and Rexel) were around 36 per cent. of the
Group’s net sales in 2011 (35 per cent. in 2010).

The Group enters into short-term agreements with its distributors, which, as a result, have no long-
term contractual obligation to purchase its products. Due to the nature of the Group’s relationship with
its distributors, it often has a number of significant receivables outstanding from Sonepar and Rexel
which it might not be able to recover were either of them to become insolvent or bankrupt. Moreover,
the Group cannot guarantee that it will continue to maintain its relationship with its distributors or
that, in the event that these relationships were suspended or terminated, electrical professionals and
end-users would continue to purchase the Group’s products through alternative distributors. The
temporary or permanent interruption of the Group’s relationship with its distributors could have a
material adverse effect on its business, financial condition, results and cash flows.

The Group carefully manages its outstanding receivables. Therefore the situation of outstanding bills
of clients is subject to particular monitoring by each of the subsidiary companies selling Legrand
products. Specific indicators are conveyed monthly via reporting tools and analysed by the Group
Finance Department. These indicators are part of performance of Legrand subsidiaries and the
individual performance of their respective management teams.

Liquidity risk
The banking and financial indebtedness of the Group is described in notes 13 and 16 to the 2011
Financial Statements.

The Issuer could be at a disadvantage compared to competitors who would not have the same level of
indebtedness. Even if the Group demonstrated in the past its capacity to generate an increased level of
free cash flow enabling it to finance its growth, the Group’s capacity to comply with the covenants
stipulated in certain borrowings, to refinance or redeem its borrowings according to the provisions
thereof, will depend on its future operating performance and could be affected by a number of factors
beyond the Issuer’s control (economic environment, conditions of the debt market, changes in
regulations, etc.). The method used to calculate the ratio of these contractual obligations is discussed
in note 22 (b) (5) to the 2011 Financial Statements.

The Issuer could therefore be forced to devote a significant part of its cash flow to the payment of the
principal and interest on its debt, which could consequently reduce the funds available to finance its
daily operations, investments, external growth or the payment of dividends. Nevertheless, the Group
benefits from an investment grade rating from the major rating agencies,

10
Liquidity risk management is discussed in note 22 (b) (5) to the 2011 Financial Statements

Market risks
Interest rate risk
The Group is exposed to risks associated with the effect of variations in interest rates (see note 22 (b)
(1) to the 2011 Financial Statements). The use of derivative instruments includes the risk that
counterparties could default on their obligations and terminate hedging agreements. In addition, the
Group might be required to post cash-collateral in a restricted or pledged account equal to the level of
the Group’s commitments in order to cover liabilities arising from interest rate or to pay costs, such as
transaction fees or brokerage commissions, in the event the hedging arrangements are terminated.

Swap agreements entered into between the Issuer and credit institutions could provide that the swap
counterparty may require the Issuer to post collateral into a pledged or restricted account equal to its
net liability determined on a marked-to-market basis, pursuant to the provisions of the relevant
hedging agreement.

The Group manages these risks by using a combination of fixed and variable rate debt and through
interest rate hedging arrangements. The details regarding the interest rate risk are discussed in
notes 22 (a) and 22 (b) (1) to the 2011 Financial Statements.

Exchange rate risk

The Group has certain assets, liabilities, revenues and costs denominated in currencies other than the
euro and the dollar. These are most notably the Russian ruble, the Brazilian real, the Chinese RMB,
the Australian dollar, UK sterling, the Mexican peso, the Turkish pound, the Indian ruppie and the
Polish zloty. The preparation of the Group’s consolidated financial statements, which are denominated
in euros, requires the conversion of those assets, liabilities, revenues and costs into euros at the then
applicable exchange rates. Consequently, variations in the exchange rate of the euro versus these other
currencies could affect the amount of these items in the Group’s consolidated financial statements,
even if their value remains unchanged in their original currency. These translations have in the past
resulted and could in the future result in significant changes to the Group’s results and cash flows
from period to period.

In addition, to the extent that the Group may incur expenses that are not denominated in the same
currency as that in which corresponding sales are made, exchange rate fluctuations could cause the
Group’s expenses to increase as a percentage of net sales, which could affect its profitability and cash
flows.

However, when it is possible and economically justified, the Group seeks a balance between its
income and expenses by geographical zone, which constitutes the first level of protection.

The details regarding the exchange rate risk are discussed in note 22 (b) (2) to the 2011 Financial
Statements.

Raw materials risk

The Issuer is exposed to the risk generated by changes in the prices of raw materials.

Notably, the Issuer may not be able to pass on, immediately or in the long term, increases in costs of
raw materials and components through price increases. Its costs could therefore increase without an
equivalent increase in sales.

The financial instruments used by the Issuer to manage its exposure to raw materials risk are
described in note 22 (b) (3) to the 2011 Financial Statements.

11
Risks related to pension commitments
The Group’s subsidiaries have obligations to their employees relating to retirement in the majority of
the countries where the Group operates. These commitments may be funded by payments to insurance
companies or retirement plans where funds are held in trust, as determined by periodic actuarial
calculations. Within the Group there are defined contribution plans and defined benefit plans (see
note 15 to the 2011 Financial Statements).

Defined contribution plans are plans where the Group pays defined contributions to a separate entity.
Thus, the Group has no legal or implied obligation to pay new contributions if the fund does not have
enough assets to pay benefits to all employees for their years of service in the current period and prior
periods.

Defined benefit plans specify the amount of benefits that employees will receive upon retirement. The
Group thus has a legal or implied obligation to pay new contributions if the fund does not have
enough assets to pay benefits to all employees for their years of service over the current period and
prior periods. Rises or falls on stock markets can lead to variations in the value of assets invested in
securities. In 2011, the actuarial trend in such assets was a €2.5 million decline of their value.

If the amounts with respect to the Group’s retirement benefits were to become due and payable, and
the insurance and annuity contracts and other investments that the Group has entered into with respect
to these liabilities were not sufficient to cover such liabilities, the Group could be required to make
significant payments with respect to such retirement benefits. Any such payments could have an
adverse effect on the Group’s financial condition, results or cash flows.

Risks related to the Bonds

The Bonds may not be a suitable investment for all investors

Each potential investor in the Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the
merits and risks of investing in the Bonds and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds will have
on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where the currency for principal or interest payments is different from the
potential investor's currency;

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any
relevant indices and financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.

Risks related to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange
rate risk, interest rate risk and credit risk:

12
The secondary market generally

The Bonds may have no established trading market when issued, and one may never develop. If a
market does develop, it may not be very liquid. Therefore, investors may not be able to sell their
Bonds in the secondary market in which case the market or trading price and liquidity may be
adversely affected or at prices that will provide them with a yield comparable to similar investments
that have a developed secondary market.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to
currency conversions if an investor’s financial activities are denominated principally in a currency or
currency unit (the “Investor’s Currency”) other than Euro. These include the risk that exchange rates
may change significantly (including changes due to devaluation of Euro or revaluation of the
Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may
impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative
to the Euro would decrease (i) the Investor’s Currency-equivalent yield on the Bonds, (ii) the
Investor’s Currency-equivalent value of the principal payable on the Bonds and (iii) the Investor’s
Currency-equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal.

Interest rate risks

Investment in the Bonds involves the risk that subsequent changes in market interest rates may
adversely affect the value of the Bonds.

The Bonds may be redeemed prior to maturity

In the event that the Issuer would be obliged to pay additional amounts payable in respect of any
Bonds due to any withholding as provided in Condition 4(b), the Issuer may redeem all outstanding
Bonds in accordance with such Terms and Conditions.

Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of
which such put option is not exercised

Depending on the number of Bonds in respect of which the put option provided in Condition 4(c) is
exercised, any trading market in respect of those Bonds in respect of which such put option is not
exercised may become illiquid.

Market value of the Bonds

The value of the Bonds depends on a number of interrelated factors, including economic, financial and
political events in France or elsewhere, including factors affecting capital markets generally and the
stock exchanges on which the Bonds are traded. The price at which a holder of Bonds will be able to
sell the Bonds prior to maturity may be at a discount, which could be substantial, from the issue price
or the purchase price paid by such purchaser.

Credit Rating may not reflect all risks

The Bonds have been assigned a rating of A- by Standard & Poor's Rating Services. The rating
assigned by the Rating Agency to the Bonds may not reflect the potential impact of all risks related to
structure, market, additional factors discussed above, and other factors that may affect the value of the
Bonds. A rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the Rating Agency at any time.

13
Change of law

The Terms and Conditions of the Bonds are based on the laws of France in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to
the laws of France or administrative practice after the date of this Prospectus. Furthermore, the Issuer
operates in a heavily regulated environment and has to comply with extensive regulations in France
and elsewhere. No assurance can be given as to the impact of any possible judicial decision or change
to laws or administrative practices after the date of this Prospectus.

French insolvency law

Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the “Assembly”) in order to defend their common interests if a preservation
(procédure de sauvegarde or procédure de sauvegarde financière accélérée) or a judicial
reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer. The Assembly comprises holders of all debt securities issued by the Issuer (including the
Bonds) regardless of their governing law. The Assembly deliberates on the proposed safeguard (projet
de plan de sauvegarde) or judicial reorganisation plan (projet de plan de redressement) applicable to
the Issuer and may further agree to:

 increase the liabilities (charges) of holders of debt securities (including the Bondholders) by
rescheduling due payments and/or partially or totally writing off receivables in form of debt
securities;

 establish an unequal treatment between holders of debt securities (including the Bondholders)
as appropriate under the circumstances; and/or

 convert debt securities (including the Bonds) into securities that give or may give right to share
capital.

Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities held by the holders attending such Assembly or represented thereat). No quorum is required
to convoke the Assembly.

The procedures, as described above or as they will or may be amended, could have an adverse impact
on holders of the Bonds seeking repayment in the event that the Issuer or its subsidiaries were to
become insolvent.

Taxation

Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and practices of the country where
the Bonds are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for innovative financial instruments such as the Bonds.
Potential investors are advised not to rely upon the tax summary contained in this Prospectus but to
ask for their own tax adviser’s advice on their individual taxation with respect to the acquisition,
holding, sale and redemption of the Bonds. Only these advisors are in a position to duly consider the
specific situation of each potential investor. This investment consideration has to be read in
connection with the taxation sections of this Prospectus.

Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Bonds.

A Bondholder’s effective yield on the Bonds may be diminished by the tax impact on that Bondholder
of its investment in the Bonds.

14
EU Savings Directive

On 3 June 2003, the European Council of Economic and Finance Ministers adopted a directive
2003/48/CE regarding the taxation of savings income in the form of interest payments (the
“Directive”). The Directive requires Member States, subject to a number of conditions being met, to
provide to the tax authorities of other Member States details of payments of interest and other similar
income made by a paying agent located within their jurisdiction to, or for the benefit of, an individual
resident in that other Member State (or certain limited types of entities established in that other
Member State), except that, for a transitional period, Luxembourg and Austria will instead withhold
an amount on interest payments unless the relevant beneficial owner of such payment elects otherwise
and authorises the paying agent to disclose the above information (see "Taxation").

If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of tax were to be withheld from that payment, neither the
Issuer nor any paying agent nor any other person would be obliged to pay additional amounts with
respect to any Bond as a result of the imposition of such withholding tax.

The European Commission has proposed certain amendments to the Directive which may, if
implemented, amend or broaden the scope of the requirements described above.

15
 DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the following documents which have
been previously published or are published simultaneously with this Prospectus and that have been filed
with the Commission de Surveillance du Secteur Financier in Luxembourg:
(a) the free English translation of the 2010 reference document (document de référence) of the Issuer
(the "2010 Registration Document"), a French version of which was filed with the Autorité des
marchés financiers (the “AMF”) under number D.11-375, dated 27 April 2011; except for the
third paragraph of sub-section paragraph 1.1.2 of the section "Person responsible for the Reference
Document" on page 4;
(b) the French version of the 2011 reference document (document de référence) of the Issuer (the
"2011 Registration Document"), which was filed with the Autorité des marchés financiers (the
“AMF”) under number D.12-0291, dated 5 April 2012; except for the third paragraph of sub-
section paragraph 1.1.2 of the section "Person responsible for the Reference Document" on page 4.
Such documents shall be incorporated in and form part of this Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.

Copies of the documents incorporated by reference in this Prospectus may be obtained without charge from
the registered office of the Issuer, the Issuer’s website (www.legrand.com) and the website of the
Luxembourg Stock Exchange (www.bourse.lu). For the purpose of the Prospectus Directive, information
can be found in the documents incorporated by reference in this Prospectus in accordance with the
following cross-reference table (in which the numbering refers to the relevant items of Annex IX of the
Commission Regulation No. 809/2004 implementing the Prospectus Directive).

The Issuer takes the responsibility of the free translations of the 2010 Registration Document.

Any information not listed in the following cross-reference table but included in the documents
incorporated by reference in this Prospectus is given for information purposes only.

Annex IX 2011 Registration 2010 Registration

Document Document
(page number) (page number)
4. INFORMATION ABOUT THE ISSUER
4.1. History and development of the issuer
4.1.1. the legal and commercial name of the issuer; 214
4.1.2. the place of registration of the issuer and its 214
registration number;

4.1.3. the date of incorporation and the length of life of the 214
issuer, except where indefinite;
4.1.4. the domicile and legal form of the issuer, the 214-215
legislation under which the issuer operates, its country of
incorporation, and the address and telephone number of its
registered office (or principal place of business if different
from its registered office);

16
 Annex IX 2011 Registration 2010 Registration
Document Document
(page number) (page number)
5. BUSINESS OVERVIEW
5.1. Principal activities
5.1.1.A brief description of the issuer’s principal activities 14 to 17
stating the main categories of products sold and/or services
performed;
5.1.2. Basis for any statements made by the Issuer on its 18 to 20
competitive position.
6. ORGANISATIONAL STRUCTURE
6.1. Description of the group and of the issuer’s position 215
within it;
6.2. Dependence relationships within the group. Not Applicable
8. PROFIT FORECASTS OR ESTIMATES Not Applicable
9. ADMINISTRATIVE, MANAGEMENT AND
SUPERVISORY BODIES
9.1. Names, business addresses and functions in the issuer of 100 to 104; 256 to
the members of the administrative, management or 259
supervisory bodies, and an indication of the principal
activities performed by them outside the issuer where these
are significant with respect to the issuer.
9.2. Administrative, management and supervisory bodies 122
conflicts of interests
10. MAJOR SHAREHOLDERS
10.1. Information concerning control 145
10.2. A description of any arrangements, known to the 146-147
issuer, the operation of which may at a subsequent date
result in a change in control of the issuer.
11. FINANCIAL INFORMATION CONCERNING THE
ISSUER’S ASSETS AND LIABILITIES, FINANCIAL
POSITION, AND PROFITS AND LOSSES
11.1. Historical financial information
- Consolidated balance sheet 154-155 143-144
- Consolidated income statement 152-153 142-143
- Consolidated statement of cash flows 156 145
- Consolidated statement of changes in equity 157 146
- Accounting policies and explanatory notes 158 to 205 147 to 196
11.2. Financial statements 152 to 205 142 to 196
11.3. Auditing of historical annual financial information 206-207 196-197
12. MATERIAL CONTRACTS 210

17
 Annex IX 2011 Registration 2010 Registration
Document Document
(page number) (page number)
13. THIRD PARTY INFORMATION AND STATEMENT Not Applicable
BY EXPERTS AND DECLARATIONS OF ANY
INTEREST

18
 TERMS AND CONDITIONS OF THE BONDS

The terms and conditions of the Bonds will be as follows:

The issue outside the Republic of France of €400,000,000 3.375 per cent. Bonds due 19 April 2022
(the “Bonds”) of Legrand (the “Issuer”) has been authorised by a resolution of the Board of Directors
(Conseil d’administration) of the Issuer dated 8 February 2012 and a decision of Gilles Schnepp,
Chairman and Chief Executive Officer (Président Directeur Général) of the Issuer dated
13 April 2012. The Issuer has entered into a fiscal agency agreement (the “Fiscal Agency
Agreement”) dated 17 April 2012 with BNP Paribas Securities Services as fiscal agent and principal
paying agent. The fiscal agent and principal paying agent and paying agents for the time being are
referred to in these Conditions as the “Fiscal Agent”, the “Principal Paying Agent” and the “Paying
Agents” (which expression shall include the Principal Paying Agent), each of which expression shall
include the successors from time to time of the relevant persons, in such capacities, under the Fiscal
Agency Agreement, and are collectively referred to as the “Agents”. References to “Conditions” are,
unless the context otherwise requires, to the numbered paragraphs below.

1 Form, Denomination and Title

The Bonds are issued on 19 April 2012 (the “Issue Date”) in dematerialised bearer form in the
denomination of €100,000. Title to the Bonds will be evidenced in accordance with Articles L.211-3
and R. 211-1 of the French Code monétaire et financier by book-entries (inscription en compte). No
physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the
French Code monétaire et financier) will be issued in respect of the Bonds.

The Bonds will, upon issue, be inscribed in the books of Euroclear France, which shall credit the
accounts of the Account Holders. For the purpose of these Conditions, “Account Holders” shall mean
any intermediary institution entitled to hold accounts, directly or indirectly, with Euroclear France,
and includes Euroclear Bank S.A./N.V. (“Euroclear”) and the depositary bank for Clearstream
Banking, société anonyme (“Clearstream, Luxembourg”).

Title to the Bonds shall be evidenced by entries in the books of Account Holders and will pass upon,
and transfer of Bonds may only be effected through, registration of the transfer in such books.

2 Status and Negative Pledge

(a) Status of the Bonds

The obligations of the Issuer in respect of the Bonds constitute direct, unconditional, unsubordinated
and (subject to Condition 2(b)) unsecured obligations and rank and will rank pari passu and without
any preference among themselves and (subject to such exceptions as are from time to time mandatory
under French law) equally and rateably with all other present or future unsecured and unsubordinated
obligations of the Issuer.

(b) Negative Pledge

So long as any of the Bonds remain outstanding (as defined below), the Issuer will not, and will
ensure that none of its Principal Subsidiaries (as defined below) will, create or permit to subsist any
mortgage, lien, charge, pledge or other form of security interest (sûreté réelle) (“Security”) upon any
of their respective assets or revenues, present or future, to secure (i) any Relevant Debt (as defined
below) or (ii) any guarantee or indemnity in respect of any Relevant Debt unless, at the same time or
prior thereto, the Issuer’s obligations under the Bonds are equally and rateably secured therewith.

For the purposes of this Condition:

19
 (i) “outstanding” means, in relation to the Bonds, all the Bonds issued other than: (a) those which
have been redeemed in accordance with the Conditions, (b) those in respect of which the date
for redemption in accordance with the Conditions has occurred and the redemption monies
(including all interest accrued on such Bonds to the date for such redemption and any interest
payable under Condition 3 after such date) have been duly paid to the Fiscal Agent and
(c) those which have been purchased and cancelled as provided in Condition 4.

(ii) “Principal Subsidiary” means at any relevant time a Subsidiary of the Issuer:

(a) which has a consolidated turnover or consolidated operating profit (EBIT), calculated
according to IFRS, for such period before deducting any depreciation or amortisation
(the “Consolidated EBITDA”) representing 10 per cent. or more of the consolidated
turnover or Consolidated EBITDA of the Group, calculated on a consolidated basis by
reference to the latest audited consolidated accounts of the Issuer,

(b) to which is transferred all or substantially all the assets and undertakings of a Subsidiary
which immediately prior to such transfer was a Principal Subsidiary pursuant to (a)
above.

(iii) “Relevant Debt” means any present or future indebtedness for borrowed money in the form of,
or represented by, bonds or notes (obligations) which are for the time being, or are capable of
being, quoted, admitted to trading or ordinarily dealt in on any stock exchange, over-the-
counter market or other securities market.

(iv) “Subsidiary” means, in relation to any person or entity at any time, any other person or entity
controlled directly or indirectly by such person or entity within the meaning of Article L.233-3
of the French Code de commerce.

3 Interest

The Bonds bear interest at the rate of 3.375 per cent. per annum, from and including 19 April 2012
(the “Interest Commencement Date”) payable annually in arrear on 19 April in each year (each an
“Interest Payment Date”), commencing on 19 April 2013. The period commencing on, and
including, the Interest Commencement Date and ending on, but excluding, the first Interest Payment
Date and each successive period commencing on, and including, an Interest Payment Date and ending
on, but excluding, the next succeeding Interest Payment Date is called an “Interest Period”.

Bonds will cease to bear interest from the date provided for their redemption, unless the Issuer
defaults in making due provision for their redemption on said date. In such event, the Bonds will
continue to bear interest in accordance with this Condition (as well after as before judgment) on the
principal amount of such Bonds until whichever is the earlier of (i) the day on which all sums due in
respect of such Bonds up to that day are received by or on behalf of the relevant holder and (ii) the
day after the Fiscal Agent has notified the holders of the Bonds (the “Bondholders”) in accordance
with Condition 9 of receipt of all sums due in respect of all the Bonds up to that day.

Interest will be calculated on an Actual/Actual (ICMA) basis. If interest is required to be calculated

for a period of less than one year, it will be calculated on the basis of a day count fraction which will
be calculated by taking the number of days in the relevant period, from and including the date from
which interest begins to accrue to but excluding the date on which it falls due, divided by the number
of days in the Interest Period in which the relevant period falls (including the first such day but
excluding the last).

4 Redemption and Purchase

The Bonds may not be redeemed otherwise than in accordance with this Condition 4.

20
(a) Final Redemption
Unless previously redeemed or purchased and cancelled as provided below, the Bonds will be
redeemed by the Issuer at their principal amount on 19 April 2022.

(b) Redemption for Taxation Reasons

(i) If, by reason of a change in French law or regulation, or any change in the official
application or interpretation of such law, becoming effective after the Issue Date, the Issuer
would on the occasion of the next payment due in respect of the Bonds, not be able to make
such payment without having to pay additional amounts as specified in Condition 6 below, the
Issuer may on any Interest Payment Date, subject to having given not more than 45 nor less
than 30 days’ prior notice to the Bondholders (which notice shall be irrevocable), in accordance
with Condition 9, redeem all, but not some only, of the outstanding Bonds at their principal
amount provided that the due date for redemption of which notice hereunder may be given
shall be no earlier than the latest practicable Interest Payment Date on which the Issuer could
make payment of principal and interest without withholding for French taxes.

(ii) If the Issuer would on the occasion of the next payment in respect of the Bonds be
prevented by French law from making payment to the Bondholders of the full amount then due
and payable, notwithstanding the undertaking to pay additional amounts contained in
Condition 6 below, then the Issuer shall forthwith give notice of such fact to the Fiscal Agent
and the Issuer shall upon giving not less than seven days’ prior notice to the Bondholders in
accordance with Condition 9 redeem all, but not some only, of the Bonds then outstanding at
their principal amount plus any accrued interest on the latest practicable date on which the
Issuer could make payment of the full amount payable in respect of the Bonds without
withholding for French taxes, or, if such date is past, as soon as practicable thereafter.

(c) Redemption at the option of Bondholders following a Change of Control

If at any time while any Bond remains outstanding, there occurs (i) a Change of Control and
(ii) within the Change of Control Period, a Rating Downgrade occurs or has occurred as a
result of such Change of Control (a “Put Event”), the holder of such Bond will have the option
(the “Put Option”) (unless, prior to the giving of the Put Event Notice, the Issuer gives notice
of its intention to redeem the Bonds under Condition 4(b) (Redemption for taxation reasons))
to require the Issuer to redeem or, at the Issuer's option, to procure the purchase of that Bond,
on the Optional Redemption Date at its principal amount together with (or where purchased,
together with an amount equal to) interest accrued to, but excluding, the Optional Redemption
Date.

A “Change of Control” shall be deemed to have occurred each time that any person or persons
acting in concert (in each case other than the Original Equity Investor as defined below)
come(s) to own or acquire(s) directly or indirectly such number of shares in the capital of the
Issuer carrying more than 50 per cent. of the voting rights exercisable at a general meeting of
the Issuer.

“Original Equity Investor” means Wendel, and any affiliated entity thereof and any funds
advised or managed directly or indirectly by any of them.

“Change of Control Period” means the period commencing on the date of the first public
announcement of the result (avis de résultat) by the Autorité des marchés financiers (“AMF”)
of the relevant Change of Control (the “Relevant Announcement Date”) and ending on (i) the
date which is 120 days after the date of the first public announcement of the result of the
relevant Change of Control, or (ii) such longer period for which the Bonds or the senior
unsecured long-term debt of the Issuer are under consideration (such consideration having been

21
announced publicly within the period ending 90 days after the occurrence of the relevant
Change of Control) for rating review or, as the case may be, rating by, a Rating Agency, such
period not to exceed 60 days after the public announcement of such consideration.

A “Rating Downgrade” shall be deemed to have occurred in respect of a Change of Control

(a) if within the Change of Control Period, the corporate credit rating previously assigned to
the Issuer by any Rating Agency (as defined below) is (i) withdrawn or (ii) changed from an
investment grade rating (BBB-, or its equivalent for the time being, or better) to a non-
investment grade rating (BB+, or its equivalent for the time being, or worse) or (iii) if the
corporate credit rating previously assigned to the Issuer by any Rating Agency was below an
investment grade rating (as described above), lowered by at least one full rating notch (for
example, from BB+ to BB; or their respective equivalents) or (b) if, on the Relevant
Announcement Date, no corporate credit rating is assigned to the Issuer and, within the Change
of Control Period, no Rating Agency assigns an investment grade rating to the Issuer (the “Non
Investment Grade Rating”) or (c) if, on the Relevant Announcement Date, no corporate credit
rating is assigned to the Issuer and, within the Change of Control Period, no Rating Agency
assigns a rating to the Issuer, provided that, with respect to (a) and (b) above, (i) a Rating
Downgrade otherwise arising by virtue of a particular change in rating shall be deemed not to
have occurred in respect of a particular Change of Control, as the case may be, if the Rating
Agency making the change in rating or assigning the Non Investment Grade Rating does not
publicly announce or publicly confirm that the Non Investment Grade Rating or the reduction
or withdrawal was the result, in whole or in part, of the Change of Control, as the case may be,
and (ii) any Rating Downgrade must have been confirmed in a letter or other form of written
communication, sent to the Issuer and publicly disclosed.

“Rating Agency” means Standard & Poor’s Rating Services or any other rating agency of
equivalent international standing requested by the Issuer to grant a corporate credit rating to the
Issuer and, in each case, their respective successors or affiliates.

Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give
notice (a “Put Event Notice”) to the Bondholders in accordance with Condition 9 specifying
the nature of the Put Event, the circumstances giving rise to it and the procedure for exercising
the Put Option contained in this Condition 4(c).

To exercise the Put Option to require redemption or, as the case may be, purchase of the Bonds
following a Put Event, a Bondholder must transfer or cause to be transferred its Bonds to be so
redeemed or purchased to the account of the Fiscal Agent specified in the Put Option Notice
(as defined below) for the account of the Issuer within the period (the “Put Period”) of 45 days
after the Put Event Notice is given together with a duly signed and completed notice of
exercise (a “Put Option Notice”) and in which the holder may specify a bank account to
which payment is to be made under this Condition 4(c).

A Put Option Notice once given shall be irrevocable. The Issuer shall redeem or, at the option
of the Issuer procure the purchase of, the Bonds in respect of which the Put Option has been
validly exercised as provided above and subject to the transfer of such Bonds to the account of
the Fiscal Agent for the account of the Issuer, on the date which is the fifth business day
following the end of the Put Period (the “Optional Redemption Date”). Payment in respect of
such Bonds will be made on the Optional Redemption Date by transfer to the bank account
specified in the Put Option Notice and otherwise subject to the provisions of Condition 5.

For the avoidance of doubt, the Issuer shall have no responsibility for any cost or loss of
whatever kind (including breakage costs) which the Bondholder may incur as a result of or in
connection with such Bondholder’s exercise or purported exercise of, or otherwise in

22
 connection with, any Put Option (whether as a result of any purchase or redemption arising
there from or otherwise).

(d) Purchases
The Issuer may at any time purchase Bonds together with rights to interest relating thereto in
the open market or otherwise at any price. Bonds so purchased by the Issuer may be held
and/or resold in accordance with Articles L.213-1A and D.213-1A of the French Code
monétaire et financier for the purpose of enhancing the liquidity of the Bonds.

(e) Cancellation
All Bonds which are redeemed or purchased for cancellation pursuant to paragraphs (b)(i),
(b)(ii), (c) or (d) of this Condition will forthwith be cancelled and accordingly may not be
reissued or sold.

5 Payments

(a) Method of Payment

Payments of principal and interest in respect of the Bonds will be made in Euro by credit or
transfer to a Euro-denominated account (or any other account to which Euro may be credited or
transferred) specified by the payee in a city in which banks have access to the TARGET
System. “TARGET System” means the Trans European Automated Real Time Gross
Settlement Express Transfer (known as TARGET2) System or any successor thereto.

Such payments shall be made for the benefit of the Bondholders to the Account Holders and all
payments validly made to such Account Holders in favour of the Bondholders will be an
effective discharge of the Issuer and the Paying Agents, as the case may be, in respect of such
payments.

Payments of principal and interest on the Bonds will, in all cases, be subject to any fiscal or
other laws and regulations applicable thereto in the place of payment, but without prejudice to
the provisions of Condition 6.

(b) Payments on Business Days

If any due date for payment of principal or interest in respect of any Bond is not a Business
Day, then the Bondholder thereof shall not be entitled to payment of the amount due until the
next following day which is a Business Day (as defined below) and the Bondholder shall not
be entitled to any interest or other sums in respect of such postponed payment.

In this Condition “Business Day” means any day, not being a Saturday or a Sunday on which
the TARGET System is operating and on which Euroclear France is open for general business.

No commission or expenses shall be charged to the Bondholders in respect of such payments.

(c) Fiscal Agent and Paying Agents

The names of the initial Agents and their specified offices are set out below.

The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal
Agent or Paying Agent and/or appoint additional or other Paying Agents or approve any
change in the office through which any such Agent acts, provided that there will at all times be
a Fiscal Agent and a Principal Paying Agent having a specified office in a European city.
Notice of any such change or any change of specified office shall promptly be given to the
Bondholders in accordance with Condition 9.

23
6 Taxation

(a) Withholding Tax

All payments of principal and interest by or on behalf of the Issuer in respect of the Bonds
shall be made free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within any jurisdiction or any authority therein or thereof having power to
tax, unless such withholding or deduction is required by law.

(b) Additional Amounts

If, pursuant to French laws or regulations, payments of principal or interest in respect of any
Bond become subject to deduction or withholding in respect of any present or future taxes,
duties, assessments or other governmental charges of whatever nature imposed by or on behalf
of France or any authority therein or thereof having power to tax, the Issuer shall, to the fullest
extent then permitted by law, pay such additional amounts as may be necessary in order that
the holder of each Bond, after such deduction or withholding, will receive the full amount then
due and payable thereon in the absence of such withholding; provided, however, that the Issuer
shall not be liable to pay any such additional amounts in respect of any Bond:

(i) to, or to a third party on behalf of a Bondholder who is liable to such taxes, duties,
assessments or governmental charges in respect of such Bond by reason of his having
some connection with France other than the mere holding of such Bond;

(ii) presented more than 30 days after the Relevant Date (as defined below), except to the
extent that the holder thereof would have been entitled to such additional amounts on
the last day of such period of 30 days; or

(iii) where such withholding or deduction is imposed on a payment to an individual and is

required to be made pursuant to European Council Directive 2003/48/EC or any other
European Union Directive implementing the conclusions of the ECOFIN Council
meeting of 26-27 November 2000 on the taxation of savings or any law implementing
or complying with, or introduced in order to conform to, such Directive.

For this purpose, the “Relevant Date” in relation to any Bond means whichever is the later of
(A) the date on which the payment in respect of such Bond first becomes due and payable, and
(B) if the full amount of the monies payable on such date in respect of such Bond has not been
received by the Fiscal Agent on or prior to such date, the date on which notice is given to
Bondholders that such monies have been so received, notice to that effect shall have been duly
published in accordance with Condition 9.

Any references to these Conditions to principal and interest shall be deemed also to refer to any
additional amounts which may be payable under the provisions of this Condition 6.

7 Events of Default

If any of the following events (each an “Event of Default”) shall have occurred and be continuing:

(i) in the event of default by the Issuer in the payment of principal and interest on any of the
Bonds, if such default shall not have been cured within 7 business days in Paris thereafter; or

(ii) in the event of default by the Issuer in the due performance of any provision of the Bonds other
than as referred in Condition 7(i) above, if such default shall not have been cured within 14
business days in Paris after receipt by the Fiscal Agent of written notice of such default given
by the Representative (as defined in Condition 8); or

24
 (iii) any other present or future indebtedness of the Issuer or any of its Principal Subsidiaries for
borrowed monies in excess of Euro 30,000,000 (or its equivalent in any other currency),
whether individually or in the aggregate, becomes, following, where applicable, the expiry of
any originally applicable grace period, due and payable prior to its stated maturity as a result of
a default thereunder, or any such indebtedness shall not be paid when due or, as the case may
be, within any originally applicable grace period therefor or any steps shall be taken to enforce
any security in respect of any such indebtedness or any guarantee or indemnity given by the
Issuer or any of its Principal Subsidiaries for, or in respect of, any such indebtedness of others
shall not be honoured when due and called upon; or

(iv) the Issuer or any of its Principal Subsidiaries, enters into an amicable settlement (procédure de
conciliation) with its creditors or a judgement is issued for the judicial liquidation (liquidation
judiciaire) or for a transfer of the whole of the business (cession totale de l’entreprise) of the
Issuer; or any of its Principal Subsidiaries or, to the extent permitted by law, the Issuer or any
of its Principal Subsidiaries is subject to any other insolvency or bankruptcy proceedings under
any applicable laws or the Issuer or any of its Principal Subsidiaries makes any conveyance,
assignment or other arrangement for the benefit of its creditors or enters into a composition
with its creditors; or

(v) in the event that the Issuer or any of its Principal Subsidiaries ceases to carry on all or a
material part of its or their business or other operations, except for the purposes of and
following a merger or reorganisation (fusion, scission or apport partiel d’actifs) (i) on terms
approved by the General Meeting of the Bondholders to the extent that French law requires
such merger or reorganisation to be submitted for the approval to the General Meeting of the
Bondholders or (ii) in the case of a Principal Subsidiary, whereby the undertaking and assets of
the Principal Subsidiary are vested in the Issuer, another of its Principal Subsidiaries or any
other Subsidiary which as a result of such merger or reorganisation becomes a Principal
Subsidiary,

then the Representative upon request of any Bondholder shall, by written notice to the Issuer and the
Fiscal Agent given before all continuing Events of Default shall have been cured, cause all the Bonds
(but not some only) held by such Bondholder to become immediately due and payable as of the date
on which such notice for payment is received by the Fiscal Agent without further formality at the
principal amount of the Bonds together with any accrued interest thereon.

8 Representation of the Bondholders

Bondholders will be grouped automatically for the defence of their common interests in a masse (the
“Masse”). The Masse will be governed by the provisions of the French Code de commerce, and with
the exception of Articles L.228-48, L.228-59, R.228-63, R.228-67 and R.228-69 subject to the
following provisions:

(a) Legal Personality: The Masse will be a separate legal entity and will act in part through a
representative (the “Representative”) and in part through a general meeting of the
Bondholders (the “General Meeting”).

The Masse alone, to the exclusion of all individual Bondholders, shall exercise the common
rights, actions and benefits which now or in the future may accrue respectively with respect to
the Bonds.

(b) Representative: The office of the Representative may be conferred on a person of any
nationality. However, the following persons may not be chosen as Representatives:

25
 (i) the Issuer, the members of its Board of Directors (conseil d’administration), its general
managers (directeurs généraux), its statutory auditors, or its employees as well as their
ascendants, descendants and spouse; or

(ii) companies guaranteeing all or part of the obligations of the Issuer, their respective
managers (gérants), general managers (directeurs généraux), members of their Board of
Directors (Conseil d’administration), Management Board (Directoire) or Supervisory
Board (Conseil de surveillance), their statutory auditors, or employees as well as their
ascendants, descendants and spouses; or

(iii) companies holding 10 per cent. or more of the share capital of the Issuer or companies
having 10 per cent. or more of their share capital held by the Issuer; or

(iv) persons to whom the practice of banker is forbidden or who have been deprived of the
right of directing, administering or managing an enterprise in whatever capacity.

The following person is designated as Representative of the Masse:

Mrs Alice Bonardi

3, rue Taitbout
75009 Paris
France

The following person is designated as alternate Representative of the Masse:

Mrs Anne Besson-Imbert

10 Harewood Avenue
London NW1 6AA
United Kingdom

The Representative and alternate Representative shall not be entitled to any remuneration.

In the event of death, retirement or revocation of appointment of the Representative, such

Representative will be replaced by another Representative. In the event of the death, retirement
or revocation of appointment of the alternate Representative, an alternate will be elected by the
General Meeting.

(c) Powers of the Representative: The Representative shall (in the absence of any decision to the
contrary of the General Meeting) have the power to take all acts of management necessary in
order to defend the common interests of the Bondholders.

All legal proceedings against the Bondholders or initiated by them, must be brought by or
against the Representative.

The Representative may not interfere in the management of the affairs of the Issuer.

(d) General Meeting: A General Meeting may be held at any time, on convocation either by the
Issuer or by the Representative. One or more Bondholders, holding together at least one-
thirtieth of the principal amount of the Bonds outstanding, may address to the Issuer and the
Representative a demand for convocation of the General Meeting, together with the proposed
agenda for such General Meeting. If such General Meeting has not been convened within two
months after such demand, the Bondholders may commission one of their members to petition
a competent court in Paris to appoint an agent (mandataire) who will call the General Meeting.

Notice of the date, time, place and agenda of any General Meeting will be published as
provided under Condition 9 not less than 15 days prior to the date of such General Meeting.

26
 Each Bondholder has the right to participate in a General Meeting in person, by proxy,
correspondence, or, if the statuts of the Issuer so specify, videoconference or any other means
of telecommunications allowing the identification of the participating Bondholders. Each Bond
carries the right to one vote.

(e) Powers of the General Meetings: The General Meeting is empowered to deliberate on the
dismissal and replacement of the Representative and the alternate Representative and also may
act with respect to any other matter that relates to the common rights, actions and benefits
which now or in the future may accrue with respect to the Bonds, including authorising the
Representative to act at law as plaintiff or defendant.

The General Meeting may further deliberate on any proposal relating to the modification of the
Conditions including any proposal, whether for arbitration or settlement, relating to rights in
controversy or which were the subject of judicial decisions, it being specified, however, that
the General Meeting may not increase the liabilities (charges) to Bondholders, nor establish
any unequal treatment between the Bondholders, nor to decide to convert Bonds into shares.

General Meetings may deliberate validly on first convocation only if Bondholders present or
represented hold at least a fifth of the principal amount of the Bonds then outstanding. On
second convocation, no quorum shall be required. Decisions at meetings shall be taken by a
two-third majority of votes cast by Bondholders attending such General Meetings or
represented thereat.

In accordance with Article R.228-71 of the French Code de commerce, the rights of each
Bondholder to participate in General Meetings will be evidenced by the entries in the books of
the relevant Account Holder of the name of such Bondholder on the third business day in Paris
preceding the date set for the meeting of the relevant General Meeting at 0:00, Paris time.

Decisions of General Meetings must be published in accordance with the provisions set forth in
Condition 9.

(f) Information to Bondholders: Each Bondholder or Representative thereof will have the right,
during the 15-day period preceding the holding of each General Meeting, to consult or make a
copy of the text of the resolutions which will be proposed and of the reports which will be
presented at the General Meeting, all of which will be available for inspection by the relevant
Bondholders at the registered office of the Issuer, at the specified offices of any of the Paying
Agents and at any other place specified in the notice of the General Meeting.

(g) Expenses: The Issuer will pay all reasonable expenses relating to the operation of the Masse,
including expenses relating to the calling and holding of General Meetings and, more
generally, all administrative expenses resolved upon by the General Meeting, it being expressly
stipulated that no expenses may be imputed against interest payable under the Bonds.

(h) Notice of Decisions: Decisions of the meetings shall be published in accordance with the
provisions set out in Condition 9 not more than 90 days from the date thereof.

9 Notices

Any notice to the Bondholders will be valid if delivered to the Bondholders through Euroclear France,
Euroclear or Clearstream, Luxembourg, for so long as the Bonds are cleared through such clearing
systems and so long as the Bonds are admitted to trading on the Regulated Market of the Luxembourg
Stock Exchange, on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any such
notice shall be deemed to have been given on the date of such delivery or, if delivered more than once
or on different dates, on the first date on which such delivery is made.

27
10 Prescription
Claims against the Issuer for the payment of principal and interest in respect of the Bonds shall
become prescribed 10 years (in the case of principal) and five years (in the case of interest) from the
due date for payment thereof.

11 Further Issues
The Issuer may, from time to time without the consent of the Bondholders, issue further bonds to be
assimilated (assimilables) with the Bonds as regards their financial service, provided that such further
bonds and the Bonds shall carry rights identical in all respects (or in all respects except for the first
payment of interest thereon) and that the terms of such further bonds shall provide for such
assimilation. In the event of such assimilation, the Bondholders and the holders of any assimilated
bonds will, for the defence of their common interests, be grouped in a single Masse having legal
personality.

12 Governing Law and Jurisdiction

The Bonds and any non contractual obligation arising out of or in connection with the Bonds are
governed by the laws of France.

For the benefit of the Bondholders, the Issuer submits to jurisdiction of the competent courts in Paris.
This submission shall not limit the right of any Bondholder to take proceedings in any other court of
competent jurisdiction.

28
 USE OF PROCEEDS

The net proceeds from the issue of the Bonds will be €396,756,000 and will be used by the Issuer for
the general corporate purposes of its Group.

29
RECENT DEVELOPMENTS

Press release dated 13 January 2012

30
31
 Press release dated 9 February 2012

Legrand steps up expansion

1
in India and in the UPS market
2
by acquiring Numeric UPS

 Legrand announces the acquisition2 of Numeric UPS, India’s market leader in low- and
medium-power UPS1
 The acquisition reinforces Legrand’s positions in the new economies and in the fast-growing
UPS1 market

Legrand is actively pursuing its strategy of development through self-financed acquisitions of small to
medium-size businesses with leading positions in their markets, and today announced the acquisition2 of
Numeric UPS, the UPS division of Numeric and India’s market leader for low- and medium-power UPS1
solutions.

The Numeric UPS acquisition, which follows Legrand’s purchase of Indo Asian Switchgear in July 2010,
strengthens the group’s presence in India, where it already holds strong positions in miniature circuit
breakers, distribution enclosures and high-end wiring devices. Numeric UPS brings Legrand a portfolio of
quality products, strong brand awareness, and an extensive sales and service network of over 1,500
employees that covers the entire nation and rounds out the group’s reach in India. Legrand is thus
strengthening its presence in a fast-growing market where it has recorded organic growth in sales averaging
nearly 25% a year over the past decade.

The Numeric UPS transaction comes after Legrand’s acquisitions of Inform, Turkey’s number-one UPS
provider; Meta System Energy, an Italian modular UPS specialist; and SMS, Brazil’s UPS leader, and
continues the group’s expansion into the promising UPS market – a business line that offers an excellent fit
with energy-distribution and energy-performance activities, two of the group’s growth areas.

Based mainly in Southeast India, Numeric UPS has eight production sites, a workforce of 2,500 and its
sales reach nearly €80 million.

------------------------

Key financial dates

- 2012 first-quarter results: May 4, 2012
- Annual General Meeting: May 25, 2012
- 2012 first-half results: July 27, 2012

1
UPS: Uninterruptible Power Supply
2
The acquisition still requires corporate approval and has already received the unanimous support of Numeric’s Board of Directors

32
 Press release dated 23 February 2012

Legrand continues to expand in digital infrastructures

by acquiring Aegide in the Netherlands

 Legrand announces the acquisition of Aegide, market leader in VDI (Voice, Data, Image)
cabinets for data centers in the Netherlands and a front-running European contender in this
market
 Legrand thus strengthens its positions in the fast-growing digital infrastructure segment

After purchasing Electrorack in the US, Legrand is pursuing its development in the data-center market and
today announced the acquisition of Aegide, one of the major European contenders in data-center racks and
cabinets. Aegide leads the Dutch market and has strong positions in several other European countries
including Belgium, Switzerland and France.

Aegide’s product ranges (cabinets, racks and related products) are sold under the Minkels brand in
particular and are an ideal complement to Legrand’s offer for data centers (wire-mesh cable management,
modular UPS, busbars and VDI connectivity). Aegide’s sales network and expertise will also give Legrand
access to the main European players in the fast-growing data-center market. Legrand is thus strengthening
its positions in the digital infrastructure business, where prospects are very promising.

Based near Eindhoven, Aegide has 170 employees and sales of €36 million.

------------------------

Key financial dates

- 2012 first-quarter results: May 4, 2012
- Annual General Meeting: May 25, 2012
- 2012 first-half results: July 27, 2012

33
 Press release dated 5 March 20121

1
This information has been accurately reproduced and as far as the Issuer is aware and able to ascertain from information published
on its website by KKR on 5 March 2012, no facts have been omitted which would render this reproduced information inaccurate or
misleading.

34
35
 Press release dated 7 March 2012

Proposed appointment of two new independent directors

to the Board of Directors

The Legrand Board of Directors has decided, on the recommendation of the Nominating and Compensation
Committee meeting on March 7, 2012, to submit to the General Meeting of shareholders to be held on May
25, 2012 a proposal for the appointment of two new independent directors, Ms Christel Bories and Ms
Angeles Garcia-Poveda.

Following the appointment of Eliane Rouyer-Chevalier to Legrand's Board of Directors in 2011, the
arrivals of Christel Bories and Angeles Garcia-Poveda, subject to the approval of these resolutions by
shareholders at the next General Meeting, would raise the number of independent directors further, from
three to five members, and increase the number of women on the Board from one to three.

----------------

Biographical notes

Christel Bories

A graduate of HEC, Christel Bories began her career in 1986 as a strategy consultant with Booz-Allen &
Hamilton before moving to Corporate Value Associates. She subsequently held several executive positions
with Umicore, then Groupe Pechiney. Following Pechiney's integration into the Alcan Group, Ms. Bories
was appointed Chairman and CEO of Alcan Packaging, then Chairman and CEO of Constellium (formerly
Alcan Engineered Products), which she left in December 2011. Christel Bories is currently a director of
Natixis. She is a French national.

Angeles Garcia-Poveda

Angeles Garcia-Poveda is office manager of the Paris office of Spencer Stuart and a member of the
European leadership team. She specializes in the consumer goods sector and is also a member of the firm’s
Business & Professional Services, Private Equity and Marketing Officer practices. Before joining Spencer
Stuart in 2008, she spent 14 years with The Boston Consulting Group (BCG). She worked as a consultant at
BCG in Madrid and Paris from 1993 to 1997 before taking different recruiting roles in the firm at the local
and international levels. As BCG global recruiting manager, she worked extensively on cross-border
recruiting projects. Ms. Garcia-Poveda holds a master’s degree from ICADE, a leading graduate school of
management in Madrid. She also attended the Business Case Study Program at Harvard University. She is a
Spanish national.

Key financial dates

- 2012 first quarter results: May 4, 2012
- General Meeting of Shareholders: May 25, 2012
- 2012 first-half results: July 27, 2012

36
 Press release dated 21 March 20121

1
This information has been accurately reproduced and as far as the Issuer is aware and able to ascertain from information published
on its website by Wendel on 21 March 2012, no facts have been omitted which would render this reproduced information
inaccurate or misleading.

37
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49
 TAXATION

The statements herein regarding taxation are based on the laws in force in the Republic of France
and/or, as the case may be, the Grand Duchy of Luxembourg as of the date of this Prospectus and are
subject to any changes in law. The following summary does not purport to be a comprehensive
description of all the tax considerations which may be relevant to a decision to purchase, own or
dispose of, the Bonds. Each prospective holder or beneficial owner of Bonds should consult its tax
advisor as to the French or, as the case may be, the Luxembourg tax consequences of any investment
in, or ownership and disposition of, the Bonds.

EU Savings Directive

On 3 June 2003, the European Council of Economic and Finance Ministers adopted the Directive
2003/48/EC regarding the taxation of savings income (the “Directive”). Pursuant to the Directive and
subject to a number of conditions being met, Member State are required, since 1st July 2005, to
provide to the tax authorities of another Member State, inter alia, details of payments of interest
within the meaning of the Directive (interest, products, premiums or other debt income) made by a
paying agent located within their jurisdiction to, or for the benefit of, an individual resident in that
other Member State (or certain limited types of entities established in that other Member State) (the
“Disclosure of Information Method”).

For these purposes, the term “paying agent” is widely defined and includes in particular any
economic operator who is responsible for making interest payments, within the meaning of the
Directive, for the immediate benefit of individuals (or certain entities).

However, throughout a transitional period, certain Member States (the Grand-Duchy of Luxembourg
and Austria), instead of using the Disclosure of Information Method used by other Member States,
withhold an amount on interest payments. The rate of such withholding tax equals 35 per cent. Such
transitional period will end at the end of the first full fiscal year following the later of (i) the date of
entry into force of an agreement between the European Community, following a unanimous decision
of the European Council, and the last of several jurisdictions (Switzerland, Liechtenstein, San Marino,
Monaco and Andorra), providing for the exchange of information upon request as defined in the
OECD Model Agreement on Exchange of Information on Tax Matters released on 18 April 2002 (the
“OECD Model Agreement”) with respect to interest payments within the meaning of the Directive,
in addition to the simultaneous application by those same jurisdictions of a withholding tax on such
payments at the rates defined for the corresponding periods and (ii) the date on which the European
Council unanimously agrees that the United States of America is committed to exchange of
information upon request as defined in the OECD Model Agreement with respect to interest payments
within the meaning of the Directive.

A number of non-EU countries and dependent or associated territories have agreed to adopt similar
measures (transitional withholding or exchange of information) with effect since 1st July 2005.

The European Commission has proposed certain amendments to the Directive which may, if
implemented, amend or broaden the scope of the requirements described above.

The Directive was implemented into French law under Article 242 ter of the French Code général des
impôts, which imposes on paying agents based in France an obligation to report to the French tax
authorities certain information with respect to interest payments made to beneficial owners domiciled
in another Member State, including, among other things, the identity and address of the beneficial
owner and a detailed list of the different categories of interest paid to that beneficial owner.

50
The Directive and several agreements concluded between Luxembourg and certain dependent
territories of the European Union were implemented in Luxembourg by the Laws of 21 June 2005 (the
“Laws”).

French Taxation

Pursuant to Article 125 A III of the French Code général des impôts, interest and other similar
revenues (such as reimbursement premiums) whose debtor is domiciled or established in France,
which are paid outside of France in a non-cooperative State or territory within the meaning of Article
238-0 A of the French Code général des impôts (a "Non-Cooperative State"), are subject to a 50%
withholding tax (subject to more favourable provisions applying under an applicable tax treaty),
unless such debtor demonstrates that the main purpose and effect of the transactions to which such
interest and other revenues correspond is not to enable their payment in a Non-Cooperative State.

Furthermore, according to Article 238 A of the French Code général des impôts, interest and other
revenues on the Bonds will no longer be deductible from the Issuer's taxable income if they are paid
or accrued to persons domiciled or established in a Non-Cooperative State or paid in such a Non-
Cooperative State (the "Deductibility Exclusion"). Under certain conditions, any such non-deductible
interest and other revenues may be recharacterized as constructive dividends pursuant to Article 109
of the French Code général des impôts, in which case such non-deductible interest and other revenues
may be subject to the withholding tax set out under Article 119 bis 2 of the French Code général des
impôts, at a rate of 30% or 55% (subject to the more favourable provisions of an applicable double tax
treaty).

Pursuant to the French tax authorities ruling no. 2010/11 (FP and FE) dated 22 February 2010, the
purpose and effect of certain debt instruments is deemed not to be the payment of interest and other
revenues in a Non-Cooperative State. These debt instruments include instruments admitted, at the time
of their issue, to the clearing operations of a central depositary or of a securities clearing and delivery
and payments systems operator within the meaning of Article L. 561-2 of the French Code monétaire
et financier, or of one or more similar foreign depositaries or operators provided that such depositary
or operator is not located in a Non-Cooperative State.

Payments of interest and other similar revenues in respect of the Bonds, which are admitted, at the
time of their issue, to the operations of Euroclear France, are therefore exempt from the withholding
tax set out under Article 125 A III of the French Code général des impôts and are not subject to the
Deductibility Exclusion.

Luxembourg Withholding Taxation

There is no Luxembourg withholding tax payable on payments received upon repayment of the
principal of the Bonds.

Individuals

Luxembourg residents

A 10 per cent. withholding tax has been introduced, since 1st January 2006 on interest payments made
by Luxembourg paying agents (defined in the same way as in the Directive) to Luxembourg
individual residents. Only interest accrued after 1st July 2005 falls within the scope of this withholding
tax. Income from current accounts, provided that the interest rate is not higher than 0.75 per cent., are
exempt from the withholding tax. Furthermore, interest which is accrued once a year on savings
accounts (short and long term) and which does not exceed €250 per person and per paying agent is
exempted from the withholding tax.

51
This withholding tax represents the final tax liability for the Luxembourg individual resident
taxpayers.

Luxembourg non-residents

Subject to the application of the Directive and the Laws, there is no withholding tax for Bondholders
non-resident of Luxembourg on payments of interest (including accrued but unpaid interest).

Under the Directive and the Laws, a Luxembourg based paying agent (within the meaning of the
Directive) is required since 1st July 2005 to withhold tax on interest and other similar income paid by
it to (or under certain circumstances, to the benefit of) an individual resident in another Member State,
unless the beneficiary of the interest payments elects for the exchange of information. The same
regime applies to payments to individuals resident in certain dependent territories.

The withholding tax rate is 35 per cent. . The withholding tax system will only apply during a
transitional period, the ending of which depends on the conclusion of certain agreements relating to
information exchange with certain third countries.

Corporations

There is no withholding tax for Luxembourg resident and non-resident corporations Bondholders on
payments of interest (including accrued but unpaid interest).

All prospective Bondholders should seek independent advice as to their tax positions.

52
 SUBSCRIPTION AND SALE

Subscription Agreement

BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc and Natixis (the
"Joint Lead Managers"), CM-CIC Securities and Société Générale (the "Co-Lead Managers", and
together with the Joint Lead Managers, the "Managers") have, pursuant to a Subscription Agreement
dated 17 April 2012 (the "Subscription Agreement"), jointly and severally agreed with the Issuer,
subject to the satisfaction of certain conditions, to subscribe for the Bonds at an issue price equal to
99.474 per cent. of the principal amount of the Bonds, less any applicable commission. In addition,
the Issuer will pay certain costs incurred by it and the Managers in connection with the issue of the
Bonds.

The Managers are entitled to terminate the Subscription Agreement in certain limited circumstances
prior to the issue of the Bonds. The Issuer has agreed to indemnify the Managers against certain
liabilities in connection with the offer and sale of the Bonds.

General Selling Restrictions

Each Manager has agreed to observe all applicable laws and regulations in each jurisdiction in or from
which it may acquire, offer, sell or deliver Bonds or have in its possession or distribute this Prospectus
or any other offering material relating to the Bonds. No action has been, or will be, taken in any
country or jurisdiction that would, to the best of each Manager's knowledge, permit a public offering
of the Bonds, or the possession or distribution of this Prospectus or any other offering material
relating to the Bonds, in any country or jurisdiction where action for that purpose is required.
Accordingly, the Bonds may not be offered or sold, directly or indirectly, and neither this Prospectus
nor any circular, prospectus, form of application, advertisement or other offering material relating to
the Bonds may be distributed in or from, or published in, any country or jurisdiction except under
circumstances that will result in compliance with any applicable laws and regulations and all offers
and sales of Bonds by it will be made on the same terms.

France

Each of the Managers has represented and agreed that it has not offered or sold and will not offer or
sell, directly or indirectly, any Bonds to the public in France and it has not distributed or caused to be
distributed and will not distribute or cause to be distributed to the public in France, the Prospectus or
any other offering material relating to the Bonds and such offers, sales and distributions have been and
will be made in France only to (a) persons providing investment services relating to portfolio
management for the account of third parties, and/or (b) qualified investors (investisseurs qualifiés), as
defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French
Code monétaire et financier.

United Kingdom

Each Manager has represented and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to
be communicated an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received
by it in connection with the issue or sale of the Bonds in circumstances in which section 21(1) of
the FSMA would not, if the Issuer were not an authorised person, apply to the Issuer; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

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United States

The Bonds have not been and will not be registered under the Securities Act or the securities law of
any U.S. state, and may not be offered or sold, directly or indirectly, in the United States of America
or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act or such state securities
laws. The Bonds are being offered and sold only outside of the United States to non-U.S. persons in
reliance on Regulation S.

Each Manager has represented and agreed that it has not offered or sold, and will not offer or sell, the
Bonds (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the
commencement of the offering and the issue date of the Bonds, within the United States or to, or for
the account or benefit of, U.S. persons and, it will have sent to each distributor or dealer to which it
sells Bonds during the distribution compliance period a confirmation or other notice setting forth the
restrictions on offers and sales of the Bonds within the United States or to, or for the account or
benefit of, U.S. persons.

Terms used in this paragraph and not otherwise defined in this Prospectus have the meanings given to
them in Regulation S.

In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of
Bonds within the United States by a dealer that is not participating in the offering may violate the
registration requirements of the Securities Act.

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 GENERAL INFORMATION

1. The Bonds have been accepted for clearance through Euroclear France, Clearstream,
Luxembourg and Euroclear. The International Securities Identification Number (ISIN) for the
Bonds is FR0011234921. The Common Code number for the Bonds is 077340289.

2. The address of Euroclear France is 115, rue Réaumur, 75081 Paris Cedex 02, France. The
address of Euroclear is 1 boulevard du Roi Albert II, 1210 Bruxelles, Belgium and the address
of Clearstream, Luxembourg is 42 avenue John Fitzgerald Kennedy, L-1855 Luxembourg,
Grand-Duchy of Luxembourg.

3. Application has been made to the Luxembourg Stock Exchange for the Bonds to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official
List.

4. The issue of the Bonds was authorised by resolution of the Board of Directors (Conseil
d’administration) of the Issuer dated 8 February 2012 and a decision of Gilles Schnepp,
Chairman and Chief Executive Officer (Président Directeur Général) of the Issuer dated
13 April 2012.

5. Copies of:

(i) the statuts of the Issuer;

(ii) the Fiscal Agency Agreement;

(iii) this Prospectus; and

(iv) the documents incorporated by reference in this Prospectus,

will be available for inspection during the usual business hours on any week day (except
Saturdays and public holidays) at the registered office of the Issuer.

This Prospectus and the documents incorporated by reference in this Prospectus will be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

6. Except as disclosed in this Prospectus on pages 30 to 49, there has been no significant change
in the financial or trading position of the Issuer or of the Group since 31 December 2011 and
no material adverse change in the prospects of the Issuer since 31 December 2011.

7. The Issuer is not involved in any governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Issuer is aware), during the 12
months preceding the date of this Prospectus which may have, or have had in the recent past,
significant effects on the Issuer or the Group’s financial position or profitability.

8. PricewaterhouseCoopers Audit and Deloitte & Associés are the statutory auditors of the Issuer.
PricewaterhouseCoopers Audit and Deloitte & Associés have audited, and rendered unqualified
reports on, the consolidated financial statements of the Issuer as at, and for the two years
ended, 31 December 2010 and 31 December 2011. PricewaterhouseCoopers Audit and Deloitte
& Associés are registered as Commissaires aux Comptes (members of the Compagnie
Nationale des Commissaires aux Comptes and the Compagnie Régionale de Versailles) and are
regulated by the Haut Conseil du Commissariat aux Comptes.

9. The estimated costs for the admission to trading are €8,100.

10. The yield in respect of the Bonds is 3.438 per cent. per annum and is calculated on the basis of
the issue price of the Bonds. It is not an indication of future yield.

55
11. As far as the Issuer is aware, no person involved in the issue of the Bonds has an interest
material to the issue.
12. As far as the Issuer is aware, there are no conflicts of interest material to the issue or offer of
the Bonds between the duties of the members of the Board of Directors (Conseil
d'administration) and their private interests and/or their other duties.

56
 REGISTERED OFFICE OF LEGRAND
128, avenue du Maréchal de Lattre de Tassigny
87000 Limoges
France

JOINT LEAD MANAGERS

Crédit Agricole Corporate and Investment
BNP Paribas
Bank
10 Harewood Avenue
9, quai du Président Paul Doumer
London NW1 6AA
92920 La Défense Cedex
United Kingdom
France
HSBC Bank plc Natixis
8 Canada Square 30, avenue Pierre Mendès France
London E14 5HQ 75013 Paris
United Kingdom France

CO-LEAD MANAGERS
CM-CIC Securities Société Générale
6, avenue de Provence 29, boulevard Haussmann
75009 Paris 75009 Paris
France France

STATUTORY AUDITORS OF THE ISSUER

PricewaterhouseCoopers Audit Deloitte & Associés

Crystal Park 185, avenue Charles de Gaulle
63, rue de Villiers BP 136
92208 Neuilly-sur-Seine 92203 Neuilly-sur-Seine
France France

LEGAL ADVISORS
To the Issuer To the Managers

Linklaters LLP Allen & Overy LLP

25, rue de Marignan Edouard VII
75008 Paris 26, boulevard des Capucines
France 75009 Paris
France

FISCAL AGENT AND PRINCIPAL PAYING AGENT

BNP Paribas Securities Services
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin
France

57
 LUXEMBOURG LISTING AGENT
BNP Paribas Securities Services, Luxembourg Branch
33, rue de Gasperich, Howald-Hesperange
L-2085 Luxembourg
Grand-Duchy of Luxembourg

58