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REFERENCE DOCUMENT Page Page 2009 REFERENCE DOCUMENT Page Page 01 RESPONSIBILITY FOR THE REFERENCE 08 CORPORATE GOVERNANCE 91 DOCUMENT AND STATUTORY AUDITS 3 8.1 - Administration and management of the Company 92 1.1 - Person responsible for the reference document 4 8.2 - Remuneration and benefi ts 95 1.2 - Statutory Auditors 5 8.3 - Operation of administrative and management bodies 100 1.3 - Financial information 6 8.4 - Report of the Chairman of the Board of Directors on corporate governance and internal controls 107 02 SUMMARY OF SELECTED FINANCIAL INFORMATION 9 09 EMPLOYEES 119 9.1 - Number and breakdown 120 03 RISK FACTORS 13 9.2 - Options for subscription to new shares or purchase of existing shares 120 3.1 - Industrial and environmental risks 14 9.3 - Free share allotments 124 3.2 - Risks related to operations 16 9.4 - Profi t sharing, employee share ownership/savings 3.3 Legal risks 17 plans and company investment fund 125 3.4 - Financial risks 18 10 SHAREHOLDERS 127 04 INFORMATION ABOUT THE GROUP 21 10.1 - Principal shareholders 128 4.1 - History and development 22 10.2 - Shareholders’ agreement and specifi c agreements 130 4.2 - Investments 23 10.3 - Related-party transactions 132 4.3 - Organizational structure 24 11 FINANCIAL INFORMATION CONCERNING THE 05 THE GROUP’S BUSINESS 29 ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES OF THE GROUP 133 5.1 - Legrand’s business 30 5.2 - Principal activities 39 11.1 - Consolidated fi nancial statements in accordance with IFRS standards for the fi nancial years ended December 31, 2009, December 31, 2008 and 06 SUSTAINABLE DEVELOPMENT 49 December 31, 2007 134 11.2 - Statutory Auditors’ report on the consolidated fi nancial 6.1 - Commitment to sustainable development 50 statements in accordance with IFRS for the year ended 6.2 - Legrand’s membership of the United Nations December 31, 2009 185 Global Compact 51 11.3 - Fees paid to Statutory Auditors 187 6.3 - Governance 52 11.4 - Dividend policy 188 6.4 - Environmental commitment: policies and results in 2009 53 11.5 - Legal proceedings and arbitration 189 6.5 - Social commitments and community involvement: 11.6 - Signifi cant changes in fi nancial and commercial situation 189 policies and results in 2009 61 12 ADDITIONAL INFORMATION 191 07 MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL 12.1 - Share capital 192 YEAR ENDED DECEMBER 31, 2009 67 12.2 - Articles of incorporation and by-laws 195 7.1 - Preliminary disclaimer 68 7.2 - Overview 68 13 MATERIAL AGREEMENTS 201 7.3 - Operating profi ts 69 7.4 - Year-on-year comparisons 74 7.5 - Cash and capital resources 82 CONCORDANCE TABLES 203 7.6 - Capital expenditure 85 Concordance table – Annual fi nancial report 7.7 - Off balance sheet commitments 85 (article 222-3 of the general regulations of the french 7.8 - Contractual obligations 86 “Autorité des marchés fi nanciers”) 204 7.9 - Variations in exchange rates 86 Concordance table – European commission regulation 7.10 - Quantitative and qualitative disclosures relating (EC) no. 809/2004 of April 29, 2004 204 to fi nancial risks 87 7.11 - Summary of critical accounting policies 87 APPENDIX 209 7.12 - New IFRS pronouncements 88 7.13 - Trends and prospects 88 Appendix 1 - Annual accounts for the fi nancial year 7.14 - Table of consolidated fi nancial results ended December 31, 2009 (Company’s accounts) 210 over the last fi ve years 89 Appendix 2 - Management Report of the Board of Directors on February 10, 2010 to the Annual General Meeting on May 27, 2010 225 Appendix 3 - Report of the Statutory Auditors on Company’s fi nancial statements for the year ended December 31, 2009 241 Appendix 4 - Resolutions for the Combined General Meeting of shareholders on May 27, 2010 243 Appendix 5 - Statutory Auditors’ special report on regulated agreements and commitments with third parties 253 CONTENTS 01 02 03 04 05 06 07 2009 08 REFERENCE 09 DOCUMENT 10 11 12 Pursuant to article 212-13 of its general regulations, this reference document was filed with the French market supervisor Autorité des marchés fi nanciers (AMF) on April 15, 2010. This document may be used 13 to support a fi nancial operation only if it is completed by an off ering circular approved by the Autorité des marchés fi nanciers. This reference document has been prepared by the issuer under the responsibility of the signatories. TDC A 2009 REFERENCE DOCUMENT - legrand 1 CONTENTS NOTE 01 References to the “Group” and “Legrand” are to the Company, within these markets. However, internal surveys, estimates, its consolidated subsidiaries and its minority shareholdings. market research and publicly available information, while believed References to “Legrand France” are to Legrand France, the by Legrand to be reliable, have not been independently verifi ed 02 Company’s subsidiary, previously named Legrand SA, and which and Legrand cannot guarantee that a third party using diff erent company name was changed by the Shareholders’ Meeting on methods to assemble, analyze or compute market data would February 14, 2006, and not to its subsidiaries. References to obtain or generate the same results. In addition, its competitors “Legrand SAS” are to Legrand SAS, dissolved without liquidation may define the Company’s markets differently from Legrand. 03 by a decision of the Board of Directors of the Company dated Because statements relating to market shares and market sizes February 8, 2006, and previously an indirect subsidiary of the are Company estimates, they are not data extracted from the Company. consolidated fi nancial statements, and Legrand cautions readers not to place undue reliance on such statements. In this document, references to “KKR” are to all companies owned 04 and controlled by investment funds advised by Kohlberg Kravis This document contains forward-looking statements. These Roberts & Co. L.P. forward-looking statements include all matters that are not historical facts. They are mentioned in various sections of this In this document, references to “Wendel” are, unless otherwise document and contain data relating to the Group’s intentions, specifi ed, to Wendel and/or one or more of its subsidiaries. 05 estimates and targets, concerning in particular its market, strategy, The Company’s consolidated fi nancial statements presented in this growth, results, fi nancial position and cash position. document for the years ended December 31, 2009, 2008 and 2007 By their nature, forward-looking statements involve risks and have been prepared in accordance with International Financial uncertainties because they relate to events and depend on 06 Reporting Standards (“IFRS”) as endorsed by the European Union. circumstances that may or may not occur in the future. Forward- Since the Group has not adopted the carve-out arrangements looking statements are not guarantees of the Group’s future of IAS 39 proposed by the European Union, these consolidated performance. The Company’s actual fi nancial condition, actual financial statements were also prepared in accordance with results and cash fl ows, and the development of the industry in IFRS principles as articulated by the International Accounting 07 which it operates, may diff er materially from those made in or Standards Board (“IASB”). Therefore the use of the term “IFRS” suggested by the forward-looking statements contained in this within this document refers both to the international accounting document. In addition, even if the Group’s financial condition, standards as adopted in the European Union and as articulated results of operations and cash flows, and the development of by IASB. The Company prepares and presents its consolidated 08 the industry in which Legrand operates, are consistent with the fi nancial statements in accordance with IFRS as required by French forward-looking statements contained in this document, those law. IFRS may diff er in certain signifi cant respects from French results or developments may not be indicative of results or GAAP. The parent company fi nancial statements are presented in developments in subsequent periods. Factors that could cause accordance with French GAAP. 09 those diff erences include, among other things, the risk factors This document contains information about Legrand’s markets and described in chapter 3 of this reference document. Accordingly, its competitive position therein, including market size and market all forward-looking statements should be evaluated with the share. Legrand is not aware of any authoritative industry or market understanding of their inherent uncertainty. reports that cover or address the market for electrical and digital 10 The forward-looking statements provided in this document are infrastructure in buildings, and thus assembles information on its only made as of the date of this document. The Group will update markets through its subsidiaries, which compile information on this information as necessary in its fi nancial communications. their local markets annually. They derive that information from Legrand operates in a competitive environment subject to rapid formal and informal contacts with industry professionals (such 11 change. It therefore is not able to anticipate all risks, uncertainties as professional associations), trade data from distributors of or other factors that may aff ect its activities, their potential impact electrical products, building statistics and macroeconomic data. on its activities or the extent to which the occurrence of a risk or Legrand estimates its position in its markets based on market data combination of risks could have
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