Legrand : Prospectus Bonds 2024 - 2032

Prospectus dated 4 July 2017

(a société anonyme incorporated in France)

This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the "Prospectus Directive") and the relevant implementing measures in France, in respect of, and for the purposes of giving information with regard to, Legrand and its consolidated subsidiaries and its minority shareholdings taken as a whole (the "Group") and the Bonds (as defined below) which, according to the particular nature of the Issuer, the Group and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group.

The €500,000,000 0.75 per cent. Bonds due 6 July 2024 (the "2024 Bonds") of Legrand (the "Issuer") will be issued outside the Republic of France and will mature on 6 July 2024 (the "2024 Bonds Maturity Date").

Interest on the 2024 Bonds will accrue at the rate of 0.75 per cent. per annum from 6 July 2017 (the "2024 Bonds Issue Date") and will be payable in Euro annually in arrear on 6 July in each year, commencing on 6 July 2018.

The €500,000,000 1.875 per cent. Bonds due 6 July 2032 (the "2032 Bonds", and together with the 2024 Bonds, the "Bonds" and each a "Bond") of the Issuer will be issued outside the Republic of France and will mature on 6 July 2032 (the "2032 Bonds Maturity Date").

Interest on the 2032 Bonds will accrue at the rate of 1.875 per cent. per annum from 6 July 2017 (the "2032 Bonds Issue Date", and together with 2024 Bonds Issue Date, the "Issue Date") and will be payable in Euro annually in arrear on 6 July in each year, commencing on 6 July 2018.

References to "Terms and Conditions of the Bonds" are either references to "Terms and Conditions of the 2024 Bonds" or to "Terms and Conditions of the 2032 Bonds".

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 their respective Maturity Date. 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"). The Issuer may, at its option, redeem all (but not some only) of the outstanding 2024 Bonds or 2032 Bonds (i) from (and including) (a) 6 April 2024 in respect of the 2024 Bonds to (but excluding) the 2024 Bonds Maturity Date, and (b) 6 April 2032 in respect of the 2032 Bonds to (but excluding) the 2032 Bonds Maturity Date, on any such date, at their principal amount together with accrued interest, as described under "Terms and Conditions of the Bonds - Redemption and Purchase - Redemption at the option of the Issuer - Pre-Maturity Call Option",

1. at any time prior to their respective Maturity Date and in accordance with the provisions set out in "Terms and Conditions of the Bonds - Redemption and Purchase - Redemption at the option of the Issuer - Make-whole Redemption by the Issuer", (iii) at any time prior to their respective Maturity Date, if 80 per cent. of the 2024 Bonds or of the 2032 Bonds have been redeemed or purchased and cancelled, in accordance with the provisions set out in "Terms and Conditions of the Bonds - Redemption and Purchase - Redemption at the option of the Issuer - Clean-Up Call Option", and (iv) following an Acquisition Event (as defined hereinafter), at an amount equal to 101 per cent. of the principal amount of the Bonds together with their respective accrued interest to (but excluding) their respective date fixed for redemption in accordance with the provisions set out in "Terms and Conditions of the Bonds - Redemption and Purchase

   - Redemption at the option of the Issuer - Acquisition Event Call Option".

   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 6 July 2017, 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, S.A. ("Clearstream").

   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 Autorité des marchés financiers in France (the "AMF") in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général, which implements the Prospectus Directive for the approval of this Prospectus for the purposes of Prospectus Directive. Application has also been made to the regulated market of Euronext in Paris ("Euronext Paris") for the Bonds to be listed and admitted to trading on Euronext Paris. Euronext Paris 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, as amended.

   The Issuer is rated A- (negative outlook) by S&P Global Ratings ("S&P") and the Bonds have been assigned a rating of A- by S&P.

   The credit rating included or referred to in this Prospectus have been issued by S&P, which is established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies (the "CRA Regulation"), as amended, 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 (www.esma.europa.eu/supervision/credit-rating-agencies/risk) 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.

   So long as any of the Bonds are outstanding, copies of this Prospectus and any document incorporated by reference therein are available on the website of the Issuer (www.legrand.com) and on the website of the AMF (www.amf-france.org).

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

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   RISK FACTORS4

   IMPORTANT NOTICE10

   DOCUMENTS INCORPORATED BY REFERENCE12

   TERMS AND CONDITIONS OF THE 2024 BONDS17

   TERMS AND CONDITIONS OF THE 2032 BONDS29

   USE OF PROCEEDS41

   RECENT DEVELOPMENTS42

   TAXATION62

   SUBSCRIPTION AND SALE64

   GENERAL INFORMATION66

   PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS68

   RISK FACTORS

   The following are certain risk factors of the offering of the Bonds of which prospective investors should be aware. The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with Bonds are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Bonds, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Bonds may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Bonds are exhaustive. 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 (including any information incorporated by reference therein).

   The terms defined in "Terms and Conditions of the 2024 Bonds" and "Terms and Conditions of the 2032 Bonds" (together, the "Terms and Conditions of the Bonds") shall have the same meaning where used below.

   Risks Factors related to the Issuer and the Group

   Risk factors relating to the Issuer and the Group are set out in pages 37 to 50 of the 2016 Registration Document (as defined in section "Documents Incorporated by Reference") incorporated by reference into this Prospectus and include the following:

   • Strategic risk including economic environment, competitive environment, disruptive technology and digital transformation, acquisitions and intellectual property;

   • Operational risk including suppliers, raw materials cost, talent and skills, business continuity and security and continuity of IT systems;

   • Reputational and compliance risk including product quality and safety, compliance with local or international regulations and standards, environmental protection and internal control vulnerability and/or non-compliance risks; and

   • Financial risks including counterparty risk, liquidity risk, market risks, customer credit risk and litigation risk.

   Risks Factors 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:

2. 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;

3. 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;