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The Legrand Group Fair Competition Charter OUR CULTURE AND COMMITMENTS
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The Legrand Group Fair Competition Charter...markets to pe optimally promoting long-t inno Charteconcurrence_EN-OK.indd 2 28/09/12 16:11 The general principles governing the behaviour

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Page 1: The Legrand Group Fair Competition Charter...markets to pe optimally promoting long-t inno Charteconcurrence_EN-OK.indd 2 28/09/12 16:11 The general principles governing the behaviour

The Legrand GroupFair CompetitionCharter

OUR CULTURE AND COMMITMENTS

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The genethe behaviour and actions ofLegrandare definFundameoutlinesThese arcompliancomplianc

Healthyguaranteworkingencourag

However,only becoevery emhelps tobasis thrrelationshicommittlegal actLegrandand cansignificantcriminalwish to mstaff awacomplyingpracticehigh stak

Honest andcompetition emarkets to pe

optimallypromoting long-t

inno

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The general principles governingthe behaviour and actions ofLegrand and its employeesare defined in the Charter ofFundamental Principles, whichoutlines the Group’s key values.These are based on legalcompliance and, in particular,compliance with competition law.

Healthy and fair competitionguarantees the best possibleworking of the markets andencourages long-term innovation.

However, such an approachonly becomes legitimate whenevery employee supports andhelps to promote it on a dailybasis through our businessrelationships. Any offencescommitted by staff may result inlegal action being brought againstLegrand by the proper authoritiesand can thus lead it to incursignificant financial and indeedcriminal sanctions. We thereforewish to make all the group’sstaff aware of the importance ofcomplying with good commercialpractice and understanding thehigh stakes involved.

Should Legrand face legal action,this could affect the Group’sreputation, its financial strengthand even the continuation of itsbusiness activities. Committinga breach of competition lawis a very serious act, entailingthe liability of the employeestowards their employer and theauthorities.

Please read the following pagescarefully and strictly implementthe instructions they contain.

Gilles SchneppChairman and CEO

Honest and faircompetition enablesmarkets to perform

optimally whilepromoting long-term

innovation

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The LegrandGroup FairCompetition Charter

1. IntroducUse of thisRemind

2. ProhibProhibitProhibitExchanging

3. DangeAgreemePurchaseVerticalNon-abuse

4. Practattention should be paidActivitiesorganisatiInevitablPlant visitNegotiatio

5. Conclusio

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3

SUM

MA

RY

1. IntroductionUse of this guide 5Reminder of Legrand’s economic chain 5

2. Prohibited practicesProhibited agreements between competitors 7Prohibited vertical agreements 8Exchanging of information with competitors 8

3. Dangerous practices whose legality depends on the circumstancesAgreements between competitors 11Purchase and sales agreements between competitors 12Vertical agreements 12Non-abuse of market power 13

4. Practical recommendations : specific situations to which specialattention should be paidActivities involving professional associations / Standardisationorganisations 17Inevitable / informal meetings with competitors 19Plant visits not organised in view of a potential purchase 19Negotiations prior to purchases or sales of subsidiaries or businesses 19

5. Conclusion 21

Summary

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These guidelinesare designed t

identify behaviourto be prohthroughout

Legrand Groupthe situations

to generat

n Use of this guideThe aim of this guideLegrand’s employeethe practices and rulcompetition. It is relmembers.

In order to enable bettof the underlying legaguide uses simple langnot aim to cover all trules on competition law, nor all pothigh-risk situations. Ftrouble understandingGroup’s Legal Departmentprovide any assistan

This guide describessituations that indusas Legrand can face.understand that all kior practices that altelevel of competition on a giveither voluntarily orbe approached withcare.

Please note that thisexhaustive and is noeach employee intocompetition law. Howpragmatic sense, it shouto pinpoint the kinds

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5

These guidelinesare designed to help

identify behavioursto be prohibitedthroughout the

Legrand Group, andthe situations liable

to generate risks

InTR

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UCT

Ion

1. Introduction

n Use of this guideThe aim of this guide is to makeLegrand’s employees aware ofthe practices and rules regardingcompetition. It is relevant to all staffmembers.

In order to enable better understandingof the underlying legal principles, thisguide uses simple language and doesnot aim to cover all the existing texts andrules on competition law, nor all potentialhigh-risk situations. For any questions ortrouble understanding certain points, theGroup’s Legal Department will happilyprovide any assistance required.

This guide describes the high-risksituations that industrial companies suchas Legrand can face. It is important tounderstand that all kinds of behaviouror practices that alter or reduce thelevel of competition on a given market,either voluntarily or involuntarily, mustbe approached with the greatest possiblecare.

Please note that this guide is notexhaustive and is not intended to turneach employee into a specialist incompetition law. However, in a verypragmatic sense, it should help you bothto pinpoint the kinds of behaviour that the

Group needs to prohibit and to recognizehigh-risk situations. If in doubt, pleasecontact the Group’s Legal Department,which will provide you with an informedopinion.

n Reminder of Legrand’s economicchainThe economic chain Legrand deals withcomprises the following players:- Upstream: material suppliers, serviceproviders and sub-contractors;- Downstream: a range of primarydistribution channels including majordistributors and buying groups, as well asend customers/users;- Indirectly: specifiers of Legrandsolutions.

Legrand plays an important role in itseconomic chain. It is strongly involvedin professional organisations and itoften holds significant market share,which requires it to take special care inensuring it complies with competitionrules, particularly regarding the abuse ofmarket power.

We must take care not to overlookthis risk by underestimating our legalrequirements in terms of complying withcompetition rules.

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Price-fixingmarket allo

agreements aras the most se

viola

Below is a list of thepractices that are pcountries, and whichbe avoided at all co

These mainly consior exchanges of infrival companies opesame level of the ecoccasionally also so-cagreements, involvthat operate on diffchain of productiondistributors, retaile

n Prohibited agreemecompetitorsAgreements or concdevised by several coperating on the sammarket constitute ccompetition law, whon principle whenevamong others:

• price fixing (for a ygeographical area, aetc.);• the dividing-up ofareas, customers or• limits on production

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Price-fixing andmarket allocation

agreements are seenas the most serious

violations

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Below is a list of the principalpractices that are prohibited in mostcountries, and which must thereforebe avoided at all costs.

These mainly consist of agreementsor exchanges of information betweenrival companies operating on thesame level of the economic chain, butoccasionally also so-called verticalagreements, involving companiesthat operate on different levels of achain of production (e.g. suppliers,distributors, retailers, customers).

n Prohibited agreements betweencompetitorsAgreements or concerted practicesdevised by several companiesoperating on the same level of amarket constitute clear breaches ofcompetition law, which are prohibitedon principle whenever they involve,among others:

• price fixing (for a year, ageographical area, a product family,etc.);• the dividing-up of geographicalareas, customers or markets;• limits on production or capacities;

• the exchanging of confidentialinformation;• methods of replying to calls fortenders with the aim of sharingimportant information;• boycotting of other competitors.

Agreements on price fixing and thedividing-up of markets are consideredas the most serious breaches on thisnon-exhaustive list.

2. Prohibitedpractices

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each market actormust remain free

to set their ownprices

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n Prohibited vertical agreementsThis refers to agreements betweenseveral companies operating ondifferent levels of an economic chainwithin a market, thereby affectingcompetition.

Accordingly, it is essential to avoid,among others, practices that involve:

• reaching agreement with one (ormore) distributor(s) in order to fix theend customer retail prices charged bythe distributor(s);

• reaching agreement with one (ormore) distributor(s) in order to fix theirprofit margin.

Each participant must remain free toindependently set the price they wish,depending on their costs incurred, andmust not be influenced in any way.

A supplier may however recommenda retail price to its distributors butcannot impose these prices onthem, as this would constitute clearrestriction of competition, with nopossible justification.

n exchanging of information withcompetitorsThe exchanging of commercially-sensitive information betweencompetitors artificially increases thelevel of transparency on a marketand thereby reduces competition byremoving uncertainty over competitors’behaviour and strategy and increasingthe risk of coordination.It is therefore strictly prohibited forstaff to exchange any commercially-sensitive information with competitors,including, among others:

• Current, future or past prices;• Market share;• Margins;• Profits;• Volume of business;• Customer names;• Terms of sale;• Intentions regarding calls fortenders;• Estimated company costs;• Distribution techniques;• Intentions regarding investment orinnovation.

There are a limitedin which competitorcertain sensitive infcases only cover activprofessional associathe legality of the siconfirmed by the LegalIndeed, in certain caspossible to exchangedue to the need to eagreement or hold neof a purchase or saland scope of these einformation must bein-depth analysis anLegal Department.

The practices list

If you discover orbeing implementesoon as possible.

If you are approached, either in writing (lcompetitor or anotor, more generallto participate in t

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changing of information with

commercially-ormation betweenartificially increases the

ency on a markets competition by

ainty over competitors’egy and increasing

ation.tly prohibited for

any commercially-n with competitors,hers:

past prices;

ess;

ding calls for

ny costs;echniques;

ding investment or

There are a limited number of casesin which competitors can exchangecertain sensitive information. Thesecases only cover activities relating toprofessional associations or wherethe legality of the situation has beenconfirmed by the Legal Department.Indeed, in certain cases, it becomespossible to exchange informationdue to the need to enter into a legalagreement or hold negotiations in viewof a purchase or sale. The contentand scope of these exchanges ofinformation must be submitted forin-depth analysis and approval by theLegal Department.

The practices listed above are prohibited by the Legrand Group.

If you discover or suspect that any such prohibited practices are alreadybeing implemented, please contact your ethics issues representative assoon as possible.

If you are approached, either in writing (letter, fax, email) or orally, by acompetitor or another third party in order to discuss a prohibited agreementor, more generally, one of the practices mentioned above, you must refuseto participate in the exchange and inform your superiors.

How to respond

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Complcompetitiregul

Certain practices mlegal or illegal dependingcircumstances or themarket. Such practof cooperative agreintended to pursuebut it is essential toimplementation also ccompetition rules.Please note that pucan involuntarily haimpact on a participant on the markor a related marketcompetitive conditio

In all cases, it is essethe Group’s Legal Department inorder to confirm thplanned agreement

n Agreements betwAgreements betweenmay potentially putThese situations areprohibited but a detof the situation andconditions of the planmust be carried outThe underlying objeagreements must notcompetition that shouldtwo or more rival co

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Comply withcompetitionregulations

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3. Dangerouspractices whoselegality depends onthe circumstances

Certain practices may be eitherlegal or illegal depending on thecircumstances or the structure of themarket. Such practices (the signingof cooperative agreements, etc.) areintended to pursue a legal objectivebut it is essential to ensure that theirimplementation also complies withcompetition rules.Please note that pursuing a legal goalcan involuntarily have a detrimentalimpact on a participant on the marketor a related market and/or harmcompetitive conditions.

In all cases, it is essential to contactthe Group’s Legal Department inorder to confirm the legality of yourplanned agreement or actions.

n Agreements between competitorsAgreements between competitorsmay potentially put the Group at risk.These situations are not systematicallyprohibited but a detailed analysisof the situation and the terms andconditions of the planned agreementmust be carried out beforehand.The underlying objective of theseagreements must not be to restrict thecompetition that should exist betweentwo or more rival companies.

Such agreements include, for example,the following:

• Agreements regarding the pooling ofmanufacturing resources;• Industrial cooperation agreements;• Technology transfer agreements(e.g. patent licensing or assignmentagreements);• Joint marketing agreements;• Standardisation agreements;• Joint replies to calls for tenders.

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A dominant markposition is a

for incrvigilanc

The Legaldepartment is there

to provide advicebefore certain

agreements can besigned

n Purchase and sales agreementsbetween competitorsA company may choose to supply acompetitor or purchase supplies froma competitor. However, it must bepossible to justify such agreements.These agreements must not representa concealed means of collectingsensitive information on competitors(particularly regarding competitors’manufacturing capacities or prices).

Consequently, for the purposesof negotiations and agreementsregarding purchase or saletransactions between competitors,information may only be exchangedon the products relevant to theagreements in question. It is prohibitedto discuss other products or any priceterms in relation to third parties.

The competition authorities do notautomatically encourage the signing ofsuch agreements; please contact theLegal Department before taking anysteps of this kind.

n Vertical agreementsIt is important not to attempt torestrict the commercial freedomof the other party to the contract.Please therefore contact the LegalDepartment if the aim of certainplanned agreements is to:

• recommend retail prices;

• restrict the trade area within whichone of the parties wishes to operate;

• prohibit a contra-party frommaintaining commercial relations withLegrand’s competitors (e.g. by limitingits capacity to purchase supplies fromrival suppliers or by requiring it toexclusively purchase its supplies fromLegrand);

• restrict the contra-party’s capacitiesto extend its customer portfolio;

• undertake to exclusively purchasesupplies from the contra-party andnot approach other service providers /suppliers;

• undertake to exclusively supply thecontra-party for a given area and notapproach other distributors (e.g. bygranting it territorial exclusivity).

n non-abuse of markAbuse of market powcompetitive practicecompany in a domini.e. with «market poto engage in order tostrengthen its dominant position, byclosing the market tnew participants orpresent competitorsdetriment of end cusconsumers.

Market share is a keexistence of a dominaa market. The markdefined under competitcover, for purposes of initial analthe segments of theStrategic Business Ar

The Legrand Groupas having a dominanwhenever it holds mmarket share. This ccase whenever it holdsshare, of around 30competitors hold a sposition to be capabeffectively (which iswhen the market shdo not exceed 15 toD

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A dominant marketposition is a factor

for increasedvigilance

entso attempt torcial freedomo the contract.ontact the Legalaim of certain

s is to:

prices;

area within whichwishes to operate;

party fromercial relations withors (e.g. by limiting

chase supplies fromby requiring it to

e its supplies from

a-party’s capacitiesomer portfolio;

usively purchaseontra-party andservice providers /

usively supply theiven area and not

tributors (e.g. byial exclusivity).

n non-abuse of market powerAbuse of market power is an anti-competitive practice in which acompany in a dominant position,i.e. with «market power», is liableto engage in order to maintain orstrengthen its dominant position, byclosing the market to the arrival ofnew participants or excluding already-present competitors from it, to thedetriment of end customers andconsumers.

Market share is a key indication of theexistence of a dominant position ona market. The market in question, asdefined under competition law, couldcover, for purposes of initial analysis,the segments of the Group’s differentStrategic Business Areas (SBA).

The Legrand Group could be consideredas having a dominant positionwhenever it holds more than 50% ofmarket share. This could also be thecase whenever it holds a lesser marketshare, of around 30 to 40%, but nocompetitors hold a sufficiently strongposition to be capable of competingeffectively (which is quite often the casewhen the market shares of competitorsdo not exceed 15 to 20%).

It is important to take great care in thiscase and request assistance from theLegal Department in order to draw up amore accurate definition of the conceptof «dominant position» and all resultingrisks involved in terms of businesspractices.

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14If there is indeed a dominant marketposition, it is essential to abstainfrom any anti-competitive behaviourthat could be considered as illegal,including, among others:• Tie-in sales of separate products;• Unfairly low or predatory prices (i.e.lower than costs) or, on the contrary,excessively high prices;• Discriminatory prices or terms ofsale;• Unjustified refusal to sell;• Imposing retail prices or marginsupon distributors;• Rebates or discounts to increasecustomer loyalty that are not justifiedon grounds of economies of scale orgains in efficiency;• Imposing supply-related exclusivityupon a distributor or customer;• Imposing upon a distributor orcustomer the need to set aside aminimum market share of its sales forthe supplier or comply with a minimumvolume of sales.

If you have any doubtfind yourself or acontact your supe

Planned agreeme(competitors, distribuDepartment for a

Likewise, the businconsidered as abusebe implemented w

If you have accessLegrand Group inDepartment in or

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If you have any doubts regarding the legality of a situation in which youfind yourself or a situation in which you wish to involve the group, you mustcontact your superiors and the Legal Department.

Planned agreements with one of the participants in the economic chain(competitors, distributors or customers) must be submitted to the LegalDepartment for approval in order to confirm their legality.

Likewise, the business practices that are mentioned above and could beconsidered as abuse of market power must not, under any circumstances,be implemented without prior approval from the Legal Department.

If you have access to sensitive information relating to competitors of theLegrand Group in one of its areas of business, please contact the LegalDepartment in order to inform them of this fact.

How to respond

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Associationsbusines

organizationshave a usefu

legitimat

Some of the situationbelow could occasionallthe company finds itswhere it is in breachlaw.So far as at all possgetting involved in suor, otherwise, takeprecautions.Here are a few of thmay arise.

n Activities involvingassociations / StandorganisationsProfessional associatioorganisations bringparticipants in the emore specifically, mUnder the pretencegoal of promoting ainterests of an econovarious meetings anby these organisationsopportunity for compand exchange informtherefore opportunibreaches of competAll necessary precauttaken to avoid exposingrisks of this kind. Finoted that your participation in these

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Associations orbusiness

organizations musthave a useful,

legitimate role

4. Practicalrecommendations :specific situations towhich special attentionshould be paid

Some of the situations mentionedbelow could occasionally mean thatthe company finds itself in a situationwhere it is in breach of competitionlaw.So far as at all possible, please avoidgetting involved in such situationsor, otherwise, take all necessaryprecautions.Here are a few of the situations thatmay arise.

n Activities involving professionalassociations / StandardisationorganisationsProfessional associations ororganisations bring together all theparticipants in the economic chain and,more specifically, mutual competitors.Under the pretence of the legitimategoal of promoting and defending theinterests of an economic sector, thevarious meetings and events heldby these organisations represent anopportunity for competitors to meetand exchange information and aretherefore opportunities to commitbreaches of competition law.All necessary precautions should betaken to avoid exposing the Group torisks of this kind. Firstly, it should benoted that your participation in these

events must meet a Group need andthe association must have a useful andlegitimate role.

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Step upvigilance during

infexch

Make sureall business

practices havefirst been given

approval fromthe association’s

legal office

Particular attention must be paid tothe exchanges that take place via theseprofessional associations. You musttherefore check in advance that:• the association or organisation hasinternal rules that make its membersaware of competition law;• the meetings are organised aroundan agenda, which does not refer toprohibited practices. Minutes must bedrawn up after each meeting.If any prohibited practices areimplemented or even referred to in thecourse of the meeting by representativesof competitors, you should immediatelydemand that these discussions bebroken off, publicly and specificallyexpress your opposition and check thatthe meeting’s minutes make reference toyour statement. Finally, you must leavethe meeting.

Business conducted via a professionalassociation or organisation may provesensitive due to the exchange ofconfidential commercial information,the pooling of certain research resultsor the fact that members do each otherfavours.You must ensure that these practices orthe information that is exchanged havereceived prior approval from the legaldepartment of the association itself and/or the Group’s Legal Department.

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n Inevitable / inforcompetitorsMeetings may be orrepresentatives of ccompanies for variooften, these meetingsno records are madYou must take particutype of meeting.You must thereforeapproval from yourregarding the relevapresence at such anthe information thatwhile you are there.In spite of their informalconfidential nature,must under no circuprohibited practices,or by a competitor.If the representativebroaches a subject that thenot, you must expreleave without participating in thediscussion and reporsuperiors.

n Plant visits not ora potential take-oveWhen they are not oa potential take-overplant visits require capproval from your

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Step up yourvigilance during

informalexchanges

via a professionalganisation may prove

xchange ofial information,research results

members do each other

these practices oris exchanged haveal from the legalsociation itself and/Department.

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n Inevitable / informal meetings withcompetitorsMeetings may be organised betweenrepresentatives of competingcompanies for various reasons. Mostoften, these meetings are informal andno records are made of what is said.You must take particular care with thistype of meeting.You must therefore request priorapproval from your superiorsregarding the relevance of yourpresence at such an event, as well asthe information that may be exchangedwhile you are there.In spite of their informal andconfidential nature, these meetingsmust under no circumstances result inprohibited practices, either by yourselfor by a competitor.If the representative of a competitorbroaches a subject that they shouldnot, you must express your opposition,leave without participating in thediscussion and report to yoursuperiors.

n Plant visits not organised in view ofa potential take-overWhen they are not organised in view ofa potential take-over or sale, industrialplant visits require compulsoryapproval from your superiors or the

Legal Department. You must not askany questions on sensitive subjects inthe course of these visits.In any case, when organised in viewof a potential take-over or sale, theplant visit must take place under theresponsibility of the Group’s CorporateDevelopment unit.

n negotiations prior to take-over orsales of subsidiaries or businessesBefore you even contact a competitorin view of a potential take-over or sale,you must contact the Group’s LegalDepartment in order to be briefed andtrained regarding the behaviour tobe adopted and the information thatmay be discussed in the course of thenegotiations.

Certain information may only beexchanged during the final stages ofthe take-over or sale process, withstaff with the level of confidentialitynecessary for the transaction(Corporate Development unit andGeneral Management).

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20You must abstain from participating in any events that are of no interest to theGroup.

You must abstain from joining or participating in the meetings of a professionalassociation that does not provide the necessary guarantees regardingcompetition law.

You must be proactive in the organisation and during any meetings. You musthave a clear idea of the subjects that will be covered during future meetings.

If you detect or witness any prohibited practices, either when involved witha professional association or during another meeting, you must specificallydemand that this be stopped. During an institutionalised meeting, you mustdemand that the minutes make reference to your request. If the discussioncontinues, you must leave the ongoing meeting or event and report to theGroup’s Legal Department.

when participating in pre-take-over or pre-sale meetings, we recommend thatyou contact the Corporate Development in order to be briefed on the elementswhich you are authorised to discuss and those on which you are prohibited fromexchanging information.

If you receive a complaint from a competitor, a customer or a third partyregarding the Group’s involvement in anti-competitive practices, you mustimmediately inform the Group of the situation. Firstly, inform the company/person who lodged the complaint that you do not believe that there is a genuinerisk of anti-competitive practices existing but that you are going to take theircomplaint into serious consideration by referring it to the relevant department.

Finally, if you have doubts over a well-established Group practice, you shouldcontact the Legal Department. The fact that the practice is well-establishedshould not prevent you from raising doubts about it.

How to respond

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5. Conclusion

The aim of this guide is to make all ofthe Legrand Group’s employees awareof the basic principles of competitionlaw. Many rules are based on commonsense, i.e. the Group’s behaviour mustnot (a) obstruct free access to themarket by its direct competitors nor (b)obstruct the commercial freedom of itsdistributors and customers.Some practices do however requiremore in-depth knowledge oflegislation: if you have even theslightest doubt, please contact theGroup’s Legal Department, which willdecide whether or not to approve yourapproach.

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Group Internal Communicationand external Relations128, av. de Lattre de Tassigny87045 Limoges Cedex - Francetél. : 33 (0)5 55 06 87 87télex : 580048 Ffax : 33 (0)5 55 06 88 88 FR

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