2008 Registration Document - Rexel

12. ShareholdersMerrill Lynch Global Private Equity (“MLGPE”)ML Global Private Equity Fund, L.P. and Merrill LynchVentures L.P. 2001 (hereinafter jointly referred to as “MerrillLynch Global Private Equity”) are investment companiesthat belong to the private equity division of Merrill Lynch& Co., Inc. (hereinafter, “Merrill Lynch”), a subsidiary ofBank of America Corporation.MLGPE invests on behalf of various managed affiliatesand syndicatees with a primary emphasis on the world’slargest economies, including the United States, Europe,Japan, China, India, Latin America and Australia, taking amulti-sector approach to identifying attractive investmentopportunities. The MLGPE team is composed ofapproximately 70 highly-experienced, dedicated investmentprofessionals located in seven countries around the world.Bank of America Corporation is one of the world’s largestfinancial institutions, serving individual consumers, smalland middle market businesses and large corporationswith a full range of banking, investing, asset managementand other financial and risk-management products andservices.Ray Investment S.à r.l. (“Ray Investment”)Ray Investment is a société à responsabilité limitéeestablished under Luxembourg law, with registeredoffices at 10, avenue de la Liberté, L-1930 Luxembourg,registered with the Luxembourg companies registry undernumber B 104.766. Its share capital is €1,599,194,600,divided into 31,983,892 shares with a par value of €50each. Ray Investment is owned by CD&R, Eurazeo andMLGPE and other equity investors, including Caisse deDépôt, Placement du Québec and Citigroup Venture ShareCapital Equity Partners L.P., an investment fund headed byCitigroup Venture Share capital.12.2 SHARE CAPITAL AND VOTING RIGHTS12.2.1 Breakdown of shares and voting rights by shareholderThe table below shows the breakdown of the shareholding and of the voting rights of Rexel as of December 31, 2008, 2007 and2006:ShareholdersNumberof sharesDecember 31, 2008 December 31, 2007 December 31, 2006Numberof votingrights% ofshares% ofvotingrightsNumberof sharesNumberof votingrights% ofshares% ofvotingrightsNumberof sharesNumberof votingrightsRay Investment 194,896,524 194,896,524 76.13 76.13 188,778,562 188,778,562 73.74 73.74 62,479,369 62,479,369 99.10 99.10Rexdir S.A.S. N/A N/A N/A N/A N/A N/A N/A N/A 304,404 304,404 0.48 0.48Rexop S.A.S. N/A N/A N/A N/A N/A N/A N/A N/A 262,001 262,001 0.42 0.42Principal Rexel Group senior 2,824,937 2,824,937 1.10 1.10 3,068,990 3,068,990 1.20 1.20 N/A N/A N/A N/Amanagers and executives (1)Public (2) 57,057,351 57,057,351 22.30 22.30 63,561,275 63,561,275 24.83 24.83 N/A N/A N/A N/ATreasury shares 1,215,015 1,215,015 (3) 0.47 0.47 (3) 585,000 585,000 (3) 0.23 0.23 (3) N/A N/A N/A N/ATOTAL 255,993,827 255,993,827 100 100 255,993,827 255,993,827 100 100 63,045,774 63,045,774 100 100(1) Employees of the Rexel Group holding shares in pure or administered registered form.(2) Public shareholding includes shares owned by employees of the Rexel Group.(3) Theoretical voting rights. For the purpose of shareholders’ meetings, no voting right is actually attached to these shares.% ofshares% ofvotingrights12.2.2 Shareholding thresholddisclosuresDuring the financial year ended December 31, 2008, furtherto share loan transactions, Morgan Stanley informed Rexelthat:− on June 2, 2008, Morgan Stanley crossed upwards the5% threshold in share capital and voting rights of Rexel,as it indirectly held at such date 13,072,637 Rexel sharesrepresenting the same number of voting rights, i.e., 5.11%of the share capital and voting rights of Rexel; and− on June 3, 2008, Morgan Stanley crossed downward the5% threshold in share capital and voting rights of Rexel,as it indirectly held at such date 8,741,013 Rexel sharesrepresenting the same number of voting rights, i.e., 3.41%of the share capital and voting rights of Rexel.On August 6, 2008, Rexel was also informed by letter of theacquisition by Ray Investment of 3,226,410 Rexel shares.PAGE 132 | REXEL 2008