2008 Registration Document - Rexel

12. ShareholdersThe total number of shares that have been issued pursuantto the decisions of the Management Board of March 20,2007 and April 4, 2007, implementing the increase in Rexel’sshare capital reserved for the employees of the RexelGroup companies which have adhered to the PEG andthe PEGI plan amounts to 1,436,874 shares, and the totalamount of the capital increase reserved to such employeesamounts to €19,266,448 (including an issuance premium of€12,082,078), taking into account a par value of €5 per share.This capital increase was carried out and recorded by theManagement Board meeting of April 18, 2007. On April 18,2007, the Management Board also carried out the issuanceof 40,594 warrants to subscribe for shares (BSAs) attached tothe 40,594 shares subscribed by the “Rexel Germany Levier2012” compartment of the “Rexel Actionnariat International”employee investment fund (FCPE).In addition, in accordance with the twentieth resolution ofthe Ordinary and Extraordinary Shareholders’ Meeting heldon May 10, 2008 and following the Supervisory Board’sauthorization on July 30, 2008, the Management Boardhad decided to implement an employee shareholding planin December 2008 for the employees of employees ofRexel Group companies which have adhered to the PEGand the PEGI. Meanwhile, considering the high volatility ofthe markets, Rexel believed that the necessary conditionsto allow for the implementation of this operation were notpresent, and decided to defer its launch.As of December 31, 2008, the number of shares helddirectly by employees or through Employee InvestmentFunds was 1,366,444 shares, i.e., approximately 0.53% ofthe share capital.12.2.5 Subscription or purchase optionsfor Rexel sharesThis paragraph describes the share subscription or purchaseoption plans of Rexel and Rexel Distribution in order topresent an information on the share subscription or purchaseoptions issued and the related liquidity mechanisms.12.2.5.1 Rexel’s share purchase option plansOn October 28, 2005, the Extraordinary Shareholders’Meeting authorized the Chairman of Rexel (then a société paractions simplifiée) to grant certain employees or corporateofficers of the Rexel Group’s French or foreign companies,under two share subscription options plans, on one ormore occasions, a maximum total of 3,171,300 options tosubscribe for Rexel shares giving the right to subscribe fora maximum total of 3,171,300 of the Rexel shares, in theevent of exercise of all the options, at a subscription price of€10 per share (before division of the par value of the Rexel’sshare which took place during 2007) and subject to certainconditions.Pursuant to the delegation of powers granted to him by theShareholders’ Meeting, the Chairman:1. on October 28, 2005, fixed the terms and conditions of afirst share subscription option plan for certain of Rexel’semployees or corporate officers of the Rexel Group’sFrench or foreign companies (the “Plan No. 1”). PlanNo. 1 concerned 2,882,000 options to subscribe forshares at the maximum, representing 2,882,000 newshares to be issued by Rexel at the maximum. Thesubscription price was €10 (before division of the parvalue of the Rexel’s share which took place during 2007).Plan No. 1 has a duration of ten (10) years as from (i)October 28, 2005, if all the options have been grantedon this date, or (ii) October 28, 2006. Under Plan No. 1,the Chairman of Rexel granted 2,775,120 options tosubscribe for shares, of which 2,711,000 were effectivelygranted to 46 beneficiaries; and2. on November 30, 2005, fixed the terms and conditions ofa second share subscription option plan for certain otheremployees and corporate officers of the Rexel Group’sFrench or foreign companies (the “Plan No. 2”). PlanNo. 2 concerned 289,300 options to subscribe for sharesat the maximum, representing 289,300 new shares to beissued by Rexel at the maximum. The subscription pricewas €10 (before division of the par value of the Rexel’sshare which took place during 2007). Plan No. 2 hasa duration of 10 years as from (i) November 30, 2005,if all the options have been granted on this date, or (ii)November 30, 2006. Under Plan No. 2, the Chairmanof Rexel granted 265,700 options to subscribe forshares, of which 259,050 were effectively granted to 198beneficiaries.On May 31, 2006, the Shareholders’ Meeting, duly notingthat there remained a certain number of options to begranted under Plan No. 1 and Plan No. 2 and that otheroptions had become available after certain beneficiarieshad left the Rexel Group, authorized the Chairman of Rexelto carry out (i) a new grant of options up to a maximumof 171,000 options under Plan No. 1, and (ii) a new grantof options up to a maximum of 35,586 options under PlanNo. 2. Furthermore, on the basis of a multi-criteria analysis,the Shareholders’ Meeting fixed at €13 the subscriptionprice for one share of Rexel upon the exercise of one optionto subscribe for shares (before division of the par value ofRexel’s shares which took place during 2007).On the same day, the Chairman, using the delegationof powers he had been granted, decided to award (i)169,236 options to subscribe for shares to 5 beneficiariesunder Plan No. 1 and (ii) 35,550 options to subscribe forshares to 35 beneficiaries under Plan No. 2, 34,550 optionshaving been effectively granted to 34 beneficiaries.On October 4, 2006, the Shareholders’ Meeting, duly notingthat there remained a number of options to be granted underPlan No. 1 and that other options had become available aftercertain beneficiaries had left the Rexel Group, authorizedthe Chairman of Rexel, under Plan No. 1, to carry out a newstock option grant up to a maximum of 164,460 options.Furthermore, on the basis of a multi-criteria analysis, theShareholders’ Meeting fixed the stock option subscriptionprice at €19 per Rexel share upon the exercise of an optionto subscribe for shares (before division of the par value ofRexel’s shares which took place during 2007).PAGE 134 | REXEL 2008