2008 Registration Document - Rexel

On the same day the Chairman using the delegationof powers he had been granted, decided to grant164,460 options to 7 beneficiaries under Plan No. 1.The beneficiaries of options granted under Plan No. 1 andPlan No. 2 may exercise their option only upon expiry of aperiod of non-availability of 4 years as from the time theyare granted.Consequently, the table below sets forth the number of sharesubscription options definitively vested as at December 31,2008 and which can be exercised at the term of the periodsof non-availability.Plan Plan No. 1 Plan No. 2Date of shareholders’ meeting October 28,2005Option grant date October 28,2005May 31, 2006 October 4,2006May 31, 2006 October 4,2006October 28,2005November 30,2005May 31, 2006May 31, 2006Number of options to subscribe for shares granted 2,711,000 169,236 164,460 259,050 34,550Maximum total number of options that can be exercised (1) 1,231,002 140,944 267,452 474,456 67,976Total number of shares that can be subscribed for (1) 1,231,002 140,944 267,452 474,456 67,976Total number of shares that can be subscribed by (1) :Rexel’s corporate officers – – – – –Rexel’s ten first employees 860,750 169,236 164,460 35,500 17,600Start of option exercise period October 28,2009Option expiry date October 28,2016May 31, 2010 October 4,2010October 28,2016October 28,2016November 30,2009November 30,2016May 31, 2010November 30,2016Exercise price of the option (1) e5 e6,50 e9,50 e5 e6,50Number of options that have been subscribedfor as at December 31, 2008Aggregate number of options that have been cancelledor lapsed– – – – –– – – 1,500 2,000Outstanding options at the end of the financial year 1,231,002 140,944 267,452 472,956 65,976(1) After the division of the par value of the Rexel share which occurred in 2007.During the financial year ended December 31, 2008, (i) nooption to subscribe for or to purchase shares was grantedto Rexel’s corporate officers or to the ten first employeesof Rexel, and (ii) no option to subscribe for or to purchaseshares was exercised by Rexel’s corporate officers or theten first employees of Rexel.12.2.5.2 Plans instituted by Rexel Distribution12.2.5.2.1 Purchase options for sharesRexel Distribution share purchase option plansestablished in 1999At the extraordinary general meeting held on May 25, 1999,the shareholders of Rexel Distribution authorized the Boardof Directors of Rexel Distribution to grant, on one or moreoccasions, options giving the right to purchase existingshares of Rexel Distribution arising from share repurchasesby Rexel Distribution under the conditions and within thelimits of applicable laws.On December 8, 1999, the Board of Directors of RexelDistribution set up for the benefit of certain managers andsenior executives of Rexel Distribution the plan relating tothese stock purchase options and awarded 176,100 optionsto purchase Rexel Distribution shares, giving the right topurchase 176,100 shares of Rexel Distribution at the priceof €74.67 per Rexel Distribution share. The stock optionscould not be exercised during a period of five years followingthe date of grant. The beneficiaries of these options couldsubsequently exercise them only during a period of fiveyears following the expiration of this first five-year period,that is, until December 7, 2009 inclusive.Following the Rexel Distribution capital increase effected inJune 2003 and the exceptional distribution of reserves onMarch 4, 2005, the purchase price of the Rexel Distributionshares when exercising the options was adjusted. AtDecember 31, 2008, the purchase price of Rexel Distributionshares is €55.02 per share.12.2.5.2.2 Subscription options for sharesRexel Distribution share subscription option plansestablished in 2001At the extraordinary general meeting held on May 16,2001, the shareholders of Rexel Distribution authorized theBoard of Directors of Rexel Distribution to grant to certainREXEL 2008 | PAGE 135