2008 Registration Document - Rexel

12. Shareholdersemployees of Rexel Distribution, on one or more occasions,options to subscribe for Rexel Distribution shares, givingthe right to subscribe for a maximum of 1,000,000 RexelDistribution shares, subject to certain conditions and to theexercise of all options. The subscription price was equal tothe average of the closing prices on the stock exchangeduring the 20 trading days preceding the option grantdate.On May 16, 2001, the Board of Directors of Rexel Distributionset up the plan relating to these options to subscribe forshares and awarded 299,300 options to subscribe for RexelDistribution shares, giving the right to subscribe for 299,300shares of Rexel Distribution at the price of €81 per RexelDistribution share. These options could not be exercisedfor a period of four years following the date of allocation.The beneficiaries of these options could subsequentlyexercise them only during a period of six years followingthe expiration of this four-year period, that is, until May 15,2011 inclusive.Following the Rexel Distribution capital increase effectedin June 2003 and the exceptional distribution of reserveson March 4, 2005, the subscription price of the RexelDistribution shares when exercising the options wasadjusted. As at December 31, 2008, the subscription pricefor the Rexel Distribution shares that may be subscribed forafter exercising the options to subscribe for shares grantedunder the 2001 plan is €59.68 per share.Rexel Distribution share subscription option plansestablished in 2002On May 13, 2002, under the authorization granted bythe shareholders of Rexel Distribution at the aforesaidextraordinary general meeting held on May 16, 2001, theBoard of Directors of Rexel Distribution granted 360,543options to subscribe for 360,543 Rexel Distribution sharesat the price of €70.57 per Rexel Distribution share. Theseoptions could not be exercised for a period of four yearsfollowing the date of allocation. The beneficiaries of theseoptions could subsequently exercise them only during aperiod of six years following the expiration of this four-yearperiod, that is, until May 12, 2012 inclusive.Following the Rexel Distribution capital increase effectedin June 2003 and the exceptional distribution of reserveson March 4, 2005, the subscription price for the RexelDistribution shares was adjusted. As at December 31,2008, the subscription price for the Rexel Distributionshares that may be subscribed for after exercising theoptions to subscribe for shares granted under the 2002plan is €51.99 per share.Rexel Distribution share subscription option plansestablished in 2003At the extraordinary general meeting held on May 14,2003, the shareholders of Rexel Distribution authorized theBoard of Directors of Rexel Distribution to grant to certainemployees and corporate officers of Rexel Distribution,on one or more occasions, options to subscribe for RexelDistribution shares, giving the right to subscribe for amaximum of 1,000,000 Rexel Distribution shares, subjectto certain conditions and to the exercise of all options.The subscription price could not be lower than 80% of theaverage of the opening prices on the stock exchange duringthe 20 trading days preceding the option grant date.On July 7, 2003, the Board of Directors of Rexel Distributionset up the plans relating to these options and granted623,413 options to subscribe for a maximum of 623,413Rexel Distribution shares at the price of €26.75 per RexelDistribution share, it being specified that 173,488 of the623,413 options granted were exercisable only if certainperformance criteria tied to the results of Rexel Distributionwere met in 2004 and 2005. Following the exceptionaldistribution of reserves on March 4, 2005, the subscriptionprice for Rexel Distribution shares was adjusted. As atDecember 31, 2008, the subscription price is €21.61 perRexel Distribution share. Options to subscribe for sharesunder the 2003 plan that are not covered by the liquidityagreement described below are exercisable betweenJuly 8, 2007 and July 6, 2013 inclusive.Rexel Distribution share subscription option plansestablished in 2004At the extraordinary general meeting held on May 24,2004, the shareholders of Rexel Distribution authorized theBoard of Directors of Rexel Distribution to grant to certainemployees and corporate officers of Rexel Distribution, onone or more occasions, a maximum number of options tosubscribe for Rexel Distribution shares, giving the right tosubscribe for a maximum of 1,300,000 Rexel Distributionshares, subject to certain conditions and to the exercise ofall options. The subscription price was equal to the averageof the opening prices on the stock exchange during the20 trading days preceding the date of grant of the options.On July 5, 2004, the Board of Directors of Rexel Distributionset up the plans relating to these options and awarded782,790 options to subscribe for Rexel Distribution shares,giving the right to subscribe for 782,790 Rexel Distributionshares at the price of €35.26 per Rexel Distribution share,here being specified that 179,550 of the 782,790 optionsgranted were exercisable only if certain performancecriteria tied to the results of Rexel Distribution were met in2005 and 2006. Following the exceptional distribution ofreserves on March 4, 2005, the subscription price for sharesubscription options was adjusted. As at December 31,2008, the subscription price is €28.49 per Rexel Distributionshare. Options to subscribe for shares under the 2004 planthat are not covered by the liquidity agreement describedbelow are exercisable between July 6, 2008 and July 4,2014 inclusive.PAGE 136 | REXEL 2008