2008 Registration Document - Rexel

The table below summarizes the free shares allocations carried out in 2007.Plan A B C D E FShareholders’ Meeting March 20, 2007Management Board April 11,2007April 11,2007April 11,2007April 11,2007April 11,2007October 29,2007April 11,2007Number of beneficiaries 22 36 22 36 134 6 372 5October 29,2007Initial number of free shares allocated 1,302,133 1,254,443 607,655 585,400 333,435 7,474 939,124 26,517Corporate officersJean-Charles Pauze 353,810 – 165,111 – – – – –Nicolas Lwoff 180,203 – 84,094 – – – – –Pascal Martin 180,203 – 84,094 – – – – –Jean-Dominique Perret 120,136 – 56,063 – – – – –Ten first employees 1,520,263Date of final allocation April 11,2009Date of transferability of shares April 12,2011Number of free shares irrevocably allocatedas at December 31, 2008Number of free shares that have been cancelledor lapsedNumber of free shares allocated and effective as atDecember 31, 2008April 11,2011April 12,2011April 11,2009April 12,2011April 11,2011April 12,2011April 11,2009April 12,2011October 29,2009October 30,2011April 11,2011April 12,2011October 29,2011October 30,2011– – – – – – – –– – 44,953 43,301 40,145 – 130,752 –1,302,133 1,254,443 562,702 542,099 293,290 7,474 808,372 26,517During the financial year ended December 31, 2008, noneof the free shares allocated to the corporate officers and tothe ten first employees of Rexel became available.Allotment of free shares carried out duringthe financial year ended December 31, 2008Pursuant to the authorizations granted by the Ordinaryand Extraordinary Shareholders’ Meeting held on May 20,2008 and by the Supervisory Board on May 20, 2008, theManagement Board decided on the principle of grantingfree shares and, during its meeting on June 23, 2008,decided:− to confirm and definitively set the list of beneficiaries offree shares under the June 23, 2008 Plans;− to definitively establish (i) the criteria and conditions forallocating free shares, in particular the conditions ofperformance, and (ii) the term of the period of acquisitionand, as the case may be, of the holding period for theshares, as they appear in the regulations for plans grantingfree shares established by the Management Board (the“Plans”). The regulations of the Plans are designated, inaccordance with their specific terms and conditions, by thedenominations “COMEX Rexel 4+0”, “COMEX Rexel 2+2”,“MANAGERS Rexel 4+0” and “MANAGERS Rexel 2+2”;− to grant 1,541,720 free Rexel shares under the provisionsof articles L.225 197-1 et seq. of the French CommercialCode.On May 20, 2008, in the context of the authorization grantedto the Management Board to carry out the allocation of freeshares, the Supervisory Board decided that the membersof the Management Board who are allocated free sharesshall hold 10% of such shares in the registered form untilthe end of their term of office.Following these allocations of free shares, 21,784 Rexelshares were liberated because certain beneficiaries left theRexel Group.In accordance with the twenty-seventh resolution of Rexel’sOrdinary and Extraordinary Shareholders’ Meeting held onMay 20, 2008, the Management Board has decided, onOctober 1, 2008, to proceed with a second allocation offree shares and:− to modify the maturity dates of the periods of acquisitionand transfer of the Plans, the performance criteria beingidentical to those established for the grant on June 23,2008;− to proceed with a free grant of 66,241 Rexel shares,pursuant to the provisions of articles L.225 197-1 et seq.of the French Commercial Code;− to confirm and definitively set the list of beneficiaries ofgrants of free shares under the Plans.REXEL 2008 | PAGE 141