2008 Registration Document - Rexel

During the financial year ended December 31, 2008, the Management Board allocated the following free shares of Rexel to thecorporate officers and the ten first employees:BeneficiaryCorporate officersPlanNumberof sharesallocatedduring financialyearValuationof allocatedshares*Date ofacquisitionDate ofavailabilityJean-Charles Pauze June 23, 2008 70,708 604,553 June 23, 2010 June 24, 2012Nicolas Lwoff June 23, 2008 35,581 304,218 June 23, 2010 June 24, 2012Pascal Martin June 23, 2008 35,581 304,218 June 23, 2010 June 24, 2012Jean-Dominique Perret June 23, 2008 35,581 304,218 June 23, 2010 June 24, 2012Ten first employeesChristopher Hartmann June 23, 2008 94,789 714,709 June 23, 2012 June 24, 2012October 1, 2008 28,436 223,791 October 1, 2012 October 2, 2012Patrick Bérard June 23, 2008 35,581 304,218 June 23, 2010 June 24, 2012Henri-Paul Laschkar June 23, 2008 35,581 268,281 June 23, 2012 June 24, 2012Jeremy De Brabant June 23, 2008 27,893 210,313 June 23, 2012 June 24, 2012Mitch Williams June 23, 2008 27,893 210,313 June 23, 2012 June 24, 2012Paul Zekhuis June 23, 2008 17,790 152,105 June 23, 2010 June 24, 2012Werner Hardt June 23, 2008 15,882 119,750 June 23, 2012 June 24, 2012Jeff Hall June 23, 2008 15,882 119,750 June 23, 2012 June 24, 2012Performance criteria– the acquisition of 50% of thenumber of free shares dependson the variation in the EBITDAmargin between 2007 and2009;– the acquisition of 25% of thenumber of free shares dependson the 2008 EBITDA level; and– the acquisition of 25% of thenumber of free shares dependson the level of the 2009 NetDebt / 2009 EBITDA ratio.– the acquisition of 50% of thenumber of free shares dependson the variation in the EBITDAmargin between 2007 and2009;– the acquisition of 25% of thenumber of free shares dependson the 2008 EBITDA level; and– the acquisition of 25% of thenumber of free shares dependson the level of the 2009 NetDebt / 2009 EBITDA ratio.Kerry Warren June 23, 2008 14,147 106,668 June 23, 2012 June 24, 2012 – the acquisition of 40% of theBrad Greene June 23, 2008 14,147 106,668 June 23, 2012 June 24, 2012number of free shares dependson the variation in the EBITDAmargin between 2007 and2009; and– the acquisition of 20% of thenumber of free shares dependson the 2008 EBITDA level.* According to the method used for the consolidated financial statements.During the financial year ended December 31, 2008, no freeshares became available.12.2.7 Issuance and grating of warrantsto subscribe for Rexel sharesOn April 4, 2007, the Management Board decided touse the authorization granted to him by the Ordinary andExtraordinary Shareholders’ Meeting of February 13, 2007in its eleventh resolution in order to carry out an increase inRexel’s share capital reserved for the employees. In order totake into account the constraints relating to local regulation,the Management Board has decided that the subscriptionprice of the shares reserved for the beneficiaries in Germany(the “German Beneficiaries”), within the context ofthe leverage formula, would correspond to 100% of theoffer price, i.e. €16.50 (after the division of the par valueof the Rexel share which occurred in 2007), the GermanBeneficiaries receiving, in lieu of the 20% discount, awarrant to subscribe for shares of Rexel (a “Warrant”)for each share subscribed for through the compartment“Rexel Germany Levier 2012” of the “Rexel ActionnariatInternational” Employee Investment Fund.Number of Warrants issuedThe number of shares subscribed for within the contextof the leverage formula in Germany amounting to 40,594,40,594 Warrants, attached to the said shares subscribedfor through the “Rexel Germany Levier 2012” compartmentof the “Rexel Actionnariat International” EmployeeInvestment Fund, approved by the AMF under the numberREXEL 2008 | PAGE 143