2008 Registration Document - Rexel

12. ShareholdersFCE20070042, on behalf of the German Beneficiaries,holders of share of the “Rexel Germany Levier 2012”Employee Investment Fund, have been issued and freelyallocated.Form of the Warrants issuedThe Warrants are held in registered form. They areregistered in the name of the “Rexel Germany Levier 2012”compartment of the “Rexel Actionnariat International”Employee Investment Fund, in an account maintained byBNP PARIBAS SECURITIES SERVICES, 3 rue d’Antin,75002 Paris.Terms of exercise of the warrants (BSAs)The Warrants are exercisable at any time by the holder ofthe Warrants until April 30, 2012, inclusive. After April 30,2012 at midnight, the Warrants which will not have beenexercised will lapse.The “Rexel Germany Levier 2012” Compartment of the“Rexel Actionnariat International” Employee InvestmentFund, holder of the Warrants, will not be able to sell theWarrants except to BNP PARIBAS, underwriter, whichwill act as a counterpart within the context of the swapagreement entered into between BNP PARIBAS and the“Rexel Germany Levier 2012” compartment.Representation of the Warrants holdersIn accordance with Article L.228-103 of the FrenchCommercial Code, Warrants holders will be groupedtogether, to protect their common interests, in a collectivegroup (masse) which shall have legal personality. The Masseis governed by provisions identical to those applicable tobonds, under Articles L.228-47 to L.228-64, L.228-66and L.228-90 of the French Commercial Code. A separateMasse for each type of securities giving access to the samerights will be, as the case may be, created.Maintenance of the rights of the Warrants holdersIn the event of a transaction affecting Rexel’s share capitalresulting in an adjustment in accordance with the provisionsof Articles L.228-98 et seq. of the French Commercial Codeand Articles R.228-87 et seq. of the French CommercialCode, the rights of the Warrants holders will be maintainedthrough an adjustment of the subscription conditions inaccordance with the provisions of the French CommercialCode above mentioned.Exercise of the subscription rightSubject to the adjustments effected, as the case may be,in accordance with the above paragraph, each Warrantgives the right to subscribe for one new share of Rexel witha par value of €5 (as of the date hereof) in considerationof a subscription price corresponding to the Offer Priceas determined by the Management Board on April 2007,16.50, i.e., €16.50 (after the division of the par value of theRexel share which occurred in 2007). The subscriptionprice will have to be fully paid in cash by the Warrant holderin an amount corresponding to the number of Warrantsexercised. The new shares subscribed upon exercise of theWarrants will be fully fungible with existing shares and shallconfer to their holders the same rights.An application will be immediately filed with respect to thelisting of the new shares on the Euronext Paris market.12.3 SHAREHOLDERS’ VOTING RIGHTSEach share of Rexel entitles the holder to one vote.Consequently, as of the registration date of this Documentde Référence, the Rexel’s shareholders hold the samenumber of voting rights as the number of shares they own.12.4 CONTROL STRUCTURERexel is currently controlled directly by Ray Investment, asociété à responsabilité limitée (limited liability company)governed by the laws of Luxembourg, which owns 76.13%of Rexel. Ray Investment is owned, directly or indirectly, byClayton, Dubilier & Rice, Inc., Eurazeo S.A., Merrill LynchGlobal Private Equity and other investors. The remainderof Rexel’s share capital is held by the principal Rexel Groupsenior managers and executives and the public.The structure of management, as well as the combinationof the corporate governance measures described inparagraph 10.8 of this Document de Référence, will notablyenable Rexel to avoid being controlled in an “abusivemanner” within the meaning of European Council RegulationN°809/2004 dated April 29, 2004.PAGE 144 | REXEL 2008