2008 Registration Document - Rexel

2. Information about the Rexel Group2.3.2 Main subsidiariesThe Rexel Group comprises Rexel and its subsidiaries.Rexel is the parent company of the Rexel Group and thehead of the tax consolidation group implemented as ofJanuary 1, 2005. Rexel has entered into loan agreementswith Rexel Development and Rexel Distribution within theterms set out in Chapter 13 of this Document de Référence.In addition, Rexel Distribution has entered into cashmanagement agreements and/or loan agreements withcertain of its subsidiaries. Lastly, Rexel Développement,which employs the staff dedicated to the management ofthe Rexel Group, has entered into service agreements withcertain of its subsidiaries.The consolidated subsidiaries, listed by region, are set outin the notes to the consolidated financial statements ofRexel for the financial period ended December 31, 2008,in paragraph 14.1.1 of this Document de Référence. Rexel’smain direct or indirect subsidiaries are described below.With the exception of the securities of the Rexel Group’scompanies and certain intellectual property rights, suchsubsidiaries do not hold any strategic economic assets.Rexel Développement S.A.S. is a simplified joint stockcompany (société par actions simplifiée) governed by thelaws of France with a share capital of €1,010,289,230. Itsregistered office is at 189-193, boulevard Malesherbes,75017 Paris. The company is registered under number480 172 840 R.C.S. Paris. Rexel holds 100% of its sharecapital and acts as chairman of Rexel DéveloppementS.A.S. Rexel Développement S.A.S. provides services(management, strategic planning, finance, human resourcesand legal) to the Group companies.Rexel Distribution is a public limited company (sociétéanonyme) governed by the laws of France with a sharecapital of €83,714,901. Its registered office is at 189-193,boulevard Malesherbes, 75017 Paris. The company isregistered under number 672 010 758 R.C.S. Paris. RexelDistribution is held at 99.74% by Rexel DéveloppementS.A.S. and at 0.19% by Rexel. Rexel Distribution holdsRexel Group operating investments and, among otherthings, provides cash management services for certainRexel Group operating subsidiaries in France and abroad.Kelium is a simplified joint stock company (société paractions simplifiée) governed by the laws of France witha share capital of €1,840,210,000. Its registered officeis at 189-193 boulevard Malesherbes, 75017 Paris. Thecompany is registered under number 479 994 394 R.C.S.Paris. Kelium is fully held by Rexel Distribution. Kelium’sprimary purpose is to hold and manage ownership interestsin other companies.EuropeHagemeyer N.V. is a company governed by the laws ofThe Netherlands with a share capital of €810,000,000, paidin the amount of €708,248,745. Its registered office is atPolarisavenue 19, 2132 JH Hoofddorp, The Netherlands. Itis registered with the registry of commerce and industriesunder number 32028710. As at December 31, 2008, Keliumwas holding 99.13% of Hagemeyer N.V. Hagemeyer N.V.’sprimary purpose is to hold and manage ownership interestsin other companies.Hagemeyer Finance B.V. is a company governed by thelaws of The Netherlands with a share capital of €100,000,paid in the amount of €20,200. Its registered office is atPolarisavenue 19, 2132 JH Hoofddorp, The Netherlands. Itis registered with the registry of commerce and industriesunder number 32084761. Its main activity is the acquisitionand management of equity investments in other companies.Hagemeyer Finance B.V. is fully held by Hagemeyer N.V.Compagnie de Distribution de Matériel ElectriqueB.V. is a company governed by the laws of The Netherlandswith a share capital of €350,000. Its registered office isat Officia 1, De Boelelaan 7, 1083 HJ Amsterdam, TheNetherlands. It is registered with the registry of commerceand industries under number 33210163. Its main activity isthe acquisition and management of equity investments inother companies. Compagnie de Distribution de MatérielElectrique B.V. is wholly owned by Rexel Distribution.Hagemeyer Nederland B.V. is a company governedby the laws of The Netherlands with a share capital of€90,800, paid in the amount of €22,700. Its registeredoffice is at Schinkelsebaan 1, 2908 LE Capelle a/d Ijssel, TheNetherlands. It is registered with the registry of commerceand industries under number 24267850. Its main activityis the provision and distribution of electrical products. It isindirectly fully held by Hagemeyer Finance B.V.Rexel Central Europe Holding GmbH is a limitedliability company (Gesellschaft mit beschränkter Haftung)under Austrian law with a share capital of €5,000,000.Its registered office is at Murbangasse 1, 1100 Vienna,Austria. It is registered with the registry of commerce andcompanies under number FN 268137. Its main activity is tohold and manage equity investments in other companiesand to provide services. It is wholly owned by FinelecDéveloppement S.A.Hagemeyer Deutschland GmbH & Co KG is a companygoverned by the laws of Germany (Kommanditeinlage) witha share capital of €13,000,000,000. Its registered officeis at Landsberger Str. 312, 80687, Munich, Germany. It isregistered with the registry of commerce and companiesunder number HRA 48737. Its main activity is the supplyand distribution of electrical products as well as theacquisition and management of equity investments inother companies. It is indirectly wholly owned by FinelecDéveloppement S.A.Rexel Luxembourg S.A. is a company governed by thelaws of the Luxembourg with a share capital of €107,335,000.Its registered office is at 9, rue de la déportation – 1415Luxembourg, Grand Duchy of Luxembourg. RexelLuxembourg S.A.’s main activity is the distribution ofPAGE 14 | REXEL 2008