2008 Registration Document - Rexel

14. Financial information concerning the assets andliabilities, financial position and profits and lossesof Rexelan additional two year period (April 12, 2011 or October 30,2011), or four years after the granting date with norestrictions.The issuance of these free shares is subject to the service andperformance conditions of the scheme.The vesting conditions are presented in the following table:BeneficiariesTop executives andmanagersTop executives andmanagersVesting conditionsNumberof sharesattributedApril 11, 2007Numberof sharesattributedOctober 29,2007Cancelledin 2007 (1)Numberof sharesDecember 31,2007Cancelledin 2008 (1)Numberof sharesDecember 31,2008One year service condition 2,556,576 – – 2,556,576 – 2,556,576from grant date (2)Performance conditions basedon the consolidated 2007EBITDA and one year servicecondition from grant date (2) 1,193,055 – – 1,193,055 (88,254) 1,104,8011,272,559 33,991 (74,726) 1,231,824 (96,171) 1,135,653Key employees Half of the shares will befrom grant date (3)attributed based on 2007EBITDA and a one-year servicecondition from the installationof the plan, and the other halfbased on 2008 EBITDA and atwo-year service conditionTotal 5,022,190 33,991 (74,726) 4,981,455 (184,425) 4,797,030(1) Service condition unfulfilled.(2) Vesting conditions fulfilled at December 31, 2008.(3) Performance conditions achieved at December 31, 2008.After taking into account assumptions concerning theturnover of beneficiaries and achievement of performanceconditions, the expense relating to these equity settledplans, amounts to €74.4 million (without tax effect) basedon the offering price of €16.50 per share, and is spreadover the vesting period.As of December 31, 2008, a charge of €19,7 million isaccounted for on the line “other charges” (see note 7.2) incounterpart under shareholder’s equity.15.2 Stock option plansPlans issued by Rexel in 2005On October 28, 2005, Rexel established a share optionprogramme (Plan No.1) that entitles key managementpersonnel to purchase shares of Rexel. On May 31, 2006and October 4, 2006, further options were granted to newentrants. The terms and conditions stipulated that thenumber of options that might be exercised varied based onthe annual internal rate of return of funds invested by RayInvestment S.à.r.l. in the Group, calculated as of the dateand on the basis of the pricing of the initial public offeringof the Company.On November 30, 2005, a share option arrangement wasset up for a broader circle of senior employees of the Group(Plan No.2) with vesting conditions based on a four-yearservice period or the occurrence of certain events includingin particular admission of the Company’s shares to tradingon a regulated market. On May 31, 2006, further grantswere made to new entrants.In accordance with these programmes, options areexercisable at the fair value of the shares at the date ofgrant. These plans qualified as equity-settled transactions.Options granted under the Plan No.1 and the Plan No.2 werevested upon the Initial Public Offering of Rexel shares inApril 2007. The beneficiaries of these options may exercisetheir option only on the latest date between (i) expiry of aperiod of non-availability of 4 years as from the time they arePAGE 188 | REXEL 2008