2008 Registration Document - Rexel

AuthorizationIssuance reserved for financialinstitutions exclusively in orderto implement an employeeshareholding plan at the benefitof the employees of certain foreignRexel Group subsidiariesIssuance of up to 10% ofthe share capital in considerationfor contributions in kind grantedto RexelIssuance in consideration for sharescontributed under a public exchangeofferingCapital increase by capitalizationof share premiums, reserves,profits or other items that maybe capitalizedIssue of subscription or purchaseoptions for Rexel sharesDuration ofauthorizationand expirationMaximum nominal amount(in millions of euros)18 months 1.5% of Rexel share capitalat the date of the decision ofthe Management Board (thismaximum nominal amount isto be deducted from the jointmaximum amount of 1.5%of the share capital of Rexelin relation to the issuancereserved for members of ashare savings plan and fromthe total maximum nominalamount of 800)26 months 10% of Rexel’s share capitalat the date of the decisionof the Management Boardapproving the offering (thismaximum nominal amount isto be deducted from the totalmaximum amount of 800)26 months 250 (this maximum nominalamount is to be deductedfrom the total maximumamount of 800)26 months 200 (this maximum nominalamount is not to be deductedfrom the total maximumamount of 800)24 months 1.2% (this amount would beseparate from the maximumnominal amount of 800 andwould make up a maximumcommon amount along withthat specified by the draftresolution relating to the freeshares)Allotment of free shares 38 months 1.2% (this maximum nominalamount would not be tobe deducted from the totalmaximum nominal amount of800 but would be deductedfrom the maximum nominalamount applicable to theissuance of stock options)Date of useNot applicableNot applicableNot applicableNot applicableNot applicableAmount usedNot applicableNot applicableNot applicableNot applicableNot applicableJune 23, 2008 €7,708,600 (i.e., 1,541,720 freeshares allotted and 0.60%of Rexel’s share capital asof the date of the decisionof the Management Board)At its meeting of February 9, 2009, the Management Board submitted for the approval of the Rexel shareholders’ meetingconvened for May 20, 2009, the following draft authorizations:AuthorizationIssuance with upholding of preferential subscriptionrightsIssuance by way of public offering or offering referredto in II of article L.411-2 of the French Monetary andFinancial Code, with cancellation of the preferentialsubscription rightDuration ofauthorizationMaximum proposed nominal amount (in millions of euros)26 months 800 (this amount constitutes a total maximum amount commonto some of the authorizations mentioned below)26 months 400 (this maximum nominal amount is to be deducted from thetotal maximum amount of 800)REXEL 2008 | PAGE 241