2008 Registration Document - Rexel

15. Additional informationAuthorizationAuthorization to increase the amount of the initialissuance, in the event of a share issue for whichshareholders’ preferential subscription rights aremaintained or cancelledDetermination of price of issuances carried out byway of public offering or offering referred to in II ofarticle L.411-2 of the French Monetary and FinancialCode, with cancellation of preferential subscriptionrights of shareholders, up to a maximum of 10% ofthe share capital per yearIssuance with cancellation of preferential subscriptionrights to the benefit of the members of a sharesavings planDuration ofauthorizationMaximum proposed nominal amount (in millions of euros)26 months 15% of the initial issue (this maximum nominal amount is to bededucted from the total maximum amount of 800)26 months 10% of Rexel share capital at the date of the decisionof the Management Board determining the offering priceper 12-month period (this maximum nominal amount is to bededucted from the total maximum amount of 800)26 months 1.5% of Rexel share capital at the date of the decision of theManagement Board (this maximum nominal amount is to bededucted from the total maximum amount of 800 and from the1.5% limit common with the draft resolution in relation to theallotment of free shares)Allotment of free shares 38 months 1.5% of Rexel share capital at the date of the decision of theManagement Board (this maximum nominal amount is to bededucted from the total maximum amount of 800 and from the1.5% limit common with the draft resolution in relation to theissuance reserved for members of an employee savings plan)Issuance of up to 10% of the share capitalin consideration for contributions in kind grantedto RexelIssuance in consideration for shares contributedunder a public exchange offeringCapital increase by capitalization of share premiums,reserves, profits or other items that may be capitalized26 months 10% of Rexel’s share capital at the date of the decision of theManagement Board approving the issuance (this maximumnominal amount is to be deducted from the total maximumamount of 800)26 months 250 (this maximum nominal amount is to be deducted from thetotal maximum amount of 800)26 months 200 (this maximum nominal amount is not to be deducted fromthe total maximum amount of 800)15.1.2 Securities not representativeof share capitalAs at the date of this Document de Référence, Rexel hasnot issued any securities not representing share capital.15.1.3 Treasury shares and purchaseby Rexel of its own shares2008 share repurchase planThe ordinary and extraordinary shareholders’ meetingof May 20, 2008 authorized the Management Board, inaccordance with the provisions of articles L.225-209 etseq. of the French Commercial Code and in accordancewith articles 241-1 to 241-6 of the French financial marketsauthority (AMF) general rules, and Regulation n°2273/2003,dated December 22, 2003, of the European Commission, topurchase or have purchased a maximum number of sharesof Rexel representing up to 10% of Rexel’s share capital.The acquisition of these shares may be carried out, in orderof highest to lowest priority, with a view to:− ensuring liquidity and activity in the market for theshares through an investment services provider, actingindependently under a liquidity agreement in compliancewith a market ethics charter acknowledged by the AMF;− setting up any stock option plan for Rexel in accordancewith articles L.225-117 et seq. of the French CommercialCode, any allocations of free shares in connectionwith Group or company employee saving plans (plansd’épargne d’entreprise ou groupe) made in accordancewith articles L.3332-1 et seq. of the French Labor Code,any allocations of free shares in connection with theprovisions of articles L.225-197-1 et seq. of the FrenchCommercial Code and any allocations of shares inconnection with profit sharing plans, as well as establishinghedging operations relating to such transactions, in eachcase, being made in accordance with the conditions setforth by the market authorities and at such times that theManagement Board or person acting upon the authorityof the Management Board implements such actions;− retaining shares and delivering shares further to anexchange or as a consideration in the context of externalgrowth transactions and within the limit of 5% of the sharecapital of Rexel;− granting shares in connection with the exercise of rightsattached to securities conferring access by any means,immediately or in the future, to Rexel shares;− cancelling all or part of the shares so repurchased,subject to the approval of the twenty-fifth resolution ofthe shareholders’ meeting of May 20, 2008;PAGE 242 | REXEL 2008