2008 Registration Document - Rexel

15. Additional information− proposed resolutions to be submitted to the shareholders’meeting in relation to replacement of the statutoryauditors;− approval of significant changes in accounting methods;− acceptance of and resignation from any duties as amember of a board of directors or equivalent body byRexel and appointment and dismissal of the appointmentof Rexel permanent representatives to such board ofdirectors or equivalent body;− proposed resolutions to be submitted to the shareholders’meeting and use of authorizations or powers granted bythe shareholders’ meeting in relation to the issuance ofshares or tradable securities granting immediate or futureaccess to the share capital of Rexel, of a company thatdirectly or indirectly owns more than half of its sharecapital or of a company in which it directly or indirectlyowns half of the capital, or tradable securities grantingrights to the award of debt securities;− proposed resolutions to be submitted to the shareholders’meeting in relation to any share repurchase plan;− the acquisition and disposal of any business segments,equity interests in any company, any assets andundertaking any investment, in each case, with anenterprise value exceeding a threshold determined bythe Supervisory Board (by exception, this applies to thedisposal of part or all of equity interests, regardless of theamount);− the creation of any business division or subsidiary, oninvestments in any business division or on the acquisitionof any equity interest in a country in which Rexel does notoperate;− borrowing (including by issuing bonds) or assumption ofliabilities in an amount exceeding a threshold determinedby the Supervisory Board in each case;− awarding options to subscribe for or to purchase shares,awarding free shares or other plans involving equitysecurities of Rexel at the benefit of the employees ofRexel or its subsidiaries;− entering into merger, spin-off or asset transferagreements;− admission to trading of securities issued by Rexel or oneof its subsidiaries on a regulated market;− any transaction entailing a significant change in the scopeof the business of Rexel and its subsidiaries;− any transaction or settlement in connection with anylitigation in an amount exceeding a threshold determinedby the Supervisory Board.The Supervisory Board submits to the ordinary shareholders’meeting its comments on the Management Board’s reportand on the annual financial statements.The Supervisory Board may appoint, from amongst itsmembers, one or more special committees, for whichit determines the members and responsibilities, andwhich operate under its responsibility; however, suchresponsibilities shall not result in delegating to a committeeany powers vested in the Supervisory Board by law or bythe by-laws, nor shall they reduce or limit the powers of theManagement Board.The rules of operation of such committees are determinedby the Supervisory Board Rules of Procedure and set out inthe Rules of Procedure, if any, drawn up by each committeeand approved by the Supervisory Board.Compensation of the Chairman, the DeputyChairman, members and officers of theSupervisory Board (article 24 of the by-laws)The ordinary shareholders’ meeting may allocate attendancefees to the Supervisory Board members; the amount ofsuch fees is included in the operating expenses of Rexeland remains in effect until the shareholders’ meetingdecides otherwise.The Supervisory Board allocates this remuneration amongits members as it deems appropriate.The compensation of the Chairman and of the DeputyChairman of the Supervisory Board are determined by theSupervisory Board. Such compensation may be fixed orproportionate, or both fixed and proportionate.The Supervisory Board may allot exceptional compensationfor special missions or duties assigned to SupervisoryBoard members; any such compensation is recordedas operating expenses and is subject to approval by theordinary shareholders’ meeting.The Supervisory Board may authorize the reimbursementof travel and other expenses incurred by its members in thebest interest of Rexel.No compensation other than that provided herein, whetherpermanent or temporary, may be allocated to SupervisoryBoard members, unless they are linked to Rexel by anemployment agreement under the conditions authorizedby law.Liability (article 25 of the by-laws)Supervisory Board members are liable for any personalnegligence in the performance of their duties. They do notincur any liability as a result of management actions and theresults thereof.15.2.3 Rights and obligations attachedto shares (articles 8, 9, 11, 12 and 13of the by-laws)Shares subscribed for in cash are issued and paid-up underthe terms and conditions provided for by law.The Rexel shares may be in registered or bearer form, atthe shareholder’s discretion, notwithstanding certain legalor regulatory provisions that may in certain cases requirethat the shares be in registered form. They are registeredPAGE 250 | REXEL 2008