2008 Registration Document - Rexel

on a securities account under the terms and conditionsprovided for by law.The shares are freely tradable, notwithstanding any legal orregulatory provisions to the contrary. They are transferredbetween accounts under the terms and conditions providedfor by law.Each share grants rights to a share of ownership in thecorporate assets and in the distribution of profits, which isproportional to the percentage of the share capital that itrepresents.Each share also gives its holder the right to vote and to berepresented at shareholders’ meetings under the terms andconditions provided for by law and by the by-laws.Shareholders are responsible for the company’s liabilitiesonly up to the amount of their contributions.The rights and obligations attached to the shares remainattached thereto irrespective of the transferee.Owners of shares are automatically bound by the by-lawsand by any decisions of the shareholders’ meetings.Whenever more than one share is required to exercisea particular right, in the event of a share exchange,consolidation or allotment, or as a result of an increase orreduction in share capital, or in the event of a merger orother transaction involving the share capital, shareholderswho own only one share or who do not own the minimumnumber of shares required may at their own initiativeconsolidate their shares for the purpose of exercising saidright, or buy or sell the requisite number of shares.The shares are indivisible with regard to Rexel.The co-owners of split shares must be represented visà-visRexel by only one of the co-owners or by a singlerepresentative. If no agreement can be reached concerningthe appointment of a representative, such representativeshall be appointed by order of the President of thecommercial court acting at the request of the first owner totake the initiative to refer the matter to such court.Voting rights attached to shares belong to the beneficialowner (usufrutier) at ordinary meetings and to the legalowner (nu-propriétaire) at extraordinary meetings.15.2.4 Changes to shareholders’ rightsInsofar as the by-laws contain no specific provisions coveringchanges to shareholders’ rights attached to shares, suchchanges are subject to the provisions of the law.15.2.5 Shareholders’ meetings(articles 27 to 35 of the by-laws)Shareholders’ decisions are made at shareholders’meetings, which are either ordinary, extraordinary or specialmeetings depending on the type of decision on which theshareholders are requested to vote.Any duly convened shareholders’ meeting represents allthe shareholders.Decisions made in shareholders’ meetings are bindingupon all shareholders, including those who are absent,incapacitated or dissenting.15.2.5.1 Notices of meetings(article 28 of the by-laws)Shareholders’ meetings are convened by the ManagementBoard, within the time periods and under the conditions setforth by law. They may also be convened by the SupervisoryBoard, or by any person authorized for this purpose by law.Shareholders’ meetings are held at the company’sregistered office or at any other location indicated in themeeting notice.15.2.5.2 Agenda (article 29 of the by-laws)The agenda of shareholders’ meetings is set by the partythat convened the meeting.Shareholders, at a shareholders’ meeting, may notdeliberate on a matter that is not referred to in the agenda,which cannot be amended upon serving a second notice.They may, however, under any circumstances, dismiss oneor more Supervisory Board members and appoint theirreplacements.15.2.5.3 Access to shareholders’ meetings(article 30 of the by-laws)The right to participate in shareholders’ meetings is subjectto the following conditions:− for holders of registered shares, the shares must beregistered in the shareholder’s name in Rexel’s booksat least three (3) business days before the date of theshareholders’ meeting;− for holders of bearer shares, a certificate of attendancefrom an authorized intermediary must be filed under theconditions provided for by law, within three (3) businessdays before the date of the shareholders’ meeting.A shareholder may be represented by his or her spouse orby any other shareholder; in this case, the representativemust demonstrate that he holds a proxy form.Any shareholder may vote by mail, by sending a ballot toRexel under the conditions provided for by law.This form may be on the same document as the proxy form; inthis case, the single document must contain the statementsand information provided for by the regulations. In order formail ballots to be counted, Rexel must receive the ballotsthree (3) days before the date of the meeting. The electronicsignature may take the form of a procedure compliant withthe first sentence of the second subparagraph of article1316-4 of the French Civil Code.If the Management Board so decides when it convenes themeeting, shareholders may also participate and vote in theREXEL 2008 | PAGE 251