2008 Registration Document - Rexel

Annex 1− authorization of regulated agreements as described inarticle L.225-86 of the French Commercial Code;− appointment and removal of members of the ManagementBoard and determination of their compensation (includingbenefits in kind and special pensions provisions);− appointment and removal of the chairman of theManagement Board;− co-option of members of the Supervisory Board;− allocation of attendance fees;− creation of Supervisory Board Committees, determinationof their duties, appointment and compensation of theirmembers;− approval of the disposal of real estate assets, entire orpartial disposals of shareholdings, and the granting ofsecurities;− granting the power of representation to one or severalmembers of the Management Board, if authorized by theby-laws of the Company;− approval of securities, endorsements and guarantees; and− approval of the report of the Chairman of the SupervisoryBoard on the functioning of the Supervisory Board andon internal controls, as per article L.225-68 of the FrenchCommercial Code.Moreover, pursuant to the Company’s by-laws, certaindecisions of the Management Board require the priorapproval of the Supervisory Board:− adoption of the annual budget,− adoption of the strategic plan,− appointment or dismissal of members of the ExecutiveCommittee and the determination of their compensation(including benefits in kind and special retirementarrangements),− proposed resolutions to be submitted to the generalmeeting of shareholders pertaining to any distribution(including dividends or reserves) to the shareholders,− proposed resolutions to be submitted to the generalmeeting of shareholders pertaining to replacement of thestatutory auditors,− adoption of significant changes in accounting methods,− acceptance of and resignation from any office as amember of a board of directors or equivalent body bythe Company and appointment and revocation of theappointment of the Company permanent representativesto such boards of directors or equivalent body,− proposed resolutions to be submitted to the generalmeeting of shareholders and use of authorizations orpowers granted by the general meeting pertaining to theissuance of shares or securities granting immediate orfuture access to the share capital of the Company, of acompany that directly or indirectly owns more than halfof the Company’s share capital or of a company in whichthe Company directly or indirectly owns more than halfof the share capital, or securities granting rights to theaward of debt securities,− proposed resolutions to be submitted to the generalmeeting of shareholders pertaining to any share buybackprogram,− acquisition and disposal of any business segments, equityinterests in any company, any assets and undertakingany investment, in each case, with an enterprise valueexceeding a threshold determined by the SupervisoryBoard (by exception, this applies to the disposal of partor all of equity interests, regardless of the amount),− the creation of any business division or subsidiary, therealization of investments in any business division or onthe acquisition of any equity interest in a country in whichthe Company does not operate,− borrowing (including by issuing bonds) or assumptionof liabilities, in each case, in an amount exceeding athreshold determined by the Supervisory Board,− awarding options to subscribe for or to purchase shares,awarding free shares or other plans for the employees ofthe Company or its subsidiaries involving equity securitiesof the Company,− entering into merger, spin-off or asset transferagreements,− admission to trading of negotiable securities issued bythe Company on an organized exchange,− any transaction entailing a significant change in thescope of the business activities of the Company and itssubsidiaries,− any transaction or settlement in connection with anylitigation in an amount exceeding a threshold determinedby the Supervisory Board.1.2.2 Compensation for membersof the Supervisory BoardThe Shareholders’ meeting may grant attendance fees toSupervisory Board members.The Supervisory Board:− shall allocate these attendance fees to its members as itsees fit;− shall determine the compensation of the Chairman andVice-Chairman of the Supervisory Board, which may beboth fixed and variable;− may grant exceptional compensation for the carrying outof a Supervisory Board member’s missions or duties;and− may approve the reimbursement of travel expensesand expenses incurred by its members on behalf of theCompany.In the context of the global limit of 300,000 eurosapproved by the May 20, 2008 shareholders’ meetingfor the allocation of attendance fees, the SupervisoryBoard decided to grant compensation to independentmembers of the Supervisory Board, upon consultationwith the Compensation Committee, during its February 12,2008 meeting. This compensation is made up of a fixedPAGE 264 | REXEL 2008