2008 Registration Document - Rexel

Annex 1Additional retirement planA supplementary defined-benefit pension plan is in forcewithin Rexel Développement.Pursuant to the terms of the May 31, 2005 plan, modifiedon March 1, 2007 and on July 1, 2008, the conditions foreligibility are as follow:− are beneficiaries of the supplementary pension plan,senior executives of Rexel Développement, who are ornot corporate officers, and whom global grading is 20 orabove, as defined by Hewitt for the Group;− such employees must be enrolled under French SocialSecurity mandatory pension scheme (1 st pillar).Furthermore, pursuant to the terms of the May 31, 2005plan, as modified, the length of service of employees orofficers of any entity controlling or being controlled, directlyor indirectly, by Rexel Développement within the meaningof article L.233-3 of the French Commercial Code, shall betaken into account in the calculation of periods of servicefor seniority.At January 1, 2009, Jean-Charles Pauze, Nicolas Lwoff,Pascal Martin, Jean-Dominique Perret, Patrick Bérard, inhis capacity as CEO for France and Group Delegate forItaly, Spain and Portugal, and Henri-Paul Laschkar in hiscapacity as as CEO for United Kingdom, met these eligibilitycriteria.Furthermore, the vesting and payment of the benefits aresubject to a certain number of suspensive conditions,including:− definitive termination of professional activity as atretirement date upon employer or employee initiative, withthe exception of later return to the professional activity inthe event of concurrence of employment and retirement(“Cumul Emploi Retraite”), under the conditions set forthin article L.634-6 of the French Social Security Code;− presence within the company as at retirement date uponemployer or employee initiative;− minimum age of 60 as at the date of departure from thecompany; and− settlement , at the full rate, of the basic mandatory pensionprovided by the French Social Security (1 st pillar).The supplementary pension is equal to the product of thenumber of years of seniority in the scheme multiplied by 2.5%of the reference compensation. The reference compensationis assessed by including salary or compensation from theholding of a corporate office, benefits in kind and annualbonuses with the exception of extraordinary bonuses, andhardship allowances and their equivalents are included inthe calculation of the reference compensation, up to the fullamounts paid. The reference compensation used for thecalculation of the additional pension is equal to the averageof the three years highest gross compensation received.At the date of payment, the amount of the supplementarypension including, if applicable, amounts derived fromother additional defined contribution or defined benefitplans in application within Rexel Développement, any othercompanies or entities directly or indirectly controlling RexelDéveloppement or any other companies or entities directlyor indirectly controlled by Rexel Développement, may notexceed 12.5% of the reference compensation. If necessary,the supplementary pension amount may be reducedaccordingly in order to respect this limit.The total provision booked by the Company for all employeescovered by this supplementary defined-benefit retirementplan amounted to €5.3 million as at December 31, 2008.A hedge asset has been established with an insuranceinstitution to cover this commitment. As at December 31,2008, the value of this hedge asset was estimated at€2.6 million.Upon proposal of the Compensation Committee, theSupervisory Board of March 30, 2009 approved a certainnumber of proposals in order to make the definedbenefitsupplementary pension plan consistent with therecommendations issued by the AFEP and the MEDEF inOctober 2008.These proposals include in particular:− The termination of the existing plan as at June 30, 2009,and− The setting up of a new defined-benefit supplementarypension plan as from July 1, 2009, for which the vestingconditions and the reference compensation have beenmodified.Following the implementation of this new retirementplan, the Company will comply with five out of six of therecommendations issued by the AFEP and the MEDEF,compared to three at the present time.AFEP-MEDEF RecommendationsCurrentRetirement PlanNew Retirement Plan(as at July 1, 2009)Eligibility criteria / Seniority Compliant CompliantNumber of corporate officers compared to the total number of beneficiaries Not compliant Not compliant*Yearly accrual percentage Not compliant CompliantPeriod of maximum accrual attainment Not compliant CompliantReference compensation Compliant CompliantMaximum level of benefits Compliant Compliant* As at July 1, 2009, the total number of beneficiaries would be six, including four corporate officers.PAGE 270 | REXEL 2008