2008 Registration Document - Rexel

Annex 3Report of the Supervisory Board to the ordinaryand extraordinary Shareholders’ Meeting heldon May 20, 2009Ladies, Gentlemen,Pursuant to Article L.225-68 of the French CommercialCode, we have examined the annual and consolidatedfinancial statements of Rexel (the “Company”) for the yearended December 31, 2008 as presented by the ManagementBoard as well as the management report of the ManagementBoard relating to the business activity of the Company andthe group, of which the Company is the holding company(the “Group”) for the year ended December 31, 2008. Wehave also reviewed the conclusions of the Audit Committeeand of the statutory Auditors regarding the said financialstatements.The Company’s annual financial statements for the yearended December 31, 2008 show net profit of €180.1 million.The total balance sheet as at December 31, 2008 amountsto €3,106.9 million. The Company’s consolidated financialstatements for the year ended December 31, 2008 showsales of €12,861.6 million, gross margin of €3,062.3 million,operating income of €553.4 million, and net income of€231.5 million. The total consolidated balance sheet as atDecember 31, 2008 amounts to €10,184.9 million.The annual financial statements and the consolidatedfinancial statements of the Company for the year endedDecember 31, 2008 as well as the management report ofthe Management Board do not give rise to any particularcomments on our part.During the financial year ended December 31, 2008, wehave kept abreast on a regular basis of the general stateof affairs and business of Company and the Group, andwe have carried out, as part of our supervisory role, theexaminations and controls that we have deemed necessary,in compliance with the law and the by-laws.As part of these duties, the Supervisory Board and the SpecialCommittees (Audit Committee, Compensation Committee,Appointments Committee and Strategic Committee) havecontinued to work closely with the Management Board.In particular, the Supervisory Board has been regularlykept informed of the evolution and the execution of thetender offer initiated at the end of 2007 for the securities ofHagemeyer N.V. (“Hagemeyer”). We remind you that, onDecember 21, 2007 Rexel, through its indirect subsidiaryKelium, initiated a tender offer, which was the subjectof a prospectus filed on December 21, 2007 with TheNetherlands financial markets authority (AFM), for (i) all ofthe outstanding shares of Hagemeyer, with a par value of€1.20 each, at a price of €4.85 per share (with coupon)and (ii) all of the subordinated convertible bonds issued andoutstanding bearing interest at a fixed rate of 3.50% andmaturing in 2012 (the “Offer”).Following the completion of the Offer, on March 19, 2008,Kelium initiated a compulsory squeeze-out procedure inaccordance with Dutch regulations. The last day of tradingof the shares and of the bonds was April 18, 2008. As atDecember 31, 2008, Kelium held 99.13% of the ordinaryshares of Hagemeyer and 100% of the convertible bondsof Hagemeyer.In addition, we remind you that on October 23, 2007,Rexel entered into an agreement with Sonepar relating tothe transfer to Sonepar of Hagemeyer’s businesses (otherthan those of its ACE division and its minority shareholdingin Digital Products International, Inc. in the United States)located in the United States, Canada, Mexico, Australia,Switzerland, Austria, Sweden, China and Southeast Asia(Malaysia, Thailand and Singapore), as well as six brancheslocated in Germany (the “Assets Sales”). A separateagreement between Rexel and Sonepar also provided thatRexel would transfer to Sonepar its assets and businesseslocated in Germany, and that Sonepar would transfer toRexel its assets and businesses located in Sweden. Theother Hagemeyer’s businesses, in particular the PPS(Professional Products & Services) business in Belgium,the Czech Republic, Estonia, Finland, Germany (with theexception of six branches), Latvia, The Netherlands, Poland,Russia, Spain et the United Kingdom as well as the ACEbusiness and the minority shareholding in Digital ProductsInternational, Inc. in the United States have been retainedby the Rexel Group (the “Retained Entities”).All of the Assets Sales and the Assets Swaps weresuccessfully completed as at June 30, 2008. The RetainedPAGE 280 | REXEL 2008