2008 Registration Document - Rexel

Entities have been consolidated in the Group’s incomestatement and statement of changes in cash flows sinceApril 1, 2008 and in the Group’s balance sheet since March31, 2008. Rexel’s German activities are, since April 1, 2008,no longer consolidated. Finally, the Swedish activity acquiredfrom Sonepar has been accounted for since June 30, 2008.During the financial year ended December 31, 2008, thebusiness activity of the Group was also marked in particularby the following events:− the Group has continued its strategy which aims atdeveloping its market shares. In particular, the Grouphas acquired many regional distributors, namely ABK inAustralia, Beacon Electric Supply in the United Statesand Suzhou Xidian in China. These acquisitions haveenabled the Group to consolidate its market share inregions where it was already present;− the senior credit agreement, entered into between theCompany and certain of its subsidiaries on December 19,2007 within the context of the Offer for Hagemeyer’ssecurities, was amended on September 22, 2008primarily in order to (i) reduce the total maximum amountof the bank commitment from €5.4 billion to €3.3 billionand (ii) create a new line of credit called Facility A’with a maximum amount of €60 million with the samecharacteristics as those of the credit line called Facility A,with the exception of the priority mandatory earlyrepayment of the Facility A’ with part of the income fromthe securitization program which has been implementedwith certain Group subsidiaries;− on December 17, 2008, the Group launched a newsecuritization program which included the RetainedEntities in the United Kingdom, Germany, Spain, Belgiumand The Netherlands, as well as Rexel’s historicalsubsidiaries in Spain, Belgium and The Netherlands. Thisprogram is for a maximum amount of €600 million andhas a duration of 5 years.Furthermore, we have reviewed the draft resolutionswhich are submitted for your approval at the ordinary andextraordinary shareholders’ meeting of May 20, 2009.In particular, it is proposed:− to approve the annual and consolidated financialstatements for the year ended December 31, 2008 aswell as the allocation of profits for the financial year;− to approve the related-party agreements that have beenentered into in the year ended December 31, 2008;− to approve the co-option of Mr. Matthew Turner asmember of the Supervisory Board to replace Mr. DjamalMoussaoui;− to acknowledge the management acts of the ManagementBoard during the financial year and to grant their dischargewith respect thereto as well as to acknowledge thesupervisory duties of the Supervisory Board during thefinancial year and to grant their discharge with respectthereto;− to authorize the Management Board to carry outtransactions on the shares of the Company and toreduce the Company’s share capital by the cancellationof the shares acquired by virtue of the implementation ofa share repurchase program;− to grant new delegations and authorizations to theManagement Board for financial matters,(i) a delegation of authority in order to decide theissuance, with upholding of the shareholders’preferential subscription right, of ordinary sharesand/or securities conferring access, immediately orin the future, to the share capital of the Company,(ii)a delegation of authority in order to decide the issue,with cancellation of the shareholders’ preferentialsubscription right, of ordinary shares and/orsecurities conferring access, immediately or in thefuture, to the share capital of the Company,(iii) a delegation of authority to increase the amountof issuances, with upholding or cancellation of theshareholders’ preferential subscription rights, in theevent of oversubscriptions,(iv) an authorization to determine the price of issuances ofordinary shares or securities by way of public offeringor offering pursuant to article L.411-2 II of the FrenchMonetary and Financial Code, with cancellation ofthe shareholders’ preferential subscription rights,(v)an authorization to increase the share capital throughthe issuance of shares or securities conferring accessto the capital of the Company with cancellation of theshareholders’ preferential subscription rights for thebenefit of members of an employee savings plan,(vi) an authorization to proceed with the allocation offree Company shares,(vii) a delegation of powers to decide to issue ordinaryshares and securities conferring access to theshare capital of the Company, in consideration forcontributions in kind granted to the Company andmade of shares or securities conferring access tothe share capital,(viii) a delegation of authority in order to increase theshare capital by the issuance of ordinary shares orsecurities conferring access to the share capital ofthe Company in consideration for contributions ofsecurities undertaken as part of a public exchangeoffer, and(ix) a delegation of authority to increase the share capitalby incorporation of premiums, reserves, profits orother items that may be capitalized.These draft resolutions do not give rise to any particularcomments on our part.Signed in ParisMarch 30, 2009THE SUPERVISORY BOARDREXEL 2008 | PAGE 281