2008 Registration Document - Rexel

Annex 4Report of the Management Board to the ordinaryand extraordinary Shareholders’ Meeting heldon May 20, 2009Ladies, Gentlemen,The ordinary and extraordinary Shareholders’ meeting ofRexel, a company with limited liability (société anonyme)with a Management Board and Supervisory Board with ashare capital of €1,279,969,135 whose registered officeis located at 189-193, boulevard Malesherbes – 75017Paris, France (the “Company”) was convened by theManagement Board for May 20, 2009 at 10:30 a.m. atSalons Eurosites George V, located at 28, avenue George V,75008 Paris, for the purpose of deciding on the proposedresolutions submitted to such meeting (the “Shareholders’meeting”).We present, in this report, the purposes of each of theproposed resolutions submitted for shareholder approvalduring the Shareholders’ meeting.1. Resolutions requiring the approval of the ordinary shareholders’meeting1.1. Approval of the annual andconsolidated financial statements(first and second resolutions)In the first and second resolutions, we submit for shareholderapproval the annual and consolidated financial statementsof the Company for the year ended December 31, 2008, asadopted by the Management Board.The annual financial statements show a net profit of€180,143,870.The consolidated financial statements show a net profit of€231.5 million.1.2. Allocation of profits(third resolution)As a consequence, if the annual and financial statementsas presented by the Management Board are approved bythe shareholders, we submit for shareholder approval, inthe third resolution, the following allocation of profits for thefinancial year ended December 31, 2008:Origin of income to be allocated– net profits of the financial year 180,143,870 eurosAllocation of profits– 5% to the legal reserve 9,007,194 euros– balance, to carry forward account 171,136,676 eurosTotal180,143,870 eurosThe financial year’s net income is allocated between the legalreserve and the carry forward account. No dividend will bedistributed.The following table shows net dividends per share for thepast three financial years:2007 2006 2005€0.37 None None1.3. Non-deductible charges andexpenses (fourth resolution)In accordance with the provisions of article 223 quater of theFrench General Tax Code (Code général des impôts), thePAGE 282 | REXEL 2008