2008 Registration Document - Rexel

Annex 42. Resolutions requiring the approval of the ordinary generalshareholders’ meeting2.1. Authorization to grant theManagement Board the powerto decrease share capital through thecancellation of shares(eleventh resolution)We propose to shareholders to grant the ManagementBoard the authorization to decrease the share capitalthrough the cancellation of all or part of the shares acquiredin the context of any share repurchase program authorizedby any shareholders’ meeting of the Company which wouldauthorize the implementation of this objective.The share capital decreases that the Management Boardwould proceed with pursuant to this authorization would belimited to 10% of the Company’s share capital as of the dateof the cancellation per 24 month period.This authorization would be granted for a term of18 months.2.2. Financial delegationsof authority and authorizations(twelfth to twentieth resolutions)The twelfth to twentieth resolutions relate to financialdelegations of authority and authorizations to be granted tothe Management Board.The extraordinary shareholders’ meeting of May 20,2008 granted to the Management Board the delegationsof authority and the authorizations set out in the tableattached as Annex 1 to this report, it being noted that thistable details the circumstances and the conditions underwhich the Management Board made use of certain of theseauthorizations between May 20, 2008 and the date of thisreport.Certain authorizations will expire in financial year 2009 and/or have partially been used by the Management Board, uponauthorization of the Supervisory Board, in accordance withthe by-laws. As a consequence, the amounts remainingavailable in connection with the delegations of authority andauthorizations granted to the Management Board by theextraordinary shareholders’ meeting of May 20, 2008 maybe insufficient in the event that the Company should decideto undertake one or more issuances of securities.As a result, it is proposed that the shareholders grant theManagement Board new delegations of authority andauthorizations in order to give the Company the flexibilityto undertake issuances of securities depending on marketconditions and on the growth of the group, of which theCompany is the holding company (the “Group”), and to raisequickly, as the case may be, the financial resources requiredto implement the development strategy of the Group.The text of the draft resolutions submitted for shareholderapproval relate to:− Twelfth resolution: a delegation of authority to be grantedto the Management Board to, subject to the priorauthorization of the Supervisory Board, increase the sharecapital by issuing, with upholding of the shareholders’preferential subscription rights, shares or securitiesconferring access to the Company’s share capital. Thisauthorization relates to the issuance to the Company’sshareholders of shares and/or securities conferringaccess, whether immediately or in the future, to theCompany’s share capital, up to the limit of a maximumnominal amount of €800 million (or 160 million of shareswith a nominal value of €5). The securities conferringaccess to the Company’s share capital issued pursuantto this delegation may be, inter alia, debt securities up tothe limit of a maximum nominal amount of €800 million.These limits would be common to certain otherdelegations and/or authorizations, described below. Thesubscription price of the shares and/or of the securitiesthat would be issued pursuant to this delegation wouldbe determined by the Management Board.This delegation of authority would be granted for a termof 26 months;− Thirteenth resolution: a delegation of authority to begranted to the Management Board, subject to the priorauthorization of the Supervisory Board, to increase theshare capital by issuing shares or securities conferringaccess to the Company’s capital, with cancellation ofthe shareholders’ preferential subscription rights. Thisauthorization relates to the issuance by means of a publicoffering or, under the conditions set forth in article L.225-136 of the French Commercial Code, an offering pursuantto article L.411-2 II of the French Monetary and FinancialCode of shares and/or securities conferring access to theCompany’s share capital, whether immediately or in thefuture, up to the limit of a maximum nominal amount of€400 million (or 80 million of shares with a nominal valueof €5). The securities conferring access to the Company’sshare capital issued pursuant to this delegation may be,inter alia, debt securities up to the limit of a maximumnominal amount of €500 million. These limits would bededucted from the limits set forth in the twelfth resolutiondescribed in the preceding paragraph, respectively.The issue price of the shares issued pursuant to thisdelegation shall be at least equal to the minimum providedfor by the regulatory provisions in force as at the date ofissue (i.e., at the date hereof, the average weighted tradingprice of the Company’s shares over the last three tradingdays on the Euronext Paris market prior to the date ofdetermination of such price, reduced, as the case maybe, by the maximum discount of 5% in accordance withthe provisions of the first paragraph of article L.225-136-1and article R.225-119 of the French Commercial Code).PAGE 284 | REXEL 2008