2008 Registration Document - Rexel

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Annex 4AuthorizationIssuance in consideration for sharescontributed under a public exchangeofferingCapital increase by capitalizationof share premiums, reserves,profits or other items that maybe capitalizedIssue of subscription or purchaseoptions for Rexel sharesDuration ofauthorizationand expirationMaximum nominal amount(in millions of euros)26 months 250 (this maximum nominalamount is to be deductedfrom the total maximumamount of 800)26 months 200 (this maximum nominalamount is not to be deductedfrom the total maximumamount of 800)24 months 1.2% (this amount would beseparate from the maximumnominal amount of 800 andwould make up a maximumcommon amount along withthat specified by the draftresolution relating to the freeshares)Allotment of free shares 38 months 1.2% (this maximum nominalamount would not be tobe deducted from the totalmaximum nominal amount of800 but would be deductedfrom the maximum nominalamount applicable to theissuance of stock options)Date of useNot applicableNot applicableNot applicableAmount usedNot applicableNot applicableNot applicableJune 23, 2008 €7,708,600 (i.e., 1,541,720 freeshares allotted and 0.60%of Rexel’s share capital asof the date of the decisionof the Management Board)PAGE 288 | REXEL 2008
Annex 5Text of the draft resolutions submitted to the ordinaryand extraordinary Shareholders’ Meeting of May 20, 2009I. Resolutions to be submitted to the Ordinary Shareholders’ MeetingFirst resolution(Approval of the annual financial statementsfor the financial year ended December 31, 2008)The Shareholders’ meeting, deciding under the quorum andmajority requirements for ordinary shareholders’ meetings,Having reviewed the reports of the Management Board,of the Supervisory Board and of the statutory auditors inrelation to the company financial statements for the financialyear ended December 31, 2008,Approved the company financial statements, i.e., the balancesheet, the income statement and the notes thereto, for thefinancial year ended December 31, 2008, as presentedto it, as well as the transactions reflected in such financialstatements and summarized in these reports.The financial statements show a profit of €180,143,870.Second resolution(Approval of the consolidated financial statementsfor the financial year ended December 31, 2008)The Shareholders’ meeting, deciding under the quorum andmajority requirements for ordinary shareholders’ meetings,Having reviewed the reports of the Management Board, ofthe Supervisory Board and of the statutory auditors on thecompany financial statements for the financial year endedDecember 31, 2008,Approved the annual financial statements, i.e., the balancesheet, the income statement and the notes thereto, for thefinancial year ended December 31, 2008, as presentedto it, as well as the transactions reflected in such financialstatements and summarized in these reports.The financial statements show a profit of €231.5 million.Third resolution(Allocation of profit)The Shareholders’ meeting, deciding under the quorum andmajority requirements for ordinary shareholders’ meetings,Having reviewed the report of the Management Board,Decided to allocate the profits for the year ended December31, 2008, which amounted to €180,143,870, as follows:Origin of the income to be allocated– profits of the financial year e180,143,870Allocation of income– 5% to the statutory reserve e9,007,194– balance, to the carry forward account e171,136,676Totale180,143,870The Shareholders’ meeting decided that no dividend willbe distributed.Rexel has made the following net dividend payments pershare in respect of the last three financial years:2007 2006 2005€0.37 Not applicable Not applicableFourth resolution(Approval of non-deductible costs and expenses)Pursuant to the provisions of article 223 quater of the FrenchGeneral Tax Code, the Shareholders’ meeting, decidingunder the quorum and majority requirements for ordinaryshareholders’ meetings,REXEL 2008 | PAGE 289
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General informationIn this Document
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1. Selected financial dataThe follo
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2. Information about the Rexel Grou
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3. Business description3.1 Professi
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3. Business description− security
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3. Business descriptioni.e., approx
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3. Business descriptionIn each of t
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3. Business description− growing
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3. Business description3.2.2 The Re
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3. Business description3.3.2 Divers
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3. Business descriptionin a profita
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3. Business descriptionthat its cus
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3. Business description3.7 RESEARCH
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4. Risk factors4.1 Risks relating t
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4. Risk factorsthe commercial polic
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4. Risk factors4.3 LEGAL AND REGULA
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4. Risk factorsNon-compliance by th
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5. Corporate responsibility5.1 empl
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5. Social responsibilityHeadcount b
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5. Social responsibilityAware of th
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5. Social responsibilityaccount for
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eality of the market and the low le
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− promotion days at branches or a
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5.3.2.1 Consumption of raw material
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Emissions per item on the basis of
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5.4 STATUTORY AUDITOR’S REPORT ON
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6. Operating and financialreview6.1
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6.1.2 SeasonalityNotwithstanding th
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6.2 COMPARISON OF THE FINANCIAL RES
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The following table analyzes the ch
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In the year 2008, sales increased b
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In the year 2008, sales in North Am
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to 2007, while sales grew 6.3%. Adj
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Pursuant to article 28 of the Commi
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Financial investments also included
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− Facility C, which was a multi-c
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The main characteristics of these p
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7.2.4.1 Operating leasesThe above t
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The trends and objectives presented
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9. Profit forecastsor estimates9.1
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9.2 REXEL GROUP FORECASTS FOR 2009G
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Rexel is a company with limited lia
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Jean-Dominique Perret has been a me
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10.2 SUPERVISORY BOARD10.2.1 Compos
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Surname, name,professional addressa
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11. Compensation of corporate offic
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12. Shareholders12.1 Principal shar
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12. ShareholdersMerrill Lynch Globa
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12. ShareholdersThe total number of
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12. Shareholdersemployees of Rexel
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12. ShareholdersDuring the financia
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12. Shareholdersindebtedness of Rex
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12. ShareholdersThe table below sum
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12. ShareholdersFCE20070042, on beh
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12. Shareholdersleast €150 millio
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13. Related party transactions13.1
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Page 264 and 265: Annex 1Report of the Chairman of th
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Page 268 and 269: Annex 1This contractual indemnity i
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2008 Registration Document - Rexel

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