2008 Registration Document - Rexel

average weighted trading price of the Company’sshares over the last three trading days on EuronextParis prior to the date of determination of such price,reduced, as the case may be, by the maximumdiscount of 5% in accordance with the provisions ofarticles L.225-136-1° and R.225-119 of the FrenchCommercial Code);− the issue price of the securities conferring access tothe share capital of the Company shall be determinedso that the amount immediately received by theCompany, plus, as the case may be, any amount thatmay be received by the Company in the future, be atleast equal, for each share issued as a result of theissue of such securities, to the issue price determinedin the paragraph above;9. Decided that, if subscriptions of shareholders and ofthe public do not result in the full subscription of anissuance of shares or securities conferring access tothe share capital as defined above, the ManagementBoard may use, in the order that it deems appropriate,one or several of the options provided by article L.225-134 of the French Commercial Code, i.e.:− limit, where appropriate, the issue to the amountsubscribed, subject to the issue reaching at leastthree-fourths of the issue initially decided;− freely allocate all or part of the unsubscribed securitiesamong any persons at its discretion; or− offer to the public all or part of the unsubscribedshares.10. Decided that the Management Board shall have fullpowers, with the option to delegate such powers to anyduly empowered person in accordance with the law,to perform this delegation of authority, inter alia for thepurposes of:− deciding on the issuance of the shares, determiningthe form and characteristics of the shares to beissued and the price and terms of issue, the waythey shall be paid-up, their dividend entitlement date(with a retroactive dividend entitlement date, whereapplicable), the terms under which the securitiesissued pursuant to this delegation will confer accessto ordinary shares of the Company;− determining all of the characteristics, amount andterms and conditions of any issuance and of securitiesto be issued (including, where applicable, rights toconversion, exchange, redemption, including throughthe delivery of assets of the Company such as securitiesof the Company already issued, attached to the sharesor securities conferring access to the share capital tobe issued) and, if the securities to be issued consist inor are associated with debt securities, their term, fixedor perpetual, their remuneration and determining,where applicable, the compulsory or optional eventsof suspension or non-payment of interest, their term(fixed or open-ended), the ability to reduce or increasethe nominal amount of the securities and other termsof issuance (including the fact of granting guaranteesor security thereon) and of redemption (includingredemption by delivery of assets of the Company).Where applicable, the securities to be issued maybe complemented by warrants giving a right to theallocation, acquisition or subscription of bonds orother debt securities, or provide for an option for theCompany to issue debt securities (fungible or nonfungible)as a consideration for interest, the paymentof which may have been suspended by the Company,or take the form of complex bonds within the meaningof the stock market authorities (e.g., as a result of theirterms of redemption or remuneration or of other rightssuch as indexation or options possibilities);− determine the terms under which the Company willhave the option, where applicable, to purchase orexchange on the market, at any time or during specifictime periods, the securities issued or to be issuedimmediately or in the future, with the purpose ofcancelling such securities or not, taking into accountthe applicable legal provisions;− at its sole option, charge the expenses of the sharecapital increase against the amount of the relevantpremiums and deduct from such amount thenecessary amounts for the legal reserve; and− take all appropriate action and enter into anyagreements in view of the proper performance ofthis delegation of powers, in particular in view of theproper performance of the contemplated issuances,acknowledge their completion and amend the bylawsaccordingly, and carry out any appropriateformalities and declarations for the issuance, listingand financial servicing of the securities issuedpursuant to this delegation of powers and for theexercise of the rights attached thereto, apply for anynecessary authorizations for the completion andproper performance of these issuances.11. Decided that this delegation of powers is granted for aterm of 26 months as from the date of this Shareholders’meeting;12. Decided that this delegation of powers shall supersedeany previous delegation of powers having the samepurpose.Fourteenth resolution(Delegation of authority to be granted to theManagement Board to increase the amount ofissuances, with upholding or cancellation of theshareholders’ preferential subscription rights,pursuant to the twelfth and thirteenth resolutions)The Shareholders’ meeting, deciding under the quorumand majority requirements for extraordinary shareholders’meetings,Having reviewed the report of the Management Boardand the statutory auditor’s special report, and decidingin accordance with article L.225-135-1 of the FrenchCommercial Code,1. Delegated to the Management Board the authority,subject to the prior authorization of the SupervisoryREXEL 2008 | PAGE 295