CORPORATE GOVERNANCE 3.6 DEEDS OF INCORPORATION AND BY-LAWS The main provisions described below are drawn 2. They are appointed for a maximum term of four from the by-laws of Rexel as updated on July 26, years. 2017. However, the first Directors who were appointed by the shareholders’ meeting of May 22, 2014 and who 3.6.1 Corporate purpose (article 3 of the by- were members of Rexel’s Supervisory Board on the laws) date of the shareholders’ meeting of May 22, 2014, Rexel’s main purpose is to engage in the following were appointed for a term equal to the remainder of business activities, directly or indirectly, in France their term of office as member of Rexel’s Supervisory and abroad: Board. •To acquire, hold, manage and, if applicable, sell or The term of office of a Director expires at the end assign shares, any other tradable securities and of the ordinary shareholders’ meeting convened to any other equity interests in any French or foreign approve the financial statements for the previous company or group, whether publicly traded or financial year and held during the year in which the privately held; term of office of such director is due to expire. •To provide services to such companies or The Board of Directors is renewed in quarters, groups by detaching personnel or otherwise, in rounded up to the nearest whole number every particular to provide al l advice and assistance year so that it is fully renewed every four years. The in their respective organization, investments order of early termination of the terms of office is and financing, and to coordinate their policies determined by unanimous decision of the Directors in the areas of development, product range, present or represented or, if unanimity cannot be procurement and distribution; reached, by random draw. The mandate of the To acquire, hold, manage and, if applicable, sell or persons so designated lapse on the date set by • assign any industrial or intellectual property rights the unanimous decision of the Board of Directors and all processes directly or indirectly related to or on the date set by the Chairman of the Board of the aforesaid purposes, and to secure or grant Directors before the draw. The renewal of Directors is licenses for such rights; then carried out in the order of the length of service. and more generally, to carry out any transactions, Directors are always eligible for renewal. • in particular industrial, business, financial, stock They may be dismissed at any time by the ordinary market, civil, real property and other property shareholders’ meeting. transactions that are directly or indirectly related to the purposes of Rexel described above or to No individual exceeding 70 years of age may be purposes that are similar or connected or likely appointed as director where such appointment to facilitate such purposes, in particular by way of would raise the number of directors over 70 years of lending or borrowing or granting guarantees and age to more than one-third. security interests covering its obligations or those 3. Where, at the close of a financial year, the portion of affiliated companies. of share capital held – under article L.225-102 of the French Commercial Code – by the employees 3.6.2 Management and administration bodies of Rexel and of its affi l iated companies within (articles 14 to 23 of the by-laws) the meaning of article L.225-180 of such Code, is above 3%, a director representing the employee 3.6.2.1 Board of Directors (articles 14 to 18 of shareholders is appointed by the shareholders’ the by-laws) meeting in accordance with the terms and conditions of the laws and regulations in force and of the by- Membership (article 14 of the by-laws) laws, to the extent the Board of Directors does not already include an employee shareholder and 1. The Board of Directors is made up of a minimum of director, or elected employee director. five members and a maximum of fifteen members, subject to the exceptions provided for by law in the The candidates for appointment as employee event of a merger. shareholder director are appointed as follows: During the Company’s lifetime, Directors are renewed a) Where the voting right attached to the shares or reappointed by the ordinary shareholders’ meeting. held by the employees or by the mutual funds REXEL 2017 – REGISTRATION DOCUMENT 124