CORPORATE GOVERNANCE Deputy Chief Executive Officers is determined by Form of the shares (article 9 of the by-laws) the Board of Directors. Such compensation may be The Rexel shares may be in registered or bearer form, fixed or proportional, or both fixed and proportional. at the shareholder’s discretion, notwithstanding 3. The Board of Directors may al lot exceptional certain legal or regulatory provisions that may in compensation for special missions or duties assigned certain cases require that the shares be in registered to Directors; any such compensation is recorded as form. operating expenses and is subject to approval by the ordinary shareholders’ meeting in accordance The Rexel shares are registered on a securities with the procedure set forth in Articles L.225-38 to account under the terms and conditions provided L.225-42 of the French Commercial Code. for by law. 4. The Board of Directors may authorize the Sale and transfer of shares (article 11.1 of the reimbursement of travel and other expenses by-laws) incurred by its members in the best interest of Rexel. No compensation other than that provided herein, The shares are freely tradable, notwithstanding any whether permanent or temporary, may be allocated legal or regulatory provisions to the contrary. They to the Directors, unless they are linked to Rexel by are transferred between accounts under the terms 3 an employment agreement under the conditions and conditions provided for by law. authorized by law. Rights and obligations attached to the shares 3.6.2.4 Agreements entered into by Rexel with (article 12 of the by-laws) its shareholders or managers (article 22 of the 1. Each share grants rights to a share of ownership by-laws) in the corporate assets and in the distribution of Any agreement entered into between Rexel and profits, which is proportional to the percentage of its shareholders or any one of them, or between the share capital that it represents. Rexel and its managers or any one of them, in each case whether directly or through an intermediary, is Each share also gives its holder the right to vote and subject to the applicable procedure as defined by to be represented at shareholders’ meetings under law. the terms and conditions provided for by law and by the by-laws. The foregoing provisions do not apply to agreements relating to ordinary transactions entered into on 2. Shareholders are responsible for the company’s arms’ length terms. However, each interested party is liabilities only up to the amount of their contributions. required to notify such agreements to the Chairman of the Board of Directors, who then forwards the list The rights and obligations attached to the shares and purpose of such agreements to the Directors remain attached thereto irrespective of the and to the Statutory Auditors, on or before the date transferee. of the meeting of the Board called to approve the Owners of shares are automatical ly bound by the financial statements for the previous financial year. by-laws and by any decisions of the shareholders’ 3.6.2.5 Liability (article 23 of the by-laws) meetings. The Directors and the Chief Executive Officer are 3. Whenever more than one share is required to individual ly or, as the case may be, jointly and exercise a particular right, in the event of a share several ly l iable towards Rexel and third parties exchange, consolidation or allotment, or as a result for any breach of the provisions of the laws and of an increase or reduction in share capital, or in the regulations applying to sociétés anonymes or of event of a merger or other transaction involving the the provisions of the by-laws, and for their personal share capital, shareholders who own only one share negligence in the performance of their duties, in or who do not own the minimum number of shares accordance with the provisions of the law. required may at their own initiative consolidate their shares for the purpose of exercising said right, or 3.6.3 Rights and obligations attached to buy or sell the requisite number of shares. the shares (articles 8, 9, 11, 12 and 13 of the by-laws) Indivisibility of the shares – Legal ownership Payment of shares (article 8 of the by-laws) (nue-propriété) – Beneficial ownership (usufruit) Shares subscribed for in cash are issued and paid-up (article 13 of the by-laws) under the terms and conditions provided for by law. The shares are indivisible with regard to Rexel. REXEL 2017 – REGISTRATION DOCUMENT 129