CORPORATE GOVERNANCE The co-owners of split shares must be represented circumstances, dismiss one or more Directors and vis-à-vis Rexel by only one of the co-owners or by a appoint their replacements. single representative. If no agreement can be reached concerning the appointment of a representative, 3.6.5.4 Access to shareholders’ meetings such representative shall be appointed by order of (article 28 of the by-laws) the President of the commercial court acting at the request of the first owner to take the initiative to 1. The right to participate in shareholders’ meetings refer the matter to such court. is subject to the registration or recording of the shares within the conditions and deadlines set out Voting rights attached to shares belong to the by the regulations in force. beneficial owner (usufrutier) at ordinary meetings and to the legal owner (nu-propriétaire) at 2. A shareholder may be represented by another extraordinary meetings. shareholder, by his or her spouse or by his or her civil solidarity pact (PACS) partner. 3.6.4 Changes to Shareholders’ rights Furthermore, a shareholder may be represented by Insofar as the by-laws contain no specific provisions any other legal entity of individual of his / her choice: covering changes to shareholders’ rights attached (i) Where the Rexel shares are admitted to trading to shares, such changes are subject to the provisions on a regulated market; of the law. (ii) Where the Rexel shares are admitted to trading on a multilateral trading facility that complies 3.6.5 Shareholders’ meetings (articles 25 to 33 with the legal and regulatory provisions aiming of the by-laws) at protecting investors against insider trading, price manipulation and the dissemination of false 3.6.5.1 Shareholders’ meetings (article 25 of the information in accordance with the conditions by-laws) laid down in the General Regulation of the Shareholders’ decisions are made at shareholders’ Autorité des marchés financiers, appearing on a meetings, which are either ordinary, extraordinary or list drawn up by the AMF in accordance with the special meetings depending on the type of decision terms of its General Regulation. on which the shareholders are requested to vote. The proxy form, as wel l as the withdrawal of the Any duly convened shareholders’ meeting proxy form, if applicable, must be in writing and represents all the shareholders. notified to Rexel, in accordance with the provisions laid down by law. Decisions made in shareholders’ meetings are binding upon all shareholders, including those who 3. Any shareholder may vote by mail, by sending a are absent, incapacitated or dissenting. ballot to Rexel under the conditions provided for by law. 3.6.5.2 Notices of meetings (article 26 of the This form may be on the same document as the proxy by-laws) form; in this case, the single document must contain Shareholders’ meetings are called by the Board of the statements and information provided for by the Directors or by any person authorized by the law regulations. In order for mail ballots to be counted, for such purpose, within the time periods and in Rexel must receive the ballots three (3) days before accordance with the conditions set forth by law. the date of the meeting. The electronic signature may take the form of a procedure compliant with Shareholders’ meetings are held at the company’s the first sentence of the second subparagraph of registered office or at any other location indicated in article 1316-4 of the French Civil Code. the meeting notice. If the Board of Directors so decides when it convenes 3.6.5.3 Agenda (article 27 of the by-laws) the meeting, shareholders may also participate and vote in the meeting by electronic or another form 1. The agenda of shareholders’ meetings is set by the of telecommunication that enables them to be party that convened the meeting. identified under the conditions provided for by law. 2. Shareholders, at a shareholders’ meeting, may not 4. Shareholders who participate in a meeting deliberate on a matter that is not referred to in the by videoconference or otherforms of agenda, which cannot be amended upon serving telecommunication that enable them to be identified a second notice. They may, however, under any under the conditions provided for by law are REXEL 2017 – REGISTRATION DOCUMENT 130