CORPORATE GOVERNANCE deemed to be present for purposes of calculating the time period and under the conditions set forth the quorum and majority. by law will count towards the quorum. 3.6.5.5 Attendance sheet – Officers of the 2. At ordinary and extraordinary shareholders’ meeting – Minutes of meetings (article 29 of the meetings, each shareholder shall have as many votes by-laws) as shares he owns or represents, in his own name or by proxy, with no limitations of any kind. Pursuant 1. An attendance sheet containing the information to the option provided for in article L.225-123 of the required by law is kept for each meeting. French Commercial Code, shares fully paid up that This attendance sheet, which is duly initialed by have been held in a registered form for 2 years at the shareholders present and by any proxies, and name of the same shareholder do not benefit from to which any proxy forms and postal bal lots are double voting rights. attached, is certified as true and accurate by the 3. Voting takes place and the votes are cast, as officers of the meeting. decided by the officers of the meeting, by a show 2. Shareholders’ meetings are chaired by the of hands, by electronic means or by any form of Chairman of the Board of Directors or, in his/her telecommunication that enables the shareholders absence, by the Deputy Chairman of the Board of to be identified in accordance with the applicable 3 Directors, or by a director special ly authorized for regulations. this purpose. If the shareholders’ meeting is convened by the 3.6.5.7 Ordinary shareholders’ meetings Statutory Auditor or Auditors, by a representative of (article 31 of the by-laws) the court or by the receivers, the meeting is chaired 1. Ordinary shareholder’s meetings are held to make by one of them. all decisions that do not amend the by-laws. In any event, in the absence of the person who is Ordinary shareholders’ meetings are held at least authorized or appointed to chair the meeting, the once each year, within the times specified by the shareholders shall elect a chairman of the meeting. appl icable laws and regulations, to resolve on Bal lots are counted by the two shareholders in the financial statements and, if applicable, on the attendance who hold the largest number of shares, consol idated financial statements for the past either personal ly or by proxy, and who agree to financial year. perform this task (they shall be known as officers of 2. While voting in accordance with the quorum the meeting). and majority requirements applicable to ordinary The officers of the meeting appoint a secretary who meetings, the ordinary shareholders’ meeting is not required to be a shareholder. exercises the powers assigned thereto by law. The duties of the officers of the meeting are to verify, certify and sign the attendance sheet; to ascertain 3.6.5.8 Extraordinary shareholders’ meetings that the deliberations are duly carried out; to settle (article 32 of the by-laws) any incidents arising at the meeting; to count the 1. Only the extraordinary shareholders’ meeting votes cast and to ascertain that they are valid; and is authorized to amend any provision of the by- to draw up the minutes of the meeting and to sign laws. However, it may not increase the obligations them. of shareholders, subject to transactions resulting 3. Minutes of the meetings are drawn up and copies from an exchange or consolidation of shares duly or excerpts thereof are delivered and certified in approved and carried out. accordance with the law. 2. While voting in accordance with the applicable quorum and majority requirements, the 3.6.5.6 Quorum – Voting – Number of votes extraordinary shareholders’ meeting exercises the (article 30 of the by-laws) powers assigned thereto by law. 1. The quorum for ordinary and extraordinary shareholders’ meetings is calculated on the basis 3.6.5.9 Shareholders’ right to information of the total number of shares comprising the share (article 33 of the by-laws) capital, less any shares disqual ified from voting The shareholders have a right to receive the pursuant to the provisions of the law. documents they need to take an informed decision In the case of votes submitted by mail, only those on the management and operation of Rexel and to ballots received by Rexel prior to the meeting within vote accordingly. REXEL 2017 – REGISTRATION DOCUMENT 131