CORPORATE GOVERNANCE The type of such documents and the conditions If the shares are in registered form, the intermediary under which they are sent or made available to registered as provided by law is required to disclose shareholders are determined by law. the identity of the owners of such shares and the number of shares held by each owner at the request of Rexel or its authorized representative, in 3.6.6 Provisions likely to have an impact on the accordance with the applicable laws and regulations, control of Rexel and such request may be presented at any time. To Rexel’s knowledge, there exists no provision in As long as Rexel believes that certain holders of the by-laws that would result in delaying, deferring shares whose identity has been disclosed hold such or preventing a change of control of Rexel. shares as nominees for third parties, it has the right As indicated in paragraph 3.7.5 “Agreements to ask the nominees to reveal the identity of the potential ly leading to a change of control” of this owners of such shares. Registration document, to the best knowledge Upon completion of the identification procedures, of Rexel, there are no agreements entered into and without prejudice to the disclosure of material among shareholders. Furthermore, provisions of holdings as required by law, Rexel may ask any the senior credit agreement and of the bonds likely legal entity that owns its shares and holds interests to have an impact in case of change of control of exceeding one-fortieth of the share capital or voting Rexel are described in note 22.1 of the Notes to the rights to disclose the identity of any persons that consolidated financial statements of the Company directly or indirectly control more than one third of for the financial year ended December 31, 2017, the share capital or voting rights of such legal entity. set out in paragraph 5.2.1 “Consolidated Financial Fai lure by the holders of shares or by the Statements” of this Registration document. intermediaries to fulfil their obligation to disclose the aforesaid information may, as provided for by 3.6.7 Identification of shareholders and law, lead to suspension or even disqualification from ownership threshold disclosures (articles 10 voting and dividend rights attached to the shares. and 11 of the by-laws) 3.6.7.2 Ownership threshold disclosures 3.6.7.1 Identification of shareholders (article 10 (article 11.2 of the by-laws) of the by-laws) In addition to the legal obligation to notify Rexel Rexel stays informed about the composition of its whenever the ownership thresholds provided by shareholding base in accordance with applicable law are crossed, any individual or legal entity, acting laws. alone or in concert, coming into possession, directly or indirectly within the meaning of the law (and in In this respect, Rexel may avail itself of al l legal particular, of article L.233-9 of the French Commercial provisions, for identification of the holders of Code), of a number of shares representing 2.5% of the securities conferring immediate or future voting share capital or voting rights, is required to disclose rights at Rexel’s shareholders’ meetings. to Rexel the total number of shares and voting rights it owns by sending a notice by registered mail with Rexel may, at any time, in accordance with the acknowledgement of receipt to the registered office applicable laws and regulations, request that the or, for shareholders who are not French residents, central custodian in charge of the administration of by any equivalent means, within 5 trading days from its share issue account, in exchange for consideration the date it has crossed one of these thresholds, paid by Rexel, identify the owners of securities giving stating the total number of securities held giving immediate or future voting rights at shareholders’ future access to the share capital and the number meetings, as well as the number of securities held by of voting rights attached thereto. This declaration each such owner and any restrictions that may apply of crossing of threshold shall also state whether the to such securities. shares or voting rights attached thereto are held on After fol lowing the procedure described in the behalf of or in concert with other individual or legal previous paragraph and in the l ight of the l ist entities and shal l also indicate the date on which transmitted by the central custodian, Rexel may also the threshold was crossed. Such disclosure must request, either through such custodian or directly be made for any additional multiple of 2.5% of the from the persons registered on this list and whom share capital or voting rights without any limitation, Rexel believes may be registered on behalf of third including when it exceeds 5%. parties, information regarding the owners of the Fai lure to duly make such disclosure under the securities as provided in the preceding paragraph. conditions specified above shal l result in the REXEL 2017 – REGISTRATION DOCUMENT 132