CORPORATE GOVERNANCE The objectives of the plan, in order of highest to The acquisition, sale or transfer of the shares may lowest priority, are the following: be carried out by any means, on the market or Ensuring liquidity and activity in the market for the over the counter, including through transactions • involving blocks of securities or takeover bids, shares of Rexel through an investment services option mechanisms, derivatives, purchase of options provider, acting independently under a liquidity or of securities in conformity with the applicable agreement and in compl iance with an AMF- regulatory conditions. accredited insider trading policy; •Satisfying the obligations arising out of allocations In the event of a public tender offer on Rexel shares of stock options, allocations of free shares or any paid for in ful l in cash, Rexel may not pursue the other granting, allocation or sale of shares to the implementation of its share repurchase plan. employees or the corporate officers of Rexel or of an associated enterprise and carrying out any hedging operation relating to such transactions, Overview of the share repurchase plan in accordance with the conditions set forth by As of December 31, 2017, Rexel held 1,289,369 shares the market authorities and at such times that the among which 408,765 under the liquidity agreement Board of Directors or any person acting upon the entered into with Natixis and 880,604 shares 3 authority of the Board of Directors implements previously acquired and held for the attribution to such actions; employees. •Ensuring the coverage of the undertakings of Rexel under rights with a settlement in cash and relating Under the liquidity agreement entered into with to the positive evolution of the trading price of Exane BNP Paribas, in force until October 31, 2017, the share of Rexel granted to the employees or during the financial year ended December 31, 2017 the corporate officers of Rexel or of an associated Rexel purchased 4,685,582 shares (representing enterprise; 1.51% of Rexel’s share capital) at an average price Retaining shares and del ivering shares in the of €15.07 and for a total cost of €70,596,189. These • shares were acquired for market-making purposes future to an exchange or as a consideration in under a liquidity agreement concluded with Exane the context of external growth transactions, in BNP Paribas. Furthermore, under the l iquidity accordance with acknowledged market practices agreement, Rexel has sold 4,685,582 shares at an and applicable regulations; average price of €15.09. •Granting shares in connection with the exercise of rights attached to securities conferring access by In connection with the liquidity agreement entered any means, immediately or in the future, to shares into with Natixis, effective from November 1, 2017, of Rexel; Rexel has purchased 1,246,496 shares (representing Canceling all or part of the shares so repurchased, 0.4% of the share capital of Rexel) during the 2017 • financial year at an average price of €15.18 and for in accordance with applicable laws and subject a total amount of €18,920,358. These shares have to an authorization being granted by the been acquired for market-making purposes in the extraordinary shareholders’ meeting; and scope of a liquidity agreement entered into with •Any other action that is or will become permitted Natixis. Furthermore, in connection with this liquidity by French law or the AMF or any purpose that may agreement, Rexel has sold 1,242,731 shares for an comply with the regulations in force. average price of €15.26. REXEL 2017 – REGISTRATION DOCUMENT 149