CORPORATE GOVERNANCE Board of Directors or person acting upon the The maximum amount of funds intended to finance authority of the Board of Directors implements the 2018 share repurchase plan would amount to such actions; €250 million. •Ensuring the coverage of the undertakings of Rexel under rights with a settlement in cash and relating Terms of purchase and sale to the positive evolution of the trading price of The acquisition, sale or transfer of shares could be the share of Rexel granted to the employees or effected or paid for by all means, on the market or the corporate officers of Rexel or of an associated over the counter, including by means of block trade enterprise; transactions or public offers, optional mechanisms, Retaining shares and delivering shares further to derivative instruments, purchases of options or • an exchange or as a consideration in the context securities, in compliance with applicable regulations. of external growth transactions and within the In the event of a public offer for Rexel’s securities limit of 5% of the share capital of Rexel; ful ly paid for in cash, Rexel would not be able to Granting shares in connection with the exercise of pursue the implementation of its share repurchase • rights attached to securities conferring access by plan. any means, immediately or in the future, to Rexel 3 shares; Duration of the share repurchase plan Cancelling all or part of the shares so repurchased; The share repurchase plan would have a duration • and of 18 months as from the Shareholders’ Meeting, i.e. until November 23, 2019. •Any other action that is or will become permitted or accepted by French law or the AMF or any Breakdown by objectives of the shares held by purpose that may comply with the regulations in Rexel force. As at December 31, 2017: Maximum portion, number and characteristics •880,604 shares were al located to the of shares that may be acquired in connection implementation of al l share subscription option with the 2018 repurchase plan plans and free share allocation plans of Rexel; and The maximum portion of share capital that may be •408,765 were al located to the purchase, sale, authorized to be repurchased would amount to 10% conversion, transfer, loan, or availability of the of the total number of shares making up the share shares in connection with a liquidity agreements capital, at any time whatsoever, with this percentage in compliance with the AMAFI Code of Ethics and applying to an adjusted share capital based on the entered into with Natixis and entered into force transactions that affect it further to the shareholders on November 1, 2017, in compliance with market meeting. The number of shares purchased by Rexel practice accepted by the French financial markets in view of holding them for subsequent payment or authority (Autorité des marchés financiers) or to exchange in a merger, spin-off or contribution may carry out counter-trend market transactions. not exceed 5% of Rexel’s share capital at such date. For information purposes, based on the existing 3.8.4 Other securities giving access to the share capital as at December 31, 2017 and having share capital deducted the 1,289,369 shares held at this date, the maximum number of shares that may be purchased 3.8.4.1 Subscription or purchase options for amounts to 29,044,948. Rexel shares The shares that Rexel considers purchasing are Rexel has not issued any purchase or subscription ordinary shares. option within the 2017 financial year. In addition, the subscription or purchase options Maximum purchase price exercisable under the previous plans lapsed on The maximum purchase price per share would be November 30, 2016. set at €30, it being specified that in the event of a share capital transaction, including by way of a 3.8.4.2 Allocation of free shares capitalization of reserves and free share allocation, Rexel has issued options to subscribe for shares share split or reverse share split, such price would be under the terms and conditions described in adjusted accordingly in order to take into account paragraph 3.7.2.6 “Allotment of free shares” of this the impact of such transactions on the share price. Registration document. REXEL 2017 – REGISTRATION DOCUMENT 151