CORPORATE GOVERNANCE NOMINAL CUMULATIVE NUMBER AMOUNT NOMINAL OF SHARES OF CAPITAL AMOUNT OF CUMULATIVE NOMINAL TRANSACTION ISSUED/ INCREASE/ SHARE/MERGER SHARE NUMBER OF VALUE PER SETTLEMENT DATE TRANSACTION CANCELLED REDUCTION (€) PREMIUM (€) CAPITAL (€) SHARES SHARE (€) July 26, 2017 Share capital 5,845 29,225 N/A 1,516,715,885 303,343,177 5 increase further to the final vesting of free shares 3.8.6 Pledges, guarantees and security interests As of the date of this Registration document and to Rexel’s knowledge, no Rexel shares have been pledged or are subject to a guarantee or security interest. 3.9 OTHER ELEMENTS THAT MAY HAVE AN IMPACT IN CASE OF TENDER OFFER 3.9.1 Control mechanisms in relation to • It grants its prior agreement to certain amendments employee shareholding to the rules of the fund: change of management In the scope of the share capital increase reserved company, dissolution, merger/demerger, change in for employees, the employees’ investments are the orientations of management and classification; carried out in certain jurisdiction through mutual and funds (fonds commun de placement). The “Rexel • It may take legal action to defend or enforce the Actionnariat Classique France” and the “Rexel rights or interests of its shareholders. Actionnariat Classique International” funds have been created in this context. The Supervisory Board of the fund is independent of the Board of Directors of Rexel and its decisions are Each of these funds has a Supervisory Board, the taken independently. main powers of which are as follows: Decisions of the Supervisory Board of the fund are •It reviews the management report and financial approved by a majority of votes of the members statements of the fund, the financial, administrative present or represented. In the event of a tie, the and accounting management and adopts its Chairman of the meeting has a casting vote. annual report; The means available for the Supervisory Board to •It exercises the voting rights attached to the shares support its decisions and carry out its duties are as issued by Rexel and decides on the contribution fol lows: organization of telephone conferences, if of shares, and, in this respect, appoints one or applicable, beyond the formal scope of the meetings; several representatives of the fund at the Rexel various information provided by Rexel, in order to shareholders’ meetings; assess the economic and financial position of the It may submit resolutions at Rexel shareholders’ Rexel Group and its outlook; information provided • meetings; by the management company. REXEL 2017 – REGISTRATION DOCUMENT 154