FINANCIAL AND ACCOUNTING INFORMATION 16. Share capital and premium 16.1 Changes in share capital and issuance premium Rexel’s share capital is composed of ordinary shares, with a par value of €5. The following table shows changes in the share capital and issuance premium: SHARE CAPITAL SHARE PREMIUM NUMBER OF SHARES (in millions of euros) As of January 1, 2016 301,871,378 1,509.4 1,680.5 Exercise of share subscription rights 98,442 0.5 – Payments of dividends (1) – – (120.3) Employee share purchase plan 530,854 2.7 0.9 Issuance of shares in connection with free shares plans(2) 397,349 2.0 – Allocation of free shares – – (10.0) Free shares cancelled – – 10.1 As of December 31, 2016 302,898,023 1,514.5 1,561.2 Employee share purchase plan 159,899 0.8 0.3 Issuance of shares in connection with free shares plans(2) 285,255 1.4 – Allocation of free shares – – (9.4) Free shares cancelled – – 7.0 As of December 31, 2017 303,343,177 1,516.7 1,559.2 (1)I n 2016, payment of a dividend of €0.40 per share by deduction from share premium, for a total cash amount of €120.3 million. (2) I n 2017, issuance of 282,218 shares in connection with the 2013 bonus shares plan (“4+0 Plan”) and 3,037 shares in connection with the 2014 bonus shares plan (“3+2 Plan”). In 2016, issuance of 392,355 shares in connection with the 2012 bonus shares plan (“4+0 Plan”), 1,300 shares in connection with the 2013 bonus shares plan (“3+2 Plan”) and 3,694 shares in connection with the 2014 bonus free shares plan (“2+2 Plan”). 16.2 Capital Management and treasury shares • Any other actions that comply with applicable The Shareholders’Meeting of May 23, 2017 regulations in force. authorized the Board of Directors, with the option of In connection with this share buy-back program, sub-delegation, to have Rexel buy up to a maximum Rexel entered into an agreement with a financial number of shares representing up to 10% of the institution to promote the liquidity of Rexel shares company’s share capital for a maximum price of €30 on the market, in compliance with the Autorité des per share. This program is capped at €250 million Marchés Financiers (AMF) requirements, for an with a term of 18 months from the date of the amount of €16.8 mil lion as of December 31, 2017 Shareholders’ Meeting (ending November 22, 2018). (€16.7 million as of December 31, 2016). The objectives of this program in decreasing order Rexel also repurchased in previous years treasury of priority are as follows: shares to serve its free share plans (880,604 shares Ensuring liquidity and activity in the market for the held as of December 31, 2017). • shares through an investment services provider; As of December 31, 2017, Rexel held in aggregate Setting up any stock option plan of the Company; 1,289,369 treasury shares (1,349,227 as of • December 31, 2016) valued at an average price of •Retaining and del ivering shares further to an €13.47 per share (€13.31 per share as of December 31, exchange or as a consideration in the context of 2016) that were recognized as a reduction in external growth transactions within the limit of 5% shareholders’ equity, for a total of €17.4 mil l ion of the share capital of Rexel; (€18.0 million as of December 31, 2016). •Granting shares in connection with the exercise of Net capital gains realized on the sale of treasury rights attached to securities conferring access to shares in 2017 amounted to €0.1 mil lion net of tax Rexel shares; and were recognized as an increase in shareholders’ Cancelling all or part of any shares so repurchased; equity (net capital gains of €1.0 million in 2016). • REXEL 2017 – REGISTRATION DOCUMENT 240