COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 2.7 Renewal of the term of agreement, Rexel has sold 4,685,582 shares at an PricewaterhouseCoopers Audit as statutory average price of €15.09. auditor (fourteenth resolution) In connection with the liquidity agreement entered The fourteenth resolution submits to the approval into with Natixis, effective from November 1, 2017, of the shareholders the renewal of the term of Rexel has purchased 1,246,496 shares (representing PricewaterhouseCoopers Audit as statutory auditor 0.4% of the share capital of Rexel) during the of the Company. 2017 financial year at an average price of €15.18 and for a total amount of €18,920,358. These The term of PricewaterhouseCoopers Audit, as shares were acquired for market-making purposes statutory auditor of the Company comes to an under a liquidity contract concluded with Natixis. end at the closing of the Shareholders’ Meeting of Furthermore, in connection with this l iquidity May 24, 2018. agreement, Rexel has sold 1,242,731 shares for an Upon recommendation of the Audit Committee, average price of €15.26. it is submitted to the shareholders’ approval the This authorization expires in 2018. renewal of the term of PricewaterhouseCoopers Audit as statutory auditor to the extent that Accordingly, the fifteenth resolution proposes to PricewaterhouseCoopers Audit is the more able the Shareholders’ Meeting to authorize the Board to continue to fol low the Company due to its of Directors to repurchase shares of the Company knowledge of the activities and the markets of the within the l imits set by the shareholders of the Company. Upon recommendations of the Audit Company and in accordance with the legal and Committee, and as authorized by law n°2016-1691 regulatory provisions. of December 9, 2016 (said “Sapin I I”), the renewal Particularly, the authorization may be implemented of the term of Anik Chaumartin, alternate statutory with a view to (i) ensuring liquidity in the market, auditor, whose mandate wil l expire at the end of (ii) setting up any share purchase option plan, any the Shareholders’ Meeting of May 24, 2018, is not allotment of free shares, and any granting, allotment submitted to the shareholders’ approval. or transfer of shares to the benefit of the Rexel The renewal of the term of PricewaterhouseCoopers Group employees and carrying out any hedging 6 Audit shall be granted for a period of 6 financial years operation relating to such transactions, (iii) ensuring until the end of the Shareholders’ Meeting called to the coverage of the undertakings under rights with approve the financial statements for the financial year a settlement in cash and relating to the positive ending December 31, 2023, to be held in 2024. evolution of the trading price of the share of Rexel granted to the employees or the corporate officers We suggest that you approve this resolution. of Rexel or of an associated enterprise, (iv) delivering shares in the context of external growth transactions, 2.8 Authorization to carry out transactions on (v) delivering shares in connection with the exercise the Company’s shares (fifteenth resolution) of rights attached to securities, (vi) cancelling all or part of the shares so repurchased. The ordinary and extraordinary Shareholders’ Meeting of May 23, 2017 authorized the Board of The authorization that would be, as the case may Directors to carry out transactions on the Company’s be, granted to the Board of Directors provides for shares for a period of 18 months as of the date of limitations regarding the maximum repurchase price said meeting. (€30), the maximum amount for the implementation of the repurchase program (€250 mil lion) and the This authorization was implemented by the amount of securities which may be repurchased Board of Directors in the conditions described (10% of the share capital of the Company on the in the Registration document for the year ended date of the repurchases) or delivered in the context December 31, 2017. of external growth transactions (5% of the share capital of the Company). In addition, the Company Under the liquidity agreement entered into with may at no time own a quantity of shares representing Exane BNP Paribas, in force until October 31, 2017, more than 10% of its share capital. during the financial year ended December 31, 2017 Rexel purchased 4,685,582 shares (representing The Board of Directors will not be able, except with 1.51% of Rexel’s share capital) at an average price the prior approval of the Shareholders’ Meeting, to of €15.07 and for a total cost of €70,596,189. These pursue the implementation of its share repurchase shares were acquired for market-making purposes program as from the filing by a third party of a public under a liquidity contract concluded with Exane offer on the Company’s securities and until the end BNP Paribas. Furthermore, under the l iquidity of the offer period. REXEL 2017 – REGISTRATION DOCUMENT 313