COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 This authorization would be granted for a term of 18 especially considering the markets’ current situation. months and would supersede the prior authorization The Company may also involve employees of the granted to the Board of Directors in respect of the Rexel Group in its development, notably by way of unused portion thereof. a share capital increase reserved to said employees We suggest that you approve this resolution. or the allotment of free shares. The Company may also carry out the issuance of securities underlying the securities issued by the Company or the 3. Resolutions to be submitted to the Rexel Group’s subsidiaries. The cancellation of the extraordinary Shareholders’ Meeting preferential subscription right would also allow the realization of public exchange or acquisitions offers 3.1 Authorization to be granted to the Board of paid entirely in securities. Final ly, the issuance of Directors to carry out a share capital decrease securities may remunerate contributions in kind of by canceling shares (sixteenth resolution) financial securities that would not be traded on a We suggest that you authorize the Board of Directors regulated market or its equivalent. to reduce the share capital by cancellation of all or These delegations and authorizations could not part of the Company’s shares acquired pursuant be used during the period of a public offer on the to any share repurchase plans authorized by the securities of the Company initiated by a third- Shareholders’ Meeting of the Company providing party, except with the prior authorization of the for this objective. Shareholders’ Meeting. This restriction would not The share capital decreases that the Board of apply to the issuances reserved to employees or the Directors may carry out under this authorization allotment of free shares. would be limited to 10% of the Company’s share capital as of the date of the cancellation per a period We also remind you that the maximum amount of all of 24 months. the share capital increases (excluding share capital increases by means of capitalization of reserves or This authorization would be granted for a term of premium and allotment of free shares) would be of 18 months. €720 mil lion, i.e., 144 mil lion shares, representing We suggest that you approve this resolution. approximately 47.5% of the share capital and voting rights of the Company. 3.2 Financial authorizations (seventeenth to In addition, the maximum amount of al l the twentieth resolutions) share capital increases with cancel lation of the The Shareholders’ Meeting regularly grants to the shareholders’ preferential subscription right Board of Directors the authority or the powers (excluding share capital increases reserved to the necessary to proceed with the issuance of employees and allotment of free shares) would be ordinary shares and/or securities, with upholding of €140 million, i.e., 28 million shares, representing or cancel lation of shareholders’ preferential approximately 9% of the share capital and voting subscription right, in order to meet the financing rights of the Company. needs of the Rexel Group. Theses delegations and authorizations are stil l in As such, the extraordinary Shareholders’ Meetings force. Thus, it is not planned to submit their renewal of May 25, 2016 and May 23, 2017 granted to the to the Shareholders’ Meeting, with the exception of: Board of Directors the delegations of authority and authorizations as described in the table provided at •The two resolutions authorizing the Board of Schedule 1 to this report, it being specified that said Directors to al locate free shares, the first to the table specifies the cases and conditions in which benefit of employees and of the corporate officers certain of these delegations and authorizations have of the Company and its subsidiaries and the been used. second in the context of a shareholding plan; We remind you that in the event of an issuance of The resolution granting an authorization to the • ordinary shares and/or securities, the Company Board of Directors to issue securities reserved for intends to give priority to transactions upholding members of the Company savings plans; the shareholders’ preferential subscription right. Nevertheless, particular circumstances may justify •The resolution granting an authorization to the the cancel lation of the preferential subscription Board of Directors to issue securities reserved right of shareholders, in accordance with their for certain categories of beneficiaries in order interests. Accordingly, the Company may seize to al low the implementation of employee Group the opportunities offered by the financial markets, shareholding plans. REXEL 2017 – REGISTRATION DOCUMENT 314