COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 •Retaining shares and delivering shares further to •The shares held by the Company may not an exchange or as a consideration in the context represent, at any time, more than 10% of its share of external growth transactions, in accordance capital. with applicable regulations; The shares repurchased and retained by the Granting shares in connection with the exercise of Company will be deprived of voting rights and will • rights attached to securities conferring access by not give right to the payment of dividends. any means, immediately or in the future, to shares The Board of Directors will not be able, except with of the Company; the prior approval of the Shareholders’ Meeting, to pursue the implementation of its share repurchase •Cancelling all or part of the shares so repurchased, program as from the filing by a third party of a public in accordance with applicable laws and subject offer on the Company’s securities and until the end to an authorization being granted by the of the offer period. Extraordinary Shareholders’ Meeting; and Full powers were granted to the Board of Directors, Implementing any other action that is or wi l l with the option to delegate such powers to any • person in accordance with the legislative and become permitted by French law or the AMF or regulatory provisions, to achieve this share any purpose that may comply with the regulations repurchase program of the Company’s shares, and in force. in particular to give any stock exchange orders, enter The acquisition, sale or transfer of the shares may into any agreement for the keeping of the purchase be carried out by any means, on the market or and sale registers, make any disclosures to the AMF over the counter, including through transactions and any other authorities, prepare any documents, involving blocks of securities or takeover bids, in particular information documentation, al locate option mechanisms, derivatives, purchase of options and, as the case may be, reallocate, subject to the or of securities in conformity with the applicable conditions provided by the law, the shares acquired regulatory conditions. The portion of the plan for the various purposes envisaged, carry out any carried out through transactions involving blocks formalities and, more generally, do as necessary. of shares may reach the total amount of the share This authorization is granted for a term of 18 months repurchase plan. as from the date of this Shareholders’ Meeting. This authorization shall be implemented pursuant to This authorization shall cancel, to the extent of the the following conditions: unused portion, any prior authorization with the same purpose, and supersede the authorization granted by •The maximum number of shares that the the twentieth resolution of the Ordinary Shareholders’ Company may purchase under this resolution Meeting of the Company of May 23, 2017. shall not exceed 10% of the shares making up the The Board of Directors wil l, every year, inform the share capital as at the date of completion of the Shareholders’ Meeting of the operations carried repurchase of the shares of the Company; out pursuant to this resolution, in compliance with Article L.225-211 of the French Commercial Code. •The number of shares acquired by the Company in view of holding them for subsequent payment or II. Resolutions to be submitted to exchange in a merger, spin-off or contribution may the Extraordinary Shareholders’ Meeting not exceed 5% of the Company’s share capital; Sixteenth resolution •The total maximum amount al located to the repurchase of the shares of the Company may (Authorization to be granted to the Board of not exceed €250 million. The maximum purchase Directors to carry out a share capital decrease by price per share of the Company has been set cancellation of shares) at €30, it being specified that in the event of The Shareholders’ Meeting, deciding under the transactions on the share capital, in particular by quorum and majority requirements for extraordinary way of incorporation of reserves and al location shareholders’ meetings, of free shares, division or grouping of shares, Having reviewed the report of the Board of Directors this maximum purchase price shal l be adjusted and the Statutory Auditors’ special report, accordingly by using a multiplying factor equal to the ratio between the number of shares Authorized the Board of Directors to reduce making up the share capital prior to the relevant the share capital, in one or several occurrences, transaction, and the number of shares further to in the proportions and at the times that it shal l such transaction; and deem appropriate, by cancel lation of al l or part REXEL 2017 – REGISTRATION DOCUMENT 328