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Participating in the Annual Shareholders’ Meeting


> Practical information and documentation for the 2023 Annual Shareholders’ Meeting
> Practical information and documentation for past Annual Shareholders’ Meetings

Rexel’s Shareholders’ Meeting will take place on Thursday, April 20, 2023 at 10:30a.m. at the Châteauform’ City George V, 28, avenue George V, 75008, Paris.

Prior formalities to carry out in order to participate in the Shareholders’ Meeting

All shareholders, irrespective of the number of shares they own, and the form in which the shares are held, have the right to participate in the Shareholders’ Meeting, either by voting by mail or by giving proxy to the Chairman of the Meeting or a third party, or by voting via the Internet. In accordance with Article R.22-10-28 of the French Commercial Code, this right is subject to the shares being registered in the name of the shareholder or in the name of the authorized financial intermediary who is registered for their account on the second business day before the Meeting, i.e. Tuesday, April 19, 2022, at 00:00 (Paris time):

  • for holders of registered shares (pure or administered), you must be registered in the registered share accounts held for Rexel by its representative, Société Générale Securities Services, by the second business day before the Meeting, i.e. Tuesday, April 19, 2022, at 00:00 (Paris time);
  • for holders of bearer shares, the registering or recording of your shares in the bearer share accounts held by an authorized f inancial intermediary, pursuant to Article L.211-3 of the French Monetary and Financial Code, must be evidenced by a certificate of ownership issued by the authorized financial intermediary. This certificate of ownership must be attached to the voting form issued in the name of the shareholder or on behalf of the shareholder represented by an authorized financial Holders of bearer shares may request this form from the authorized financial intermediary that manages their shares as of the date of the convening notice.

Ways of participating in the Shareholders’ Meeting

You have four options to exercise your shareholder rights:

  • by personally attending the Assembly;
  • by giving proxy to the Chairman of the Meeting or being represented bu the person of their choice;
  • by voting by mail;
  • by voting via the Internet.

Your participation is faster and easier via the Internet:

Rexel recommends that you send your instructions via the Internet before the Meeting. This option allows shareholders to participate in the Meeting through a dedicated, secure website that offers them all the same choices that are available on the voting form. If you wish to use this method of transmitting your instructions, please follow the recommendations below in the section: “if you wish to vote by Internet”.

If you wish to attend the Meeting in person

  • If you hold registered shares (pure or administered): you will need to request an attendance card from the central financial establishment: Société Générale Securities Services, by sending the universal postal and proxy voting form attached to this convening notice, after completing the voting form as follows:
    • check box A at the top of the form;
    • date and sign the form in the appropriate area at the end of the form;
    • mail the form, using the attached T envelope or by standard letter, to Société Générale Securities Services (Service Assemblées, CS 30812, 44308 Nantes Cedex 3).
  • If you hold bearer shares: you will need to ask your authorized financial intermediary for a certificate of Your authorized financial intermediary will then send this certificate to the central financial establishment: Société Générale Securities Services (Service Assemblées, CS 30812, 44308 Nantes Cedex 3), which will send you an attendance card.

You will present yourself on Thursday, April 20, 2023 at the Meeting location with your attendance card.

If you hold registered shares and you do not receive your attendance card in time, you can still participate in the Meeting by providing simple proof of identification.

If you hold bearer shares and you do not receive your attendance card by the second business day before the Shareholders’ Meeting, you can participate in the Meeting by asking your authorized financial intermediary in advance to issue you a certificate of ownership and by providing proof of identification.

If you wish to give your proxy to the Meeting

  • If you wish to be represented by the Chairman of the Shareholders’ Meeting: you will need to use the universal postal and proxy voting form attached to this convening notice, after completing the voting form as follows:
    • check the box “I hereby give my proxy to the Chairman of the Shareholders’ Meeting”;
    • date and sign the form in the appropriate area at the end of the form;
    • mail the form:
      • For holder of pure registered shares: using the attached T envelope or by standard letter, to Société Générale Securities Services (Service Assemblées, CS 30812, 44308 Nantes Cedex 3).
      • For holder of bearer shares: to the authorized f inancial intermediar y who will send to Société Générale Securities Services the form accompanied by the certificate of ownership.

The Chairman of the General Meeting will vote in favor of adopting the resolutions presented or approved by the Board of Directors and will vote against all of the other draft resolutions.

  • If you wish to be represented by another person of your choice: you may be represented at the Meeting by another shareholder, your spouse, a partner with whom you have entered into a recognized civil union (pacte civil de solidarité) or any other natural person or legal entity of your choice under the conditions laid down in Article L.225-106 of the French Commercial Code.

You will need to use the universal postal and proxy voting form attached to this convening notice, after completing the voting form as follows:

  • check the box “I hereby appoint” and state the last name, first name and address of your proxy;
  • date and sign the form in the appropriate area at the end of the form;
  • mail the form:
    • For holder of pure registered shares: using the attached T envelope or by standard letter, to Société Générale Securities Services (Service Assemblées, CS 30812, 44308 Nantes Cedex 3).
    • For holder of bearer shares: to the authorized f inancial intermediar y who will send to Société Générale Securities Services the form accompanied by the certificate of ownership.

In order to be taken into account, completed and signed postal voting forms must reach Société Générale Securities Services at least three calendar days before the date of the Meeting, i.e., Monday, April 17, 2023, in order for them to be processed.

If you wish to vote by mail

To vote by mail, you must use the universal postal and proxy voting form, after completing the voting form as follows:

  • check the box “I am voting by mail”;
  • fill in the cadre section “Vote by mail” using the instructions listed in this section;
  • date and sign the form in the appropriate area at the end of the form;
  • mail the form:
    • for holders of registered shares: using the T envelope enclosed with the convening notice or by standard letter, to Société Générale Securities Services (Service Assemblées, CS 30812, 44308 Nantes Cedex 3);
    • for holders of bearer shares: to the authorized financial intermediary who will send the form, and the certificate of ownership, to Société Générale Securities Services.

In order to be taken into account, completed and signed postal voting forms must reach Société Générale Securities Services at least three calendar days before the date of the Meeting, i.e. Monday, April 17, 2023, in order for them to be processed.

If you wish to vote via the internet

  • If you hold registered shares (pure or administered): you can access the dedicated and secure Votaccess voting platform via the www.sharinbox.societegenerale.com website using your using your Sharinbox access code (reminded on the unique form) or your login email (if you have already you have already activated your Sharinbox by SG Markets account), together with the password sent by by Société Générale Securities Services when you opened your account.
  • If you hold bearer shares: if your authorized financial intermediary is connected to the Votaccess website, you will identify yourself via the website of your authorized financial intermediary with your usual login You must then follow the on-screen instructions in order to access the VOTACCESS website.

The secure VOTACCESS platform dedicated to recording votes prior to the Meeting will open on Monday, April 3, 2023, at 9:00 a.m. (Paris time). Online voting prior to the Meeting will close on the day before the Meeting, i.e. Wednesday, April 19, 2023, at 3:00 p.m. (Paris time). In order to prevent the dedicated website from being overloaded with traffic, we recommend that Shareholders vote as soon as possible.

Any shareholder who has already cast a postal vote, sent a proxy or requested an admission card may no longer choose another method of participation in the Meeting.

Appointment and revocation of a proxy

Shareholders who have chosen to be represented by a proxy of their choice may provide notice of such appointment, or revoke the same, in the following ways:

  • by regular mail, using the voting form provided, either directly, for registered shareholders (using the T envelope enclosed with the convening notice), or through the holder of the securities account, for shareholders holding securities in bearer form, and received by Société Générale Securities Services, Service des Assemblées Générales, CS 30812, 44308 Nantes Cedex 3, no later than three days before the date of the Shareholders’ Meeting;
  • electronically, by connecting, for registered shareholders, to the societegenerale.com website, and for shareholders holding securities in bearer form, at the Internet portal of their account holder, in order to access the Votaccess website, according to the methods described in the section “If you wish to vote via the Internet” below, no later than Wednesday April 19, 2023, at 15:00, Paris time.

As a reminder, written, signed proxies must show the last name, first name and address of the shareholder, as well as those of his or her representative. Pursuant to Articles R.225-79 and R.22-10-24 of the French Commercial Code, shareholders may provide notice to Société Générale Securities Services of the revocation of the proxy by means of the same formal requirements as those used for their appointment.

It is specified that for any proxy given by a shareholder without indicating who shall hold the proxy, the Chairman of the Shareholders’ Meeting will issue a vote pursuant to the recommendations of the Board of Directors.

For holders of bearer shares, the voting form must be accompanied by the certificate of ownership issued by the authorized financial intermediary.

Shareholders’ written questions

In addition, all shareholders are entitled to send written questions of their choice to the Board of Directors. Questions must be sent by certified mail with return receipt requested to the following address: REXEL – For the attention of the CEO – 13 Boulevard du Fort de Vaux – CS 60002 – 75838 Paris Cedex 17. They must be accompanied by a certificate of registration either in the registered share accounts or in the bearer share accounts held by the authorized financial intermediary.

Written questions shall be taken into account if they are received before the end of the fourth (4) business day preceding the date of the Shareholders’ Meeting, i.e. April 14, 2023. The responses to the written questions will be posted on the the Company’s website: www.rexel. com (section: Investor/Event/ Annual General Shareholders’ Meeting 2022).

Shareholders’ rights to information

All documents and information provided for in Article R.22-10-23 of the French Commercial Code can be consulted on the the Company’s website: www.rexel.com (section: Investor/Event/ Annual General Shareholders’ Meeting) beginning on the 21st day preceding the Meeting, i.e. March 30, 2023.

Broadcast of the Shareholders’ Meeting

The Shareholders’ Meeting will be broadcast live via a video webcast available at the www.rexel.com website. The video recording will be available after the Shareholders’ Meeting.