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Participating in the Annual Shareholders’ Meeting


> Practical information and documentation for the 2020 Annual Shareholders’ Meeting
> Practical information and documentation for past Annual Shareholders’ Meetings

Rexel’s Shareholders’ Meeting will take place on Thursday, June 25, 2020 at 10:00 a.m. at the Group’s Headquarters, 13 boulevard du Fort de Vaux, 75017, Paris.
Due to the health security precautions related to the Covid-19 pandemic, the Shareholders’ Meeting will be held in camera.

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

As noted above, this year’s Combined Shareholders’ Meeting will be held in camera, meaning that neither the shareholders nor the other persons entitled to attend will be present in person. Consequently, shareholders must vote remotely before the Shareholders’ Meeting, either by completing a voting form, by giving proxy to the Chairman of the Meeting or a third party, or by voting via the Internet (through Votaccess, a secure voting platform).

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.225-85 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, June 23, 2020, 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, June 23, 2020, 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 financial 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 intermediary. 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

Because the Shareholders’ Meeting will be held in camera, without the presence of the shareholders, the shareholders will be able to participate as follows

  • by voting via the Internet;
  • by voting by mail;
  • by giving proxy to the Chairman of the Meeting;
  • by being represented by the person of their choice, under the terms of Article L.225-106 of the French Commercial Code.
It is recommended that you exercise your rights as a shareholder 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 vote via the internet:

  • If you hold registered shares (pure or administered): you can access the dedicated and secure Votaccess voting platform via the sharinbox.societegenerale.com website using your access code sent to you by mail at the time of your first contact with Société Générale Securities Services. It may be resent by clicking on “Get your codes” on the website homepage.

You must then follow the instructions in your personal space by clicking on the name of the Meeting under the section “Ongoing operations” on the homepage, then on “Vote” to access the voting website.

  • 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 ID. 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 Friday, June 5, 2020, at 9:00 a.m. (Paris time). Online voting prior to the Meeting will close on the day before the Meeting, i.e. Wednesday, June 24, 2020, 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.

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 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, June 22, 2020, in order for them to be processed.

If you wish to give your proxy to the Chairman of the Meeting or to be represented at the Meeting by another person of your choice:

  • If you wish to give your proxy to the Chairman of the Meeting:

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 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 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.

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

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 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 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 four calendar days before the date of the Meeting, i.e. Sunday, June 21, 2020, by mail or Internet (Votaccess) in order for them to be processed.

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 four days before the date of the Shareholders’ Meeting, i.e. Sunday, June 21, 2020, at 00:00 (Paris time);

electronically, by connecting, for registered shareholders, to the sharinbox.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 Sunday, June 21, 2020, at 00:00, 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 Article R.225-79 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.

Giving instructions for proxies received

To exercise their proxies, representatives must send their voting instructions in the form of a digital copy of the universal postal and proxy voting form via e-mail to Société Générale at assemblees.generales@sgss.socgen.com.

The form must contain the proxy’s last name, first name and address, along with the notation “Acting as proxy,” and it must be dated and signed. The vote being cast is indicated in the “I am voting by mail” section of the form.

Proxies must enclose a copy of their proof of identification and, where applicable, a power of representation from the legal entity they are representing.

To be taken into account, the e-mail must be received by Société Générale by the fourth day preceding the date of the Meeting.

In addition, to exercise their own voting rights, proxies must send their voting instructions by following the usual procedures.

Shareholders who have already voted remotely, given their proxy to the Chairman or given their proxy to a third party to represent them may choose another way of participating in the Meeting. The previous instructions that have been received are then revoked.

Requests to add draft resolutions to the agenda

Requests by shareholders to add items or draft resolutions to the agenda that meet the criteria stipulated in Article R.225-71 of the French Commercial Code must be received by certified mail with return receipt requested at the registered office located at the following address: REXEL – For the attention of the CEO – 13 Boulevard du Fort de Vaux – CS 60002 – 75838 Paris Cedex 17, no later than 25 calendar days before the Shareholders’ Meeting, i.e. by May 31, 2020, pursuant to Article R.225-73 of the Commercial Code. Requests must be accompanied by a certificate of registration. Review of the resolution is subject to the delivery, by the individuals making the request, of a new certificate providing evidence of the registration of the shares in the same accounts on the second business day before the Meeting at 00:00, Paris time.

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.

These items must be sent no later than the fourth business day preceding the date of the Shareholders’ Meeting, i.e. by June 19, 2020, it being specified that, as far as possible, Rexel agrees to receive and process written questions from shareholders that are sent after the deadline provided for by the regulatory provisions and before the Shareholders’ Meeting.

The responses to the written questions will be posted on the Company’s website.

Shareholders’ rights to information

All documents and information provided for in Article R.225-73-1 of the French Commercial Code can be consulted on the Company’s website beginning on the 21st day preceding the Meeting, i.e. June 4, 2020.

Broadcast of the Shareholders’ Meeting

The Shareholders’ Meeting, which will be held in camera, 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.

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