Extraordinary Shareholders’ Meeting

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EXTRAORDINARY SHAREHOLDERS’ MEETING

 

 

 

Rexel is convening an Extraordinary Shareholders’ Meeting, on first notice, on July 27, 2015 at 5 pm, in the meeting rooms of the hotel Novotel, 34, avenue de la Porte d’Asnières, 75017 Paris.

 

This Shareholders’ Meeting has been convened in order to submit to shareholders two new resolutions aiming at authorizing the Board of Directors to carry out, firstly, allotments of performance shares to the benefit of the Group’s employees and corporate officers and, secondly, allotments of free shares in the framework of employee shareholding plans.

 

During the Ordinary and Extraordinary Shareholder’s Meeting held on May 27, 2015, all resolutions submitted to shareholders were approved with the exception of resolution 26 which aimed at authorizing the Board of Directors to proceed with these allotments. This resolution was approved by 65.24% of the shareholders present or represented, whereas, being an extraordinary resolution, it requires approval by two-thirds of the shareholders present or represented.

 

Rexel intends to submit two new resolutions to the approval of its shareholders. Rexel believes that performance share plans constitute a well-established instrument to motivate and retain teams in the context of a strategic transformation of the Group and of a highly competitive environment (resolution 1) and that allotments of free shares are also necessary in the framework of employee shareholding plans (resolution 2). The resolution presented on May 27, 2015 has been split into two resolutions to allow further clarity. The resolution has also been modified in order to be aligned with best market practices.

 

The main characteristics of these resolutions are as follows:

 

Allotments of performance shares to the benefit of the Group’s employees and corporate officers (resolution n°1)

 

• The number of free shares allotted subject to performance condition to the benefit of the employees and the corporate officers will not exceed 1.4% of the share capital*. This authorization will be granted for a duration of 26 months.

 

• The shares will only be vested after a minimum vesting period of three years**.

 

• The shares will be subject to presence and performance conditions, as detailed in Annex 1. The performance conditions will be assessed over periods of at least three years.

 

• The number of shares allotted to the corporate officers will not exceed 10% of the global amount of performance shares allotted.

 

• The compensation policy applicable to the Group’s corporate officers provides that the annual value of the performance shares that will be allotted to the corporate officers will not exceed 100% of their target monetary compensation (fixed compensation and targeted annual variable compensation).

 

• Corporate officers will be submitted to a retention obligation in respect of at least 20% of the vested securities until they cease exercising their functions.

 

 

More detailed historical information regarding free share plans are included in Rexel’s 2014 document de référence (www.rexel.com). In addition, Annex 2 details the performance achieved in respect of the 2013 performance share plan (“Key Managers”).

 

 

 

Allotments of shares in the framework of employee shareholding plans (resolution n°2)

 

• The number of free shares allotted to the benefit of the employees and corporate officers of the Group who have subscribed to an employee shareholding plan*** will not exceed 0.1% of the share capital. This authorization will be granted for a duration of 26 months.

 

 

 

 

 

 

The shareholders’ meeting notice has been published in the Bulletin des annonces légales obligatoires of June 22, 2015, bulletin No. 74.

 

The meeting notice includes the agenda, the draft resolutions and a description of the main requirements to attend and vote during this meeting.

 

The draft resolutions submitted to shareholder approval are described in the report of the Board of Directors to the shareholders’ meeting. These resolutions may be consulted on Rexel’s website (www.rexel.com) under the Finance/Shareholders’ Meeting section.

 

The information and documents relating to this meeting have been and will be made available to the shareholders, in accordance with applicable laws and regulations. In particular, the information and documents referred to under article R.225-73-1 of the French commercial code have been and will be made available on Rexel’s website (www.rexel.com), under the Finance/Shareholders’ Meeting section.