One-tier board structure proposed

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Rexel to propose adopting a one-tier board structure at the next annual shareholders’meeting

At its meeting on February 12, 2014, Rexel’s Supervisory Board decided to propose moving to a new governance structure at the next Annual Shareholders’ Meeting to be held on May 22, 2014 in Paris.

Shareholders will be asked to vote on a resolution proposing that Rexel’s governance model changes from the current dual board structure with a Supervisory Board (“Conseil de Surveillance”) and Management Board (“Directoire”) to a one-tier board structure with a Board of Directors (“Conseil d’Administration”).

This proposal reflects the evolution of Rexel’s shareholding structure, from a private equity-controlled company to a genuinely public company. The one-tier board structure will align Rexel’s governance model with CAC 40 best practices and sector-specific benchmarks and aims at:

• Simplifying the decision making process,
• Accelerating the implementation of the Group’s strategy,
• Reinforcing the Board’s accountability,
• Creating greater proximity between Board members and Executive committee members.