Rexel : Press Release - Outcome of the vote on resolutions

REXEL

A French Société anonyme with registered capital: 1 517 066 325 euros

Registered Office: 13, boulevard du Fort de Vaux - 75017 PARIS

Paris Trade and Companies Register No. 479 973 513

COMBINED GENERAL MEETING OF SHAREHOLDERS HELD ON 20 APRIL 2023

OUTCOME OF THE VOTE ON RESOLUTIONS (Article R.225-106-1of the French Commercial Code)

Rexel informs its shareholders of the outcome of the vote on the resolutions submitted to the Combined General Meeting of Shareholders' held on Thursday 20, April 2023 at 10:30 a.m. at the Châteauform'City - George V, 28, avenue George V - 75008 PARIS.

Ordinary resolutions:

• Number of issued shares: 303,413,265
• Number of shares with voting rights: 302,843,570
• Number of shareholders present or duly represented: 2,636
• Number of shares present, duly represented or having voted by mail: 260,062,427
• Number of votes present, duly represented or having voted by mail: 260,062,427
• Quorum: 85.87%

Ordinary Resolutions

	Resolution	Type	Vote	Valid for majority			Votes not valid for	Presents & Represented	% of shares capital	Excluded voting rights	State of adoption
					majority
	Time	For	%	Against	%	Shares	Votes
			(Abstain+Invalid+Not voted)
1	Approval of the annual financial statements for	Ordinary	20/04/2023	258 832 694	>99,99%	848	<0,01%	1 228 885	260 062 427	260 062 427	85,71%	0	Carried
the financial year ended December 31, 2022	11:35:36
2	Approval of the consolidated financial	Ordinary	20/04/2023	258 832 664	>99,99%	878	<0,01%	1 228 885	260 062 427	260 062 427	85,71%	0	Carried
statements for the financial year ended
11:36:11
	December 31, 2022
	Allocation of results for the financial year ended
3	December 31, 2022, distribution of an amount of	Ordinary	20/04/2023	260 044 192	>99,99%	1 192	<0,01%	17 043	260 062 427	260 062 427	85,71%	0	Carried
€1.2 per share by deduction from the issue	11:36:47
	premium
4	Authorization of agreements referred to in	Ordinary	20/04/2023	259 436 629	>99,99%	2 694	<0,01%	623 104	260 062 427	260 062 427	85,71%	0	Carried
Articles L.225-38 et seq. of the French
11:37:33
	Commercial Code
	Approval of the compensation policy applying to
5	the Chairman of the Board of Directors for the	Ordinary	20/04/2023	259 612 366	99,84%	423 283	0,16%	26 778	260 062 427	260 062 427	85,71%	0	Carried
2023 financial year, pursuant to Article L.22-10-8	11:38:10
	of the French Commercial Code
	Approval of the compensation policy applying to
6	the Directors for the 2023 financial year,	Ordinary	20/04/2023	256 726 405	98,73%	3 308 539	1,27%	27 483	260 062 427	260 062 427	85,71%	0	Carried
pursuant to Article L.22-10-8 of the French	11:38:49
	Commercial Code
	Approval of the compensation policy applying to
7	the Chief Executive Officer for the 2023 financial	Ordinary	20/04/2023	237 554 183	91,59%	21 809 378	8,41%	698 866	260 062 427	260 062 427	85,71%	0	Carried
year, pursuant to Article L.22-10-8 of the French	11:39:27
	Commercial Code
8	Approval of the information referred to in Article	Ordinary	20/04/2023	252 448 229	97,08%	7 586 560	2,92%	27 638	260 062 427	260 062 427	85,71%	0	Carried
L.22-10-9, I of the French Commercial Code for
11:40:16
	the financial year ended December 31, 2022
	Approval of the fixed, variable and exceptional
9	components making up the total compensation	Ordinary	20/04/2023	259 630 725	99,84%	403 709	0,16%	27 993	260 062 427	260 062 427	85,71%	0	Carried
and the benefits of any kind paid or allocated in
11:41:03
	respect of the 2022 financial year to Ian
	Meakins, Chairman of the Board of Directors
	Approval of the fixed, variable and exceptional
10	components making up the total compensation	Ordinary	20/04/2023	244 286 128	94,19%	15 077 034	5,81%	699 265	260 062 427	260 062 427	85,71%	0	Carried
and the benefits of any kind paid or allocated in
11:41:48
	respect of the 2022 financial year to Guillaume
	Texier, Chief Executive Officer
11	Appointment of Marie-Christine Lombard as	Ordinary	20/04/2023	258 220 416	>99,99%	3 820	<0,01%	1 838 191	260 062 427	260 062 427	85,71%	0	Carried
Director	11:42:28
12	Appointment of Steven Borges as Director	Ordinary	20/04/2023	257 612 893	>99,99%	6 746	<0,01%	2 442 788	260 062 427	260 062 427	85,71%	0	Carried
11:43:07
13	Renewal of the term of office of Ian Meakins as	Ordinary	20/04/2023	250 397 048	96,97%	7 827 392	3,03%	1 837 987	260 062 427	260 062 427	85,71%	0	Carried
Director	11:43:43
	Authorization to be granted to the Board of		20/04/2023
14	Directors to carry out transactions on the	Ordinary	259 422 535	99,92%	198 381	0,08%	441 511	260 062 427	260 062 427	85,71%	0	Carried
11:44:19
	Company's shares

Extraordinary resolutions:

• Number of issued shares: 303,413,265
• Number of shares with voting rights: 302,843,570
• Number of shareholders present or duly represented: 2,636
• Number of shares present, duly represented or having voted by mail: 260,062,427
• Number of votes present, duly represented or having voted by mail: 260,062,427
• Quorum: 85.87%

	Resolution	Type	Vote		Valid for majority		Votes not valid for	Presents & Represented	% of shares capital	Excluded voting	State of adoption
					majority
	Time	For	%	Against	%	Shares	Votes	rights
			(Abstain+Invalid+Not voted)
15	Authorization to be granted to the Board of	Extraordinary	11:44:5720/04/2023	259 956 962	99,97%	87 463	0,03%	18 002	260 062 427	260 062 427	85,71%	0	Carried
Directors to carry out a share capital decrease
	by cancellation of shares
	Deleg of authority to be granted to the Board of
	Directors to decide upon the issuance of
	ordinary shares or securities that are equity
16	securities giving access to other equity securities	Extraordinary	20/04/2023	247 374 895	95,13%	12 663 369	4,87%	24 163	260 062 427	260 062 427	85,71%	0	Carried
	or giving right to the allocation of debt securities,		11:45:32
	or of securities giving access to equity securities
	to be issued, with upholding of the shareholders'
	PSR
	Deleg. of auth. to BoD to decide upon the
	issuance by PO-other than the offers of art.
	L.411-2,1° of the Fr Monetary and Comm.Code-
17	of ordinary shares or sec. that are equity sec.	Extraordinary	20/04/2023	251 437 132	96,69%	8 600 837	3,31%	24 458	260 062 427	260 062 427	85,71%	0	Carried
	giving access to other equity sec.or giving right		11:46:09
	to the allocation of debt sec.or of sec. giving
	access to equity sec. to be issued, with
	cancellation of shareholders'PSR
	Deleg. of auth. to BoD to decide upon the
	issuance by way of PO of Art L.411-2,1°of Fr.
	Monetary and Financial Code, of ordinary shares
18	or sec.that are equity sec. giving access to other	Extraordinary	20/04/2023	248 866 899	95,70%	11 170 927	4,30%	24 601	260 062 427	260 062 427	85,71%	0	Carried
	equity sec. or giving right to the allocation of debt		11:46:43
	sec., or of sec. giving access to equity sec. to be
	issued, with cancellation of the
	shareholders'PSR

	Delegation of authority to be granted to the
	Board of Directors in view of increasing the
19	amount of the issuances carried out	Extraordinary	20/04/2023	239 311 014	92,03%	20 726 441	7,97%	24 972	260 062 427	260 062 427	85,71%	0	Carried
withupholding or cancellation of the preferential
	subscription right of the shareholders, pursuant		11:47:19
	to the sixteenth, seventeenth and eighteenth
	resolutions
	Delegation of powers to be granted to the BoD to
	decide to issue ordinary shares or securities
	conferring access to the share capital of the
20	Company within the limit of 10% of the share	Extraordinary	20/04/2023	255 255 292	98,16%	4 780 868	1,84%	26 267	260 062 427	260 062 427	85,71%	0	Carried
	capital with cancellation of the preferential		11:47:55
	subscription right of the shareholders, in
	consideration for contributions in kind granted to
	the Company
	Auth. to be granted to BoD to increase the share
	cap.by issuance of ordinary shares or sec.that
	are equity sec. giving access to other equity sec.
21	of the Company or giving right to the allocation	Extraordinary	20/04/2023	244 525 514	94,03%	15 512 452	5,97%	24 461	260 062 427	260 062 427	85,71%	0	Carried
	of debt sec.,or of sec.giving access to equity		11:48:29
	sec. to be issued, with cancellation of the
	shareholders'PSR to the benefit of members of a
	savings plan
	Deleg. of auth to BoD to decide upon the
	issuance of ordi. shares or sec. that are equity
	sec.giving access to other equity sec.or giving
22	right to the alloc. of debt sec./sec.giving access	Extraordinary	20/04/2023	244 622 898	94,07%	15 414 818	5,93%	24 711	260 062 427	260 062 427	85,71%	0	Carried
	to equity sec. to be issued,with cancellation of		11:49:09
	the shareholders'PSR for the benefit of
	beneficiaries to allow the implem.of employee
	shareholding transactions
	Delegation of authority to be granted to the
23	Board of Directors to decide to increase the	Extraordinary	20/04/2023	258 971 631	99,59%	1 066 424	0,41%	24 372	260 062 427	260 062 427	85,71%	0	Carried
share capital by incorporation of premiums,
	reserves, profits or other items that may be		11:49:45
	capitalized
	Amendment of Article 16.2 of the by-laws of the		20/04/2023
24	Company relating to the age limit of the	Extraordinary	258 062 183	99,50%	1 303 696	0,50%	696 548	260 062 427	260 062 427	85,71%	0	Carried
	Chairman of the Board of Directors		11:50:22
25	Power to carry out legal formalities	Extraordinary	20/04/2023	260 037 273	>99,99%	1 301	<0,01%	23 853	260 062 427	260 062 427	85,71%	0	Carried
11:50:53