Rexel S.A. (EPA:RXL)
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May 8, 2026, 5:38 PM CET
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AGM 2025

Apr 29, 2025

Agnès Touraine
Chairwoman of the Board of Directors, Rexel

Hello, everyone. My name is Agnès Touraine, I'm the Chair of the Rexel Board, and it's a pleasure to welcome you to the mixed general assembly of the company's shareholders. With me are Guillaume Texier, General Manager, Laurent Delabarre, Finance Director Manager, Isabelle Hoepfner-Léger, Secretary General and Secretary of the Board. The session is open. As Chair of the Board, I chair this assembly, and there are two shareholders, the fund Rexel Actionnariat Classic France, represented by Mrs. Isabelle Pain, and the fund Rexel Actionnariat Classic International, represented by Mr. Peter Ammann. Isabelle Hoepfner-Léger will hold the functions of the secretary. The offices KPMG and PricewaterhouseCoopers are the auditors of the company's accounts.

The attendance sheet enables to see that the shareholders present or represented and who have voted by mail hold 86.13% of the shares that have right to vote. As a consequence, I declare this assembly is regularly constituted and is able to deliberate. The documents have been made available to the shareholders at the assembly office, and they can be read by all shareholders, and they're online on the Rexel website. The documents are the report on the management by the Board and the report of the Board about the detailed actions about the resolution, and the word will be given to auditors who will present their reports. We will be at your disposal for any question you may have.

I remind you that the General Assembly of Shareholders was held or was decided on to deliberate on the points of the schedule on page 58 and 59. Now I will hand the floor to Guillaume Texier, General Manager.

Guillaume Texier
General Manager, Rexel

Thank you, miss Chair, Mrs. Chair. With Guillaume, Laurent Delabarre, I would like to detail the financial results, and I will start by 2024 . We reach the financial objectives as we saw when we published the sales of the third quarter. And as summary, growth in 2024 was minus -2.4%, but it improved in the second half. In this context, we reached a margin of 5.9%, and in spite of the difficulties of 2024 , we made it. Free cash flow is at 76%, much above the initial objective. This outcome illustrate truly the improvements made by Rexel and show the resilience of the group. I would like to remind you of the context, the market, that had impacted 2024 and that gave way to this outcome, especially in Europe.

The political climate is complex and the economic situation as well for power families. In this environment, we implemented an efficient strategy, thanks to the teams. We got some market shares, and in Rexel we usually were agile, and we were able to capitalize on all opportunities. We also carried out several projects that will contribute not only to 2024 but also to 2025. We were able to transform such a difficult year into an opportunity to accelerate the group's transformation. And in North America, we are now benefiting from our strategy of acquisitions. And now let's look at the EBITDA. We are more resilient concerning profitability in a negative evolution of prices.

Let's get back to 2016 to see how difficult this year was. EBITDA margin of 5.9% of 2024 is much higher than the one of 4.2% in 2016 that reflected the good effect of the group transformation. But the structural factors due to this improvement are still there. We still need to improve our digitalization and sharing best practices. That's why our new strategic plan, Axelerate 28, will succeed to complement, and complement PowerUP 2025. And here we see that the free cash flow was very high with regards to even 2024 . This performance is due to a rigorous management of stocks and a strict follow-up of loans with an index at 0.7% of the turnover concerning the operation investments. I leave the floor now to Laurent Delabarre, who will tell us about the financial results of 2024.

Laurent Delabarre
Finance Director Manager, Rexel

Thank you, Guillaume, and hello, everyone. Let me present the performance of Rexel in 2024. In such a difficult environment, as has been described in the introduction, the turnover of 2024 raised by 0.7%, constant out of a turnover of EUR 19.20 billion. The contribution of the acquisitions of Talley and ESI in the U.S. and Itesa in France, has compensated, has overcompensated the cession of New Zealand and the organic decrease of 2.4%. And the trend was improved in spite of a difficult year. The sales in North America were constant, thanks to the good project dynamics. And sales in Asia Pacific are back by 1.4%, 5%, with different trends depending on countries. The good performance in Australia have been neutralized by a more difficult environment in China.

Let's now look at the evolution of the group to understand what has contributed to reach a margin of 5.9% in 2024c after 3.6% in 2023. First of all, the lower activity has led to a greater competition, and this has decreased a gross margin of 43 points. The sales price impacted the sales base at 34 points, and with a negative... In this negative context, Rexel has carried out action plans necessary that have brought 47 basis points to lower the decrease of the EBITDA margin. Depending geographically, we see that Europe was more affected than the North American platform because organic sales have dropped more.

Concerning other aspects of our report, we have minus. We had to pay a fine of EUR 124 million, depreciation of goodwill of EUR 5 million in Germany and in the U.K. The financial costs were at EUR 258 million. Tax index is 46% and 26.2% in 2024. The net result is of EUR 662 million, compared to EUR 823 million in 2023. Now, the dividends of 2024. Rexel offers to keep the dividend at a level of EUR 1.20 per share for the third consecutive year, which represents profitability of around 5%.

This proposal represents a distribution index of 54% out of the net result, and this is part of a resolution that will be voted soon, and it will be paid May 16th. Now, the sales of the first quarter of 2025, as we presented this morning to the market. Rexel has had a good performance with sales of EUR 4.8 billion with an increase of 1.4%. This growth means that it's back to positive figures after five quarters, where there was a decrease. Now, digital sales represent a third of a turnover. Also, we continue our strategy of active management of our portfolio with an acquisition in the U.S. and the cession of our operations in Finland. Our strategy prioritizes acquisitions together with targeted cessions to have the necessary resources for the markets that offer the greatest value creation potential.

In the U.S., Schwing Electrical Supply makes $17 million and will reinforce our presence in the northeast of the country. Now let's know the distribution of our growth per country. In North America, our growth was of 3.8% thanks to projects and the improvement of the local activity. In the U.S., we grew thanks to data centers and manufacturers. In Canada, we had a good dynamic in distribution and Datacom, as well as thanks to the big and average installers, installators, sorry. Now, there's an impact on the sale price, but we see that prices of the providers in the U.S. have increased between 4% and 20%. In Europe, growth has stabilized at -0.7%, and it's improved with regards to the fourth quarter of 2024.

The three- end markets are decreasing, especially the industry. France is gaining market shares, but Germany and Benelux are still impacted by negative economic environment and a decrease of the solar energy. In Asia Pacific, sales were impacted by a cyclone in March, and China has improved prices concerning industrial automation sector. Now, financial objectives for 2024. The macroeconomic environment is still difficult. There's still inflation in the U.S., but we confirm our annual objectives, even though this new world tariff environment adds uncertainty. With new challenges and new opportunities, we trust the resilience and agility of the group.

For 2025, we aim at a growth of sales, more in the U.S. than in Europe, an EBITDA margin of around 6% and a free cash flow conversion of 65%, except for the fine of EUR 124 million that has been paid in mid-April to the competition authority in France. Now, I will hand the floor to Guillaume, who will present the group's strategy.

Guillaume Texier
General Manager, Rexel

Thank you, Laurent. I would now like to present the Rexel strategy. 2025 is a specific year for several reasons. First of all, because it is the year that our PowerUP plan will close, and also because this is the year of a new ambition, Axelerate 28. It is also a test year, just as 2024. The strategy of your company has enabled it to face the turmoil of these last twelve months, and I would like to develop this idea. The best way to start this discussion is to look again at last year's results, now concerning growth.

In a difficult market, as was 2024, organic growth was negative, but in spite of it, the group has still grown, and the midterm perspective shows that this growth has accelerated during the PowerUP 2025 period with regards to the past. Concerning profitability, and this is why we're so proud, as I said, we are around 6%, and therefore this allows us to get a profitability of 5.9%, which would have been an historic record in the 2010 . This performance is resilient thanks to four strategic pillars, as we will see. The first pillar is technology. We are convinced that a business as simple as ours may be transformed by technology and regarding services provided to clients or even concerning our internal operations.

Automation and digitalization of our logistic chain is essential if we want to keep promises with regards to our clients. We want to increase our service level by delivering faster, especially in strategic regions. Since the launch of PowerUP 2025, we've opened nine new centers of distribution among which three last year. Six of our main centers are fully automated, and we have doubled the use of robots in the last three years. Another pillar is to reposition digital and artificial intelligence at the core of a value proposition. I am glad to see that a third of our sales are digital, and it reaches 80% in countries like Switzerland. In such a traditional business, this is already a great performance, but we want to go even further.

This is why we are investing on having greater digital means to better interact with our clients. For instance, we have deployed a new mobile application in 2024 for 11 clients worldwide, and the results are promising. Digitally, we want digital to be at the service of our collaborators. Also, we have an interface based on the latest AI. That's why RexelGPT has recorded over one million interactions in a year. Also, thanks to the algorithms based on generative AI, we have improved the pace of answers by email. So, digitalization is increasing and everywhere. The second strategy is the PowerUP plan, and we want to intensify our efforts in the future to support our customers to meet their needs. Because they, these customers are facing challenges that enables us to intensify our relationship with them.

There are less technicians and electricians, therefore, we need to rationalize red tape, invoicing, and deliveries. In this field, as in many others, we have consolidated a portfolio of over fifty services, and seven of them were launched only last year. Some services are basic, like historic services, like delivery and pro service provision. Then there's services that are essential and that are included in a global package. And then there's advanced services that we provide for or that we subcontract, and this is essential for our clients. And thanks to this catalog of many services that we always enrich, we are essential to our customers because we are closely linked to their success.

Of course, such services are provided differently, depending on the country and the need of our customers, and we always duplicate the models of successful services in the DACH region, where there's Switzerland and Germany. We have developed PV Expert, which enables us to gain time, and it is and also the photovoltaic market, which is constantly growing. We enable the whole installation thanks to just one software, and in 20 minutes, over 28 thousand projects, photovoltaic projects have been designed thanks to this PV Expert, and I'm convinced that many more will come. This is an example on the screen of a type of this type of services provided, and they are adapted to each client.

Beyond differentiation, thanks to technology and services, we also wanted to focus on the sine qua non condition for a resilient and sustainable result. We sell electrifying solutions for a more sustainable future, which was the reason to be of Rexel. This underlines our responsibility with regards to designing a sustainable future. So we have become a privileged partner in a power renewal, and our ambition is to be a pioneer of sustainability in industry. And we, this is why we have all these certificates that you see on the screen. We are also proud for publishing in 2024, our first publication that complies with the CSRD. Last year, I showed our ambitious objectives to be carbon neutral. By 2030, we want to reach 60%, and 90% by 2050. The Science Based Targets Initiative certified it again in 2024.

We have many actions with regards to sustainability, and our teams are compliant with our objective, and the whole organization is mobilized to become more sustainable each day. We have many examples in regions in the U.S., in Switzerland, and also dedicated services in China or in France, so we leave no initiative aside on this topic. To conclude this part on our pillar, I would like to stress what is at the core of Rexel. I'm talking about our teams. Collaborators that are committed and innovative, as well as performant. Most of our employees are still proud of the image of our company, its integrity, and our client's orientation.

This is reflected by a greater increase of engagement by 83% this year, and we have also 30% female employees by 2024, with comparison to only 2% in 2022, and innovation. It's the engine for us. And in 2024, we launched the first challenge on innovation in the group, and we designed the Rise Awards, which were quite successful, and I'm happy to share this with you. We received over 170 projects, which shows our culture, which encourages curiosity and initiative. This is the DNA of our business, and we are well positioned to go a step more, to take advantage of new opportunities. Our market is growing. Our base market is of EUR 220 million, but there's EUR 340 million more of opportunities. And this follows two trends.

On the right hand, we see a trend with regards to power transition. In Europe, electrification is the most, and this trend is here to stay and sustain the needs of, low-carbon economy. And we deploy, heating systems as, heat pumps, and we electrify our vehicles to reach this ambition. And we are already well positioned to, take or to cover such potential. Another trend has to do with, the industry automation, modernization of infrastructures, and the growth of AI data, which, increases the demand for our activities. In North America, this electrification, has already started, and by 2028, the data centers will grow, exponentially. So our strategic acquisitions in such, fields, are have helped us grow, and we want to keep on capitalizing on such promising, trends to stay leaders in electrification.

This is a good transition to tell you about our acquisition strategy. For Rexel, it is not only a growth lever, but a way to create value. We since 2022, we have made 17 acquisitions, which added 4% per year to our turnover. These acquisitions align with our vision and values, focusing on 3 key points: consolidating our main markets, exploring other trends, and operating on shared values. Everything we do is to reinforce our position and our relationship with our customers. For instance, Talley, which is a main player of Datacom, which is a very sensitive market in the U.S. I'm talking about transition between 4G to 5G, and we integrated over three hundred more providers in this field, and this way, Talley has increased footprint in this field.

Therefore, we are happy with the outcome we've gotten now, but we can't just stay there. The environment in which we have operated in 2024 , and the instability that we mentioned at the beginning of the year, makes this context more and more complex. Our main market is suffering. You can see it on screen. Although we see a rebound in the U.S., the European market still suffered in 2024 , with only a couple of positive signs, especially in the Netherlands and in Belgium. Adding to this, political and regulatory uncertainty, we've seen it very, very recently with the situation in the U.S. in 2024 . For certain raw materials, the tariffs went up to 25%, such as aluminum and steel, and this, of course, will have consequences on the global economy.

This uncertainty is not reassuring, but it is a source of new opportunities for Rexel. We can make a difference, we can optimize our costs, our margins, accelerating our action plans. These are opportunities for us, and we need to seize them. For strong players, and Rexel is part of the list, these low points in cycles are often opportunities. And it is in this context that we are launching our new strategic plan at Axelerate 28. With PowerUP, we started this dynamic and made progress on a number of topics. We now need to accelerate and to affirm ourselves in this context, where focusing on the right priorities can make a whole lot of difference. These are the four pillars of our Axelerate 28 strategy: talent, excellence, growth, and services.

First of all, our employees are the main reason why customers come to us. In 2028, at the end of this plan, we want to be the most attractive company in the sector. We want a dynamic culture, strong commitment that favors the development of our talents. We want a performance culture which rewards excellence. Regarding operational excellence, we want to optimize all of our operations for our customers and for our company. We want to be swift, flexible, and efficient, integrating, as we were saying, more advanced technologies such as digital, automation, and AI. Each year, we improve our productivity to be more profitable and reinvesting in our company. The growth is our third priority. We want our customers to favor us compared to our competitors, which will allow us to gain more market shares.

We are also the most active company regarding acquisitions, which strengthens our position in adjacent markets. And finally, services and added value. We want to be recognized as a company that gives more than what you would expect, for them. Our expansion possibilities in this field are almost infinite. Via our services, we want to become important. We are reaching to the end, of this part on Rexel strategy. As you've understood, 2025 is a key year for us. We are entering a new development phase. Thanks to the PowerUP 2025 plan, we've done a lot these past years. We are proud of it. The company is in a strong position, and the base that we've built will accelerate our development.

And it is this trust that allowed us in June to review our ambitions medium term, whether it is for growth and profitability, 5%-8% growth on sales, 7% EBITDA in profitability, 50% digital sales. These numbers, a couple of years ago, would have seemed silly, and today we are. They're in our grasp. Ladies and gentlemen, as my mandate is coming to its end, I would like to tell you how proud I am of the Rexel teams, how much I trust what we've built together, and how optimistic I am at looking at our future. I would like to thank you, and I'm now going to hand it over to Agnès Touraine, who will be presenting the corporate governance of Rexel and the compensation of its managers. Thank you.

Agnès Touraine
Chairwoman of the Board of Directors, Rexel

Thank you very much, Guillaume. As the president of the Board of Directors, I am very happy to present the operations of your company. In line with best practices and the AFEP-MEDEF Code, the Board of Directors is made of 12 members. It's international, five foreign directors, equal representation of men and women, eight independent members, and two directors representing employees. They are all here with us in the room. On the first order, I'd like to take this opportunity to thank them very much for their contribution, their professionalism, and their very great work, and you'll see what we've done this year. We have a great diversity regarding gender, qualification, and experience. As you can see, we have a very varied set of skills, and they are all central to the value creation at Rexel.

From finance to digital to energy and others, this diversity in skills enriches our discussions and contributions at the Board. We have met 13x in 2024, once in the United States, with a strategic seminar. 13 meetings, five were exceptional. Directors were very available for each session. Your Board is very committed. The average presence rate is 97% for 2024. The topics were essentially to do with the results, the strategy, M&A operations, cybersecurity, as you know, is a very important topic for all companies today, AI, digital, sustainability reports, operational excellence, and governance. As you know, your Board has also expressed its view on an unsolicited offer in September from QXO regarding a possible acquisition, which was rejected.

The council has once again shown its great professionalism, cohesion, and availability, because it is a topic that we talked about for a couple of weeks and months. This great unity is shown in the annual evaluation that which is conducted by external cabinet. We've seen this great dynamic this year, a lot of great exchanges regarding best practices and governance. So a very satisfactory process. Regarding the three committees, they are presented by independent directors. They emit recommendations for the Board. So I'd like to thank the members that have shown 100% presence for all of these meetings. As you know, this work is essential for the preparation of to make decisions, to take decision.

I'd like to thank all of them for their work, which is essential to take informed decisions. I want to go back to the renewal. So these are the mandates that are up for renewal, including the Article 14 and Article 2 of the statutes. The Board is to be renewed by quarters every year. So first of all, we have Marcus Alexanderson for four years. Marcus is here with us. If you could please stand up. So he was nominated in 2017 for the first time. The Board thanks him for the richness of his contributions, the diversity of his skills, and his great knowledge of the company. There is also the for renewable for Guillaume Texier.

Guillaume Texier, you can stand up if you want, but I think we know you. Guillaume was nominated the first time in September 2021. The Board of Directors of February 12, 2025, has renewed for four years the mandate of our general manager after this general assembly. So congratulations, Guillaume. The Board would like to thank Guillaume and his team that have shown a remarkable development of our group, as we've seen as Guillaume has shown us. The Board also offers the renewal of my mandate. I was nominated the first time in 2017. If you approve these renewals and take into account the end of the mandate of Maria Richter, which is here with us for the last time after 11 years of work.

Maria is leaving in good terms, of course, and so once again, I would like to thank you all for your contribution and the great added value in our Board of Directors. Thank you very much. Thank you very much. The Board will therefore shift to 11 members, which we believe is the right size. As you know, I've always been in favor of smaller committees, and I think we're on the right way. So once again, I would like. I can assure you of the great quality of the work that's being done, and which is here to support this dynamic and great management. So we are now going to move to a more complex chapter, which is the compensation.

You know that one of the missions of our council is to put in place our compensation policy. So the Board, with the recommendations, put fixes the compensation policy for administration, general managers for the year to come, so the resolution to come. So now present the fruit of our work on this specific topic. So as a preamble, we need to. I think we need to remind the great principles of this compensation policy. Our compensation policy is here to attract, motivate, and retain quality managers for the company to be as perform, as performing as it can be, and to obtain our goals in line with our strategy. It is in the context of a strong, durable, trust.

A very important point as a reminder, our compensation policy is not. The goal is not for it to change during the mandate, which is what happened the last four years and will happen in the last in the four years to come. Once again, we are in line with the best governance practices. We present in a very detailed way in our a special document at page 122. It's quite long, but you can, this is where you can find the details. I will now start with the presence of the Board of Directors.

It has been decided, looking at the, market, rates, so for 2024, in an ex-post resolution number 9 , my, compensation is, up to EUR 400,000. For 2025, on Say on Pay ex-ante, the Board has decided to maintain my compensation fixed to EUR 400,000 unchanged. Regarding the members of the Board, no changes for 2025 and since 2014, which corresponds to resolution number 6, which was, proposed. The compensation, which is detailed in this slide, is comprised of a fixed and variable, share. There is also a general, running operations envelope, which is of, one, EUR 1.2 million , and EUR 900,000 was spent, so less than 70%.

So this slide is the Say on Pay ex-post for 2024. This gives you a view of the compensation that is given to Guillaume Texier. These elements are in line with the compensation policy that was approved on the 13th of April, 2024. So fixed compensation, EUR 800,000. The bonus sees a financial performance, which represents 70% of the variable compensation. They have been met at 18.6%, and non-financial performance criteria, representing the other 30%, these were obtained at a level of 81.5%.

Therefore, for 2024, the variable share is EUR 359,712, representing 37.5% of the targeted amount of EUR 960,000, and we'll see more details on that in the next slide. Regarding performance, Guillaume Texier has benefited of the attribution of 87,690 shares. Regarding performance, the acquisition period of these shares is three years. Regarding the other elements, the non-financial compensation was stable. In more details, you've seen the. On this slide, you see the details of this variable compensation.

So this year, as you can see, was a, the, these criteria actually show that the variable compensation is based on real and tangible, measurable, elements. So the digital and strategy was obtained at 82%, operational excellence, 100%, for ESG, 97%, talents, 83%, and so a total, level after ponderation at 81.50%. So the detail of these, performance indicators are in the, universal document 2024. The Board, believes that this, compensation is fair and deserved regarding the fantastic work and results of Guillaume Texier and his teams in the, international context that we know. Now, let's move on to, the, compensation 2025, so the pay ex-ante. This is in the context of the renewal of Guillaume Texier's mandate.

Two periods to distinguish. For the first one, from the 1st of January to 28th of April, same policy, so no changes here. Same to the previous years, and the period of the 29th of April to the 31st of December, where we offer a slight review, which will be constant for the four years to come. There was no increase in Guillaume Texier's compensation in the last four years. They are made of the following elements: a fixed compensation of EUR 830,000. We have... So the Board has reviewed market practices and benchmarks. We offer an increase to EUR 330,000, which we believe is measured and takes into account the absence of increase in the last four years.

A variable compensation up to 130% of the fixed amount, so EUR 1,079,000. So the criteria are, would be the same, except for the EBITDA, defined in percentages of sales and not volume, to align with criteria of the executive committee. Long-term variable compensation. The Board defines clear targets, taking into account provisions that have been communicated to the market. The performance criteria are the same as the previous years, as I just said. If I'm not mistaken, they cannot be higher than 100% of the fixed compensation, and the variation cannot be more than 10% of the total attribution. The expected level will be communicated very precisely. Experts are in the universal document, the TSR and the ESG goals will be communicated ex ante.

The financial goals of the performance and action plans are not, and for reasons to do with confidentiality, they will not be communicated in a detailed manner, ex-ante. All these documents, all this information rather, is detailed in the document of 2024 . The elements that you can see on this slide are unchanged for the duration of the mandate and are detailed. So apart from the changes under vote and the fee, there are no changes regarding other criteria. So that's it for the presentation on the compensation. I would like to approve the resolutions five and ten, if you will. Thank you very much for your attention. I will now hand it over to François Germain, who will be presenting the reports of the account commissioners. Thank you.

François Germain
Company Representative, Rexel

Thank you very much. Mrs. Chair, ladies and gentlemen, in the name of KPMG and PwC [audio distortion] commissioners, I will now present the reports that we have prepared for you for the ordinary and extraordinary general assemblies today. So as we do, I will sum up the main points. In line with the audit regulations, we would like to give you the reasonable assurance that the accounts, your accounts don't see any significant anomaly. The accounting methods are appropriate, the risk measurement is reasonable, and the laws and regulations are complied with. We would like to remind you that the consolidated accounts of the company have been prepared with the IFRS standards. The annual accounts were prepared with the French accounting principles. Our approach is adapted to the organization and the group's activities.

We also check that the current operations and exceptional operations, such as acquisitions, sales, restructurings, or financing operations. Regarding our conclusions, they were presented in a report to the audit and risk committee and the Board of Directors, the 12th and 14th of February 2025. In line with the code, the French Code de Commerce, we show in our report the key points of the audit. There are risks of the anomaly risk, the significant anomaly risk that we've identified, whether it is a relative weight in the accounts, the complexity of their evaluation, or the importance, or their importance. It is the evaluation of the recoverable value of the goodwills. For the annual accounts, it is the participation titles.

We also check the specific checks, the management report of the Board of Directors, the presentation of the annual and consolidated accounts in the format of the ESEF format. We have certified the annual accounts of the Rexel S.A. company and their consolidated accounts into the first and second resolution of your assembly. Regarding the special report on the regulated conventions, we have noted that no convention was authorized and concluded during the year. As it was said, for 2024 , the company has published for the first time sustainability information regarding sustainability regarding the transposition in France of the European directive, CSRD. We have emitted a report giving a limited assurance on the conformance of the three elements here on screen with the applicable rules, especially ESRS norms.

Based on the work that we have conducted, our conclusion is the following: No mistakes, omissions, or inconsistencies have been noted. We have put a couple of observations forward, but nothing major regarding this work. Regarding the resolutions linked to the extraordinary part of this general assembly, we have emitted four reports covering the resolutions 15 - 22, which are the following: the reduction of capital by share aquisition cancellation in the limit of 10% of the share capital for a period of 18 months, the emission of shares of different value, the emission of ordinary shares, and giving access to the capital of the company reserved to members of the company and ordinary shares for certain kinds of beneficiaries.

The modalities that are described in the adminisration of council, do not warrant further observations or remarks from our part, and there will also be a complementary report including the examination of the pricing. Thank you very much for your attention. It is now time to move on to the Q&A session. I will now give the floor to you. You can raise your hand if you have a question, and a microphone will be given to you. Are there any questions? Feel free to raise your hand. No questions? Well, in that case, thank you very much. I will now give the floor to Isabelle Hoepfner-Léger to move on to the vote of the resolutions. Isabelle?

Isabelle Hoepfner-Léger
Secretary General and Secretary of the Board, Rexel

Thank you very, very much. Good morning, everyone. I am Isabelle Hoepfner-Léger, Secretary General of the Board of Directors. We are now going to vote for the resolutions. I would like to first say the definitive quorum is 86.13%, which corresponds to 254 million shares that are represented or have voted by correspondence. You see on screen the modalities to vote for the resolutions. Now, the first resolution about the approval of social accounts with a benefit of EUR 455,747,601.23 . The vote is open. Vote is closed. The resolution is adopted. Second resolution about the approval of consolidated account with a benefit of EUR 341 million . The vote is open. Vote is closed. The resolution is adopted.

Third resolution about the assignment of the 2024 result and the distribution through dividends of EUR 1.20 per share. The vote is open. Vote is closed. The resolution is adopted. Now, fourth resolution about the approval of regulatory conventions from Article L 22, 25, 38 of the Code of Commerce. The vote is open. Vote is closed. The resolution is adopted. Fifth resolution-

... about the policy of remuneration to be applied to the Board, to the chair of the Board for the year 2025 . Vote is open. Vote is closed. The resolution is adopted. Sixth resolution about the policy of remuneration of Board members for 2025 . Vote is open. Vote is closed. The resolution is adopted. Now, seventh resolution about the policy of remuneration to be applied to the General Manager for the year 2025 . Vote is open. Vote is closed. The resolution is adopted. Eighth resolution about the approval of information mentioned in section 3.2.2 in the registry document, universal document of 2024, remuneration of social parties for 2024. The vote is closed, and resolution is adopted.

Ninth resolution about the approval of fixed, variable, and exceptional elements about the total remuneration in all nature, paid to or assigned to the year 2024 and paid to Agnès Touraine, Chair of the Board. Vote is open. Ballot is closed. The resolution is adopted. 10th resolution relative to the approval of fixed, variable, and exceptional elements concerning the total remuneration or in-nature advantages paid or assigned as regards to year 2024 to Guillaume Texier, General Manager. Vote is open. The vote is closed. The resolution is adopted. 11th resolution relative to the renewal of the mandate as a member of Marcus Alexanderson for a duration of four years. Vote is open. Vote is closed. The resolution is adopted.

12fth resolution about the renewal of the mandate as member of Guillaume Texier for a duration of four years. Vote is open. Vote is closed, and the resolution is adopted. 13th resolution concerning the renewal of the mandate as a Board member of Agnès Touraine for a duration of four years. Vote is open, and vote is closed. The resolution is adopted. 14th resolution, whose objective was to authorize the Board to operate on the shares of the company. Vote is open, and the ballot is closed. The resolution is adopted. 15th resolution, whose objective is to accept the, to let the Board reduce the social capital by annulling shares. The vote is open. The ballot is closed, and the resolution is adopted.

16th resolution to enable the Board to increase the capital and maintain the preferential subscription right. Vote is open. The vote is closed, and the resolution is adopted. 17th resolution that enables the Board to increase the capital and suppress the preferential right of subscription by way of a public offer. The vote is open. Ballot is closed. The resolution is adopted. 18th resolution that enables the Board to increase the capital and suppress the subscription preferential right by way of a private placement. Vote is open. Ballot is closed. The resolution is adopted. 19th resolution that enables the Board to increase the amount of initial issuances in case of excess demands for the resolutions 16th, 17th, and 18th. Vote is open. Vote is closed. The resolution is adopted.

20th resolution that allows the Board to proceed to emit and suppress the preferential right of subscription to remunerate by nature allowed by this company. Vote is open. Vote is closed. Sorry for the delay. The resolution is adopted. 21st resolution that allows the Board to proceed to an emission and suppress the preference subscription right in benefit of the shareholders with savings plan. Vote is open. Ballot is closed. The resolution is adopted. 22nd resolution that enables the Board to proceed to an emission and to a suppression of the subscription preferential right, reserved to some categories of beneficiaries to allow shareholding operations by the employees. Vote is open.

Vote is closed. Sorry for the delay in the interpretation, and resolution is adopted. 23rd resolution that allows the Board to decide an increase of the capital by incorporating, bonuses, reservations, benefits, or others whose capitalization would be admitted. The vote is open. The ballot is closed, and the resolution is adopted. 24th resolution, relative to the modification of Article 17 of the statutes of the company, to align it to the modifications introduced by the Attractivity Law on the deliberation modalities by the Board. Vote is open. The ballot is closed, and the resolution is adopted. And now we reach the last resolution, the 25th resolution, that gives, powers for legal formalities. The vote is open. The ballot is closed, and the resolution is adopted.

Agnès Touraine
Chairwoman of the Board of Directors, Rexel

Thank you, Isabelle. Now has come the time to close the session. The schedule is finished.

It has been all covered. Thank you for your attention, and I would like to thank shareholders for the votes. I close the session, and I would like to thank all collaborators that have contributed to organize this general assembly. I wish you all an excellent day.

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