Ladies and gentlemen, shareholders, welcome. My name is Agnès Touraine. I'm very happy to have you here as the head of Rexel's board of directors, and we're now having a mixed general meeting for shareholders with Guillaume Texier, General Manager, Laurent Delabarre, Financial Head of the Group, Isabelle Hoepfner-Léger, General Secretary and Secretary of the Board of Directors. I now declare the session to be open. First of all, we need to set up the bureau. As head of the board of directors, I'm heading the assembly. The two shareholders, in other words, the Rexel Actionnariat Classique France, represented by Madame Isabelle Pain, and the fund, Rexel Actionnariat Classique International, represented by Mr. Peter Aman, present and concerning parties, are appointed as scrutateurs. Isabelle Hoepfner-Léger will now play the role of secretary. The KPMG SA and PricewaterhouseCoopers, auditors of the company, are present.
The attendance sheet shows us that we reached a quorum of 1/5 of the shares for the ordinary part and a quarter of the shares for the extraordinary part. The shareholders here present, represented or having voted, are now owning 247,370,000 shares. In other words, 84.48% of all the shares representing voting rights declare this regularly constituted assembly to be set up, and all of the documents stipulated by the law are available at the bureau. Those documents are made available to shareholders at the headquarters and were registered online on Rexel's website within due time. To make our lives easier, we are now going to read out all the following reports. The management report of the board of directors on the company's business activities and the annual accounts, consolidated accounts for the year 2025, including the corporate governance report and the sustainability report.
The Board of Directors report on free shares attributed. Now, those are the free shares. The Board of Directors report, including detailed explanations on the draft resolutions. The auditors will be able to express themselves on their reports, and of course, we will be available to entertain any questions. Let me just remind you that the general meeting was convened so as to deliberate on the agenda, pages 50- 51 in the invitation brochure. Finally, the company got no written questions or no draft resolutions to be included on the agenda from the shareholders. I will now kick it over to Guillaume Texier, General Manager. Guillaume.
Thank you, ma'am. Hello, everybody. I would like to start off by getting back to the highlights, highlighting events. I'm going to talk about the highlights in the year 2025, and by talking about the objectives which we reached and outperformed.
First of all, our growth in 2025 at constant rates is +3.5% below the initial objective, which had been registered in October. The EBITDA, the adjusted EBITDA margin is 6.0%, which is quite in line with our objectives. It illustrates once again the resilience of our margins in a difficult environment. Finally, cash generation was quite robust, and our conversion rates of free cash flow before interest and tax, 76%, way above our 65% objective. Let's now distance ourselves from this and get back to the 2025 context. We could actually label the environment as somewhat sluggish, Europe, especially in the residential area, and North America, penalized by the tariff-related uncertainties, and the Pacific region is now in the black. The growth drivers were the data center markets, driven by AI, as well as the favorable price dynamic in the United States, as supported by tariffs.
In this uncertain environment, we outperformed and gained market shares on our main segments, garnering the very specific results stemming from efforts made in terms of commercial excellence, digital penetration, and acceleration of high added-value services. We also strengthened our presence in data centers and in infrastructures in the United States, capitalizing on our investments and our acquisition of Talley. Finally, we remained agile in terms of portfolio management, with four acquisitions and two divestments. From a geographical standpoint, the performance of the year was driven by our two main geographical pillars, North America and Europe, with issues different from one continent to the other. In North America, our priority was to conciliate growth and profitability. We were able to seize high-growth segment opportunities and still be able to manage tariff impacts and maintain strict control over our costs, as reflected by the stability of our headcount.
In Europe, the situation was different. In a sluggish environment with lower volumes and stable prices, we acted on cost by deploying adaptation plans, which led to the reduction of headcounts amount up to 4% reductions. This agility contributed to better margin resilience versus the last trough. I would like to get back to the active portfolio management, a key driver in our value creation strategy. 2025 was once again an active year with four acquisitions and two divestments. We strengthened our presence in the United States, thanks to the acquisition of Warshauer and Schwing. We also strengthened our positions in adjacent activities with Jacmar operations in Canada and Tecno Bi in Italy. These operations supplemented our situation stemming from the previous years. Since 2021, we acquired about EUR 2.8 billion in terms of turnover, or EUR 2 billion without divestments.
With our 21 acquisitions over the period, about 60% regarding our key businesses, electrical distributions, and 40% with adjacent activities, where we're able to identify a structural growth potential and high added value opportunities. We also were quite active in North America with 14 acquisitions, representing over 70% of acquired sales. Finally, this external growth strategy shows that it's a value-added strategy. The aggregate multiple is 7x post-synergy EBITDA, lower than the Rexel valuation multiple. Those actions reinforce the sturdiness of our portfolio and provide enough flexibility so that we can keep investing in growth. Last point which I'd like to make on those news, we today have a renewed Executive Committee in line with our organization and the group's strategic priorities.
The arrival of Odile Molle as head of strategy and transformation and Antoine Audureau's appointment as the head of procurement allows us to reinforce two drivers in our strategy, the transformation and performance of our value chain. The executive committee has now nine members. This governance is tightened with all the various functions allowing to carry out our strategy, accelerate our decision-making process, and reinforce collective priorities around operational excellence, digitalization, and value creation. The executive committee is fully engaged so as to steer the next Rexel development phase in a demanding environment and in a rapid evolution. I'd like to kick it over to Laurent Delabarre who's going to give you further details on our 2025 performance.
Thank you, Guillaume. Hello, everybody. I'd like to get back to the nice performance of Rexel in 2025 in the uncertain environment which was described in the first part.
Let's get started with the sales analysis. We generated EUR 19.4 billion 2025 revenue, 0.7% growth in published data. The organic performance was the main driver with sales growth at a constant day rate, +2.5%, including 1.2% with volume effects and 0.6% price effects. The external growth operations were also able to contribute to +1.8% and outperform the divestment impact. Those positive elements were partially impacted by external factors. The exchange impact had a negative impact of -2.2%, mainly related to a lower American US dollar and Canadian dollar versus the euro, and the calendar effect was slightly negative. Let's now have a look at the evolution of the group's profitability so as to better understand the factors allowing us to reach an adjusted current EBITDA of 6% in 2025 versus 5.9% published in 2024.
In a nutshell, our record productivity more than offset the negative impact of what we call the inflation deviation. In 2025, inflation of our costs was more important than the increased prices with a negative impact, labeled as an inflation delta, -19 basis points. Globally speaking, the impact of delta inflation and operational lever were more than offset by the positive contribution of our portfolio management operations and our action plans so that we could actually reach a 2.8% record productivity. Let's now talk about the other items pertaining to our P&L accounts. Other expenses and revenues, EUR 56 million. EUR 41 million of restructuring, mostly in Europe and most especially in the U.K. and in Germany. Furthermore, the financial expenses amounted to EUR 214 million, slightly above last year. The cost of debt, 4.4% last year.
Our tax rate is 30.2% because of the extraordinary tax in France, and hence a EUR 689 million recurrent revenue versus EUR 662 million in 2024. Finally, our dividend proposal for the year 2025. Rexel is now proposing the maintenance of dividend at EUR 1.2 per share for the fourth consecutive year. This represents a distribution rate of 32% of the net recurrent revenue. That's in the upper portion of our distribution policy. Hence, our confidence on our model's resilience and our great ability to generate cash. This distribution is subject to your approval and is part of the resolutions which are going to be voted on very soon. The payment should be carried out on the 13th of May, 2026. Let me kick it over to Guillaume for the presentation of the sales in the first quarter of 2026 and annual forecast.
Thank you, Laurent. I'd like to share with you the sales of the first quarter, which we published this morning, as well as the 2026 forecast. Now, globally speaking, the beginning of the year is quite steady with a progression of 3.4% at a constant days context. Our three geographies are in a positive progression, and we benefited in the first quarter from the higher price increases, higher than expected. It offset the volume weaknesses related to the bad weather conditions in North America and Europe and because of our selection strategy in some countries and so forth, the geography. The progression of the first quarter was mostly driven by North America, Asia-Pacific. Whereas Europe is now making gradual headway. We're now getting back to the improvement levers in those three geographical zones.
Europe is now in a positive area thanks to the contribution of higher sales prices and the good positions of residential segments in the industry. Furthermore, in the Middle East crisis, we also are observing a better situation so far as electrification solutions. The government in France was quite ambitious, with EUR 10 billion per annum for electrification solutions. In Belgium, we also observed a great growth in terms of solar solutions in the first quarter with the acceleration in the month of March. Now let's talk about North America. The dynamic is quite strong, mostly driven by data centers with our recent investments and our ability to store. Furthermore, our digital sales in the United States and Canada are also going up and represent about 30% of our businesses in the region, thanks to the adoption of new digital tools. Some of them are based on AI.
Finally, two-digit growth of our order log in this region provides us with greater visibility in the forthcoming months. In Asia-Pacific, we registered a greater growth thanks to battery and solar activities, and thanks to industrial automation solutions in China. Let me now also mention the last acquisition, which we finalized on Monday, Techno-Contact 360 in Canada. This acquisition will allow us to strengthen our offer in electrical distribution, industrial automation solutions in data centers, and services. Techno-Contact is specialized in project management where they get control over design processes down to long-term services. The company generated a turnover of CAD 85 million last year and has greater exposure to data centers. Techno-Contact will become the central component of a new industrial service platform which we're creating in Canada, in addition to companies like Jacmar and Apex, which we recently integrated.
I'd like to conclude this part by reminding you of our 2026 objectives, which we confirmed this morning. Just as a reminder, we're at 3%-5% constant currency growth and a current adjusted EBITDA margin of 6.2%, and a free cash flow conversion surpassing the 65% bar. Let me just talk about the strategic trajectory of Rexel and tell you how or to what extent this will make it possible to tackle the future with confidence. Now, as was already mentioned, and let me get started with this, we reached our objectives in 2025, and we hence consolidated our position on the professional distribution market for electrical equipment. Rexel is number two worldwide. Our performances display reality. Rexel is a more robust, agile company and better positioned for sustainable value creation. Now, this was not done overnight.
This is the fruit of work engaged by Rexel team, and has been so for quite a number of years. We progressively improved our model and adapted it to the transformation of our environments and markets and our client expectations. We reinforced our fundamentals. We focused on value creation, and more recently, we activated new growth drivers, and those evolutions reinforced our value proposition and our ability to carry out long-term improvements. Since 2021, we've also reinforced our performance profile. We improved our profitability quite significantly and reached levels that are going to be surpassing those of the past in a sustainable way. We also were able to maintain steady growth, including in more sluggish markets. This discipline is recognized in our markets that value our ability to create value. Now, what we also built up changed Rexel from top to bottom.
Our confidence is based on three major elements: structural market dynamics, ability to capture growth, and a clear strategy to accelerate potential. Let me get back to all three of these points. First of all, we are using or harnessing deep and sustainable market dynamics. Movements are going to be really accelerating. Electrification is an example. You got energy transition on the one hand, and the digitalization on the other hand. Those trends generate different figures, and electricity demand is going to be going up and surpassing global energy demand. This means one essential thing, we're now working on a market that expands in the long term. Europe, for example, we're now staying away or walking away from a sluggish era, and we're now witnessing better trends strengthened by tensions on energy prices. A point remains fundamental, the electrification potential in Europe is still very important.
A significant portion of energy usages could still be turned into electricity, and technologies are now mature and can guide this transition. We're now seeing the emergence of a market that grows upward in North America. We were talking about in the first portion of 2025, the dynamic is more positive and driven mostly by data centers and sustained by strong investment cycles, and figures are quite a significant demands. Electricity demand should actually be multiplied by two in the next years in data centers, and now industrial investments are also going to be reaching very high levels. For Rexel, this represents a major opportunity because those dynamics are harnessing segments in which we're quite well-positioned. Now, this driving environment is also an opportunity, but the difference actually can be seen in the way we execute things.
In the last three years, we showed our ability to transform those or turn those dynamics into actual growth for the benefit of Rexel. We made very clear choices by focusing on very strong areas. In North America, we positioned on industrial automation solutions through various acquisitions, connectivity, and data centers. In Europe, we're well-positioned in terms of usage, electrification, connectivity, and industrial automation solutions. In Asia Pacific, we're quite strong in terms of industrial automation solutions, usage electrification, and once again here in connectivity. This positioning stems from a very fine analysis of market dynamics in each one of our geographical regions and countries, and a stringent management of our resources. Now, let's use a very specific example in terms of data centers in the United States, with an accelerating demand.
We developed our models so as to acclimate ourselves to this model through the structuring of a dedicated organization, the strengthening of our logistics capacities, and the development of very specific expertises so as to better guide our clients. Those adaptations or those investments generated very nice and significant results with over 50% of growth in this segment in 2025, and an expected growth above 20% in 2026.
Our growth strategy, external growth strategy, also contributes directly to our capacity to capture growth. Talley is a very practical example of this, as I mentioned. This acquisition allowed us to strengthen our positioning on a very strongly growing segment, which is that of connectivity solutions, in particular 5G towers, and develop our exposition in North America. This integration was especially successful with significant contribution to the growth of our turnover in the U.S. in 2025 and beginning of 2026. With this momentum, we engaged, for Talley, the development of their operations in Canada, so as to capture new development opportunities. We rely also on the evolution of our product and service offering to capture growth. Our customers don't only look for products, but full solutions.
In this context, we strengthened our value proposition through the development of integrated offers, which, for instance, allow us to assist customers in the designing of their installations or help them optimize their performances. This evolution transforms deeply the relationship with our customers and represents a strong differentiating lever. We highlighted two essential elements, the structural market dynamics and our capacity to capture growth. To allow this dynamic to be long-term, we need a clear roadmap, which is shared by the whole group. This is the challenge of the strategic plan that we launched last year and that we are in the middle of. This is a plan that we called Axelerate 2028, which is within the continuity of the PowerUP 2025 plan previously, and opens a new creation cycle for Rexel.
The ambition is to accelerate the priorities which makes up the foundation of our strategy for the years to come. These priorities cover all of our model and structure our actions. Profitable growth is a fundamental element of our strategy. To reach it, we rely on internal and external levers. Concerning internal levers, data is one of the central pillars. We have today a volume and quality of data which allows us to significantly improve our sales performance. This goes by, in practical terms, an increased capacity to anticipate the needs of our customers and personalize our recommendations. Another key pillar, our own brands, which is both a differentiating factor and a vector for growth of margins. We continue the development with a targeted deployment in some geographies and segments which have high value.
The objective is simple, capitalizing on our strengths to generate new growth relays. An important lever of our development also concerns external growth. In the last few years, we structured an acquisition strategy which is well-disciplined, as I said, which makes Rexel a reference model in our industry, which relies on a complementary approach to consolidation on our core market of electric distribution, in particular in fragmented geographies expansion, in adjacent segments that have strong value, and differentiation so as to strengthen our expertise and our value proposition through services. We deploy our growth strategy in a selective fashion with demanding investment criteria. This discipline is essential and allows us to grow in a targeted way while preserving quality and coherence of our model. Operational efficiency now. This is a major element of our strategy and conditions our ability to maintain sustainable growth.
We have already conducted significant progress in this respect and are still identifying good potential. We pursue the modernization of our operations through different levers. First of all, logistics. With automation and digitalization of our network, with deployments that are underway in Belgium, Sweden and the USA. Next, artificial intelligence, which we tackle as an operational tool which meets specific needs for our customers. AI allows us to improve, in particular, access to information and making customer pathways more smooth. For our teams, it contributes to automating low value-added tasks and mobilizing more expertise in exchanges. Let's take a concrete example of the application of AI.
By facilitating the treatment of requests, preparation of quotations, or inputting of orders, we free up time for our 12,000 inside sales with productivity gains of between 10%-15% depending on activities, which allows them to focus on more value-added tasks which are closer to needs in a market that is strongly growing, as a reminder. In this very competitive market, which is quickly evolving, the ability to differentiate relies first and foremost on the quality of experience that we offer our customers. We engage deep-seated work to enrich this experience by developing services that are capable of meeting needs that are more and more specific and complex. Alongside which, we have strongly invested in our digital platforms, developing more performing solutions that are better integrated and better connected to the systems of our customers.
The combination of services and digital makes up a differentiating lever, which is key and strengthens the loyalty of our customers and positions us as a long-term partner. No strategy can be successful without the men and women that carry it forward. We have therefore placed our teams at the heart of this model with the ambition of strengthening our capacity of execution. Our priorities are clear. Developing our competencies, strengthening engagement, making security an absolute priority, and pursuing our efforts in terms of diversity. All of these initiatives allow us to build an organization that is more engaged, more competent, and fully aligned with our ambitions. Sustainability is a key element in our strategy as well. We act in practical terms to reduce our footprint and make our offer more sustainable, in particular through electrification of our fleet and the deployment of tools such as the Carbon Tracker.
We mobilize as well our ecosystem with our suppliers through the program Sustainability Shapers and our customers through events such as Rexel Expo in France, which brought together over 30,000 participants in October 2025. Finally, we carry forward these subjects in-house and externally, for instance, with the training of all of our group executives to sustainability and the participation via Codis to the working group on electrification in France. This structured approach allows us to accelerate the energy transition in practical terms while creating value. All of these elements allows us to tackle this new development phase with confidence. We aim an annual growth of sales between 5%-8% midterm in EBITDA margin, so adjust this above 7%, a conversion of mid-term free cash flow above 65%. These are ambitious objectives, well controlled, and translates our ability to transform dynamic, favorable market dynamics into a sustainable performance.
Thank you for your attention. I'm now going to give the floor to Agnès Touraine, who's going to tell you about governance at Rexel and remuneration of its executives.
Thank you very much, Guillaume. As the chairperson, I'm very happy to present the board of directors and its activities. Your board is at the level of best practices of the market and the AFEP-MEDEF Code and is made up of 11 members, seven independent members, 44% women, four directors who are of other nationalities, and two directors representing employees. Administrators here are in the first row, and so the directors, and I'd like to take this opportunity to thank them for their contribution to our work and their value added. I can tell you that this is a very engaged, contributive board where debates are always constructive and very diverse.
As you see with this table that draws up the skills so that are the most structuring per board, so the different directors have the skills and competencies and experience that are central to value creation at Rexel. From finance to digital, going by different sectors for services, energy, and distribution. Diversity of skills allows for rich debates and contributions to the board with the right skills. Again, the directors are engaged, so assiduous and contributive. As you see here on this table where you see that the board got together 11 x in 2025, which bears witness to the commitment of its members to assist the strategic orientations of its group with an average presence rate of 96%, just like every year. One of our meetings took place abroad during the visit of several days on site.
We went to Vienna to meet with Austrian, German, Swiss, and Slovenian teams. This year, we will be going to Vancouver to meet with North American teams. These meetings allowed for covering of all important topics for Rexel in particular, strategy of the group, of course, accounts and results, operations for M&A, risk and conformity, AI, digital and cybersecurity, governance, and finally, CSR and sustainability, of course. Each session of the board was preceded by a preparatory exchange the day before to allow directors to share their prior analyses and prepare the work of the board efficiently. The evaluation of the board, led by Barbara Dalibard for 2025, confirms once again the very good functioning of the board and continuity of progress made in the last few years.
It highlights the continuous engagement of directors, the quality of their preparation, and the quality of the dialogue within the board, just like with the whole executive team. As a reminder, next year in 2026, the evaluation of the board of directors will be rendered by an external provider. Now concerning the conclusions of the board of directors. These committees are independent and give recommendations to the directors before decision-making. The presence rate of members of the committees was 100%, and I'd like to thank especially the chairs and members of the committee for their essential and remarkable work. In 2025, the committees in particular announced the following subjects. The Committee for Nominations, Governance and CSR, so led by Barbara Dalibard, worked on the succession plans of the board of directors and was informed of the succession plans for the four main executives of the group, the top 150.
The committee also looked into the strategy in terms of CSR and was informed of the state of advancement of the work concerning the CSRD. The Committee for Remuneration, as led by Brigitte, focused especially on several structuring priorities, in particular the preparation of new free shares allocation, market practices in terms of remuneration in the framework of the renewing of the mandate of the Director General, Guillaume Texier. The committee worked on the updating of the remuneration to make sure it's consistent with the strategy of the group. Finally, the work on the Audit Committee and Risk Committee had to do with internal audits, following action plans, and validation of the risk mapping and internal audit. We also examined deeply the cyber risk and in the context of growing digitalization and structuring of a dedicated governance.
The committee has also examined the financial, so annual and semiannual financial statements of the group, and also sales and performance quarterly and work and results linked to the implementation of CSRD. I'd like now to come back to the examination by the board of directors of renewed mandates, taking into account that the provisions of Article 14, Paragraph 2 of the statutes of the company, which provides for the staggered renewal of the board of directors by a quarter each year. The board suggests that we ratify the temporary nomination of a new director. I'd like you to ratify the co-optation of Robert Schuchna and renewing by anticipation his mandate for a duration of four years as a capacity of non-independent director. Robert Schuchna is associated with Cevian Capital Partners Limited and was co-opted by the board of directors on the 14th of October 2025.
Replacement of Marcus Alexanderson, previously representing Cevian Capital Partners, who, for your reminder, holds about 22% of the capital. His expertise bears on advice on investment and particularly in European-listed companies, as indicated on page 26 of your brochure, and is also the member of the supervising board of Bilfinger SE in Germany. I'm going to let you listen to Robert, who's going to tell you about his experience and track record.
Good morning and hello. Maybe a few words on myself.
Please.
My name is Robert Schuchna. I'm a Swiss German citizen based in Zurich. My background is in banking, finance, and investments. I've studied at the University of Zurich, banking and finance, then joined Cevian. For the last 15 years, I've been a partner at this firm. Been responsible for investments of, for instance, ABB, which is one of the suppliers of Rexel, as well as I'm nominated to join the board of AkzoNobel, which is a Dutch paints and coatings company. My experience from industrial service comes from Bilfinger, a German industrial service company. I'm really looking forward to work together with the board on advancing the company of Rexel further. Thank you very much.
Thank you. Thank you, Robert. We also suggest that we renew the mandate of Director Barbara Dalibard, who was nominated for the first time on December 21, for a length of four years. Barbara, could you stand up? Everybody knows you, of course, but just for everybody to see that you're there. The board of directors considered that her independence and expertise, in particular in the fields of digital and CSR, and her very concrete work and the governance of the company is an essential asset for the governance and strategy of the group in the next few years. We also suggest the renewal for four additional years of the director François Auque, who was nominated for the first time in May 2019. François, you have a fan club here.
The quality of your implication in your functions as an independent director, vice president, and president of the Committee for Audits and Risks, his deep knowledge of the company and its governing bodies, his international expertise and financial expertise, make François Auque an essential asset for Rexel as well and for our work at the board of directors. To conclude, I'd really like to say again the quality of the governance of your group, carried forward by a board of directors that's both constructive and on the lookout, assisting a very performing and engaged management team, as bears witness the results recorded in 2025. Taking this opportunity to thank all the members of the board for these results that were obtained up until now. Let's move on now to a topic that you're all expecting, a reviewing of remuneration of executives. It's always a little bit lengthy.
We're going to try to be as short as possible. One of the essential missions of the Board of Directors on recommendation of the Remuneration Committee is, of course, to determine the remuneration policy applicable to corporate officers at Rexel. The Board sets the remuneration policy applicable to the presidency of the Board of Directors, Director General, for the following fiscal year in the framework of the ex-ante remuneration policy. In other words, to come. Determination of remuneration paid or attributed to the previous fiscal year to the President of the Board of Directors and General Director, including a reaching of performance indicators in the ex-post remuneration. I'm now going to give you the main elements of this remuneration policy. It is detailed in the Universal Registration Document, and remunerations that stem from there are subjected to your ex-post and ex-ante approval.
You are going to be asked to approve them later. Resolutions 5- 10 are concerned, in addition to which Rexel renews its plan for free shares attribution, and so you are going to be asked to approve Resolution 19. I think it's first important to recall that the remuneration policy, as you approved last year, is not going to be modified for the whole duration of the mandates underway. In other words, four years. It is based on the strong principles that the board of directors holds dear to heart, in other words, attracting, motivating, retaining high-quality managers who are recognized and experienced for your group to be as high-performing as possible, aligning to the recommendations of the AFEP-MEDEF Code and best practices on the market.
As I said, ensuring stability of remuneration during the mandates and, of course, aligning with the ambitions of the Rexel group carried forward by the Axelerate 2028 strategy. Being focused on performances, short and long-term, and integrating criteria that are economic, social, and environmental at the service of the group, and especially engaged on topics of CSR. Now, concerning the presidency of the board of directors, in other words, myself, remuneration 2025, the Say on Pay ex-post is not changed for an amount of EUR 400,000. This remuneration remains unchanged for 2026. The Say on Pay ex-ante, Resolution 8, is also of the same amount. Now, concerning the policy of remuneration of the board of directors, it is also unchanged since the 22nd of May 2014. This is Resolution number nine.
As a reminder, this remuneration is made up of a fixed part and variable part linked to attendance to sessions of the board and committee. The overall annual envelope is not changed since 2014 and consumed the amount of EUR 874,800, which represents about 70% and less, actually, of this envelope. Let's continue with Guillaume Texier, Director General, and his remuneration for 2025. It is the Say on Pay ex-post. Resolution 7. All these pieces of information are again detailed in the universal registration document and the convocation brochure that you received. For memory, the remuneration of Guillaume Texier is not changed, again, for the whole duration of the mandate. In other words, four years from the 29th of April 2025 to the 19th of April 2029. For memory, the year 2025 was divided into two distinct periods.
The first period, from the 1st of January to the 28th of April 2025, and made up of a fixed remuneration of EUR 800,000 and a targeted variable remuneration representing 120% of fixed annual remuneration. Second period, from 29th of April to 31st of December 2025, including a fixed annual remuneration of EUR 830,000 and variable targeted remuneration representing 130% of annual fixed remuneration. Taking these two periods into account for 2025, we have a fixed annual remuneration of EUR 820,227 to Guillaume Texier. With your approval, of course, Guillaume Texier will have variable annual remuneration of EUR 1,112,281. 97,940 performance shares were attributed, estimated at EUR 1,859,881. Taking into consideration IFRS 2 of adjusted value of EUR 18.99 at the date of attribution. Different perks and pension funds stay stable. Now let us look at the financial and individual objectives and whether they were reached.
Now, concerning the modality of determining of variable remuneration of Guillaume Texier for 2025, the detail of performance indicators for each one of these objectives is presented in the universal registration document. Again, to summarize, the 2025 results, as you saw previously, reflect a very sturdy year that generated value in a political and economic context internationally that was very complex. The financial criteria represent 70% of variable remuneration and were reached at 116.1%. Individual criteria representing 30% of variable remuneration annually were reached at 85.6%. As a consequence, the board of directors determines the overall attaining of variable remuneration criteria at 107% of the target. In other words, an amount for the director general of EUR 1,112,281. This amount is completely deserved, considering the excellent work of Guillaume Texier and his teams, and remains subjected to your approval, of course, for 2025.
Now, let's move on to the remuneration policy of Guillaume Texier for 2026. In other words, the Say on Pay ex-ante, in other words, Resolution 10. Again, as I've said several times, unchanged compared to what you already approved in 2025. It is made up of the following elements. To repeat, a fixed remuneration of EUR 830,000, unchanged again. Variable, so targeted remuneration annually fixed at 130% of fixed remuneration, with the performance conditions that are demanding and broken down between financial and individual objectives, respectively 70% and 30%. Individual objectives, as each year, were set according to strategic priorities and operational strategies of Rexel. In other words, profitability, transformation, growth and strategy, talents and sustainable development, each representing 25%. Pension funds and perks is unchanged. Variable long-term remuneration 2026, 2029, to recognize long-term performance as described in the following slide.
Severance or departure compensation unchanged, and you are therefore asked to approve the Resolutions 5-10 for ex-post and ex-ante remuneration of corporate officers of the Rexel Group, considering that all details are in the Universal Registration Document. Finally, just like every two years, we suggest you approve the Resolution number 19 concerning free shares that were, in the end, a very efficient tool to recruit the best talents, retain them, and motivate them, of course. Free shares have been attributed to 1,000-1,500 key employees in Rexel. Two distinct plans, a performance plan for senior managers and a presence plan for intermediate levels. This last plan can only represent up to 20% of the envelope and cannot bear on more than 900 shares per beneficiary. An acquisition period of shares over three years without conservation for all beneficiaries.
Now, let's move on to the performance criteria of the plan. The criteria have been decided upon by the board of directors according to the strategy and long-term objectives of the company. The performance criteria and their weight are the annual average of growth rates of EBITA for 40%, the average ratio of the free cash flow before interest and taxes on EBITDAaL for 20%, relative performance of the Rexel share compared to SBF index 120, so 20%. A component of an ESG index made up of four criteria in terms of the corporate social responsibility, representing 20%. The performance levels linked to financial and extra-financial criteria are appreciated after the period of three years, as well as the level of performance relating to the Rexel share.
The details of objectives and performance levels are detailed in paragraphs 3.1 to 3.5, titled "Recap table of remuneration policy for fiscal years 2026", ex-ante, in the Universal Registration Document 2025. I will therefore suggest that you approve this resolution. Thank you for your attention, and I'm now going to give the floor to the statutory auditors who are going to present their report. [Foreign language]
Thank you, Ms. Chairwoman. Ladies and gentlemen, the shareholders, hello. I'd like to talk on behalf of the auditors, commissioners, KPMG, and PwC, which I represent. I'd like to talk about our mission in 2025, and would like to make a presentation of our reports, which we established for your benefit and for the purpose of the ordinary and extraordinary general meeting. Let us recap the terms of our reports as we usually do. The objective of our mission, let me just remind you, is to provide you with the reasonable assurance that the consolidated accounts and annual accounts of your company, taken as a whole, do not contain any significant anomalies, and that the accounting methods are appropriate, and that the assessments of significant risks made by management are reasonable, and that the texts and enforced laws are complied with.
We would like to remind you that the consolidated accounts were prepared on the basis of the IFRS accounting standards, and the annual accounts were done on the basis of the French accounting rules. Our approach was adapted to the organization and the activities of the group, and we'd like to place a great premium on current and extraordinary activities such as acquisitions, divestments, restructurings, and financial operations were taken into account. Our conclusions were presented in a report sent to the audit committee and the risk committee, as well as the board of directors on the 10th, 11th of February 2026, respectively. Now, we'd like to inform you of the audit key points, which were identified on the basis of various factors. First of all, the relative weight in the accounts, the complexity of their evaluations, the importance of judgments carried out by management.
Insofar as the consolidated accounts, this is the evaluation of the recoverable values of goodwill and supplier discount evaluations. So far as annual accounts, this is the evaluation of participation shares or interest sharing procedures. We also carried out specific verifications of applicable law. We verified that the Board of Directors' management report and checked the annual accounts and consolidated accounts presentations on the basis of ESEF. In conclusion of our work, we certify the annual accounts without any reservations on the basis of the first and second resolutions. As information, we'd like to make an observation on the accounting method change related to the first application of the ANC 2022-06 rule. Related to the presentation of accounts, we'd like to certify the consolidated accounts without any reservations in relation to the second resolution.
So far as our report on our regulated conventions, we observed that none were authorized throughout the year. Let's now go on to sustainability. In 2025, your company included in its management report information regarding sustainability for the second year. Pursuant to the provisions of the directive, our report was made on a limited assurance regarding the compliance of the elements of three natures here. The compliance of the process, the double materiality process, as well as the compliance of information regarding ESRS sustainability. Number three, the compliance to taxonomy-related regulations, so far as the work we did, we did not identify any mistakes, omissions, or inconsistencies of great importance. Finally, to conclude on a very special report on the resolutions subject to your extraordinary general meeting. I'd like to make it simple here. Those resolutions proposed in this extraordinary part are between 16 and 20 resolutions.
We got four reports to review in this slide and the next slide. Those reports are related to the reduction of capital through the cancellation of bought shares, the issuance of ordinary shares, and the issuance of free shares. The described modalities in the report of the board of directors related to the mentioned operations do not require any remarks or observations on our part. Unless later examinations are made in the contrary direction. We'd then actually produce an additional report which will include or would include the examination of the issuance price determination conditions.
Ladies and gentlemen, I'd like to thank you for your attention. Thank you very much. I would like to kick it over to those who would like to be vocal, and for that purpose, all you got to do is raise your hand, and a hostess will actually give you a microphone. Yes. Yes, sir. Hello.
Good morning, ma'am. Of course, as always, you made forecasts, which makes a lot of sense for next year. But given the fact that things are now happening today in the world, how were you able to make those very specific forecasts? I'm talking about the situation, for example, so far as future supply and the increased oil prices.
Guillaume Texier will answer the question, and I would like to then talk about the work done by the board.
Yes, of course, now those forecasts represent a range. You got some uncertainty in those forecasts, including the fact that the international context is subject to changes. We maintain those forecasts. As you may have observed, we're now releasing the results of the first quarter, and we maintain those forecasts as we defined them.
When having a look at the recent evolution of the international crisis and what is happening in the Middle East, what kind of impacts can we talk about insofar as Rexel? There are different types of impacts. Our product prices might increase our products, when manufacturing the products, and the products we sell. Well, for example, our suppliers include energy, power, PVC, aluminum, and the prices are impacted by international geopolitical tensions. This is probably going to give way to the further price increases, which would then actually have a positive impact on our revenues, but we would like to have to transfer those price increases onto our customers. That's the first point. Another point which also represents an impact, this Middle Eastern crisis, a negative impact in our costs. For example, the operational costs, 10% of those costs are related to power.
In other words, the transportation costs, the fuel component, or the heating part of our buildings and the heating-related prices. Of course, we'll have to do two things. We'll have to work to really try to cut out expenses insofar as energy sources and to some extent also transfer some of those price increases or cost increases onto our customers because transportation will be affected. The third effect, which we can actually identify in this international crisis, a more sluggish economic or macroeconomic situation, if economic uncertainty remains and inflation is important, for example, people might actually be slow in the decision-making process, and this could have an impact on our market with a negative impact.
On the other hand, something which we can already identify in Europe, for example, people are more attentive to the electrification process because one of the ways for non-oil-producing countries to defend themselves against price increases is to transfer usages and focus on electrification, for example. Nuclear electricity or renewable electricity could be used. Local productions are less variable and less impacted by geopolitical situations, and we can see the premises here. For example, the electrification plan presented by the French government goes in that direction. We also witnessed in Belgium, for example, in March, a very strong interest based on photovoltaic panels, and same thing happened in Australia for the same reasons.
There are positive and negative impacts, and at the end of the day, it doesn't really make that many changes, because we don't really know how they're going to be offsetting one another, but they're really going to head into different directions. That's how we actually define our forecast and update those forecasts throughout the year. As far as the Middle Eastern crisis is concerned, it's difficult to say whether this is a positive or a negative factor because all those different effects are going into different directions. I hope my answer was as clear as possible, just to answer your question.
Thank you, Guillaume. Your question? Yes, go ahead. Thank you very much. Your question actually is an exact reflection of the work carried out by the board. Of course, the directors are asking those questions, and there is a three-year plan.
This is the Axelerate 2028, and every year in the budget and each time the board convenes, we're really scratching our heads over the various challenges and impacts. That's the reason why this work is highly constructive and a permanent dialogue with Guillaume Texier and management. Thank you. Any other questions? No? Well, listen, in that case. Oh, I'm sorry. Sir or ma'am, I'm sorry. I cannot see you very well. Sir.
Yes, I had a question with regards to American tariffs, and the Supreme Court condemned these tariffs imposed by President Trump. Are you able or would you like to wish for a reimbursement from the American government?
The answer is very simple. We did not pay those tariffs directly. We were affected by tariffs because our suppliers, in some cases, had to pay those tariffs for components included in the production of their products. On our side, we did not pay any tariffs, and most of the products we sell in North America are produced in the United States or Canada, generally speaking, and so this is irrelevant as far as we're concerned. It could be relevant among our suppliers or our suppliers' suppliers. On our side, we're not going to scratch our head over this issue.
Thank you. Do you have any further questions? I see no further questions. I'm going to now hand it over to Madame Hoepfner-Léger so that we can carry out the vote and other resolutions.
Thanks for your attention. Hello, everybody.
My name is Isabelle Hoepfner-Léger, Group General Secretary and Secretary of the Board of Directors, Rexel’s Board of Directors, and we’re now going to vote for the resolutions. Let me just tell you that the final quorum is 84.9%. That’s 247,387.48 shares represented here or voting by proxy. You can see the various modalities as to carry out the vote of those resolutions. I hope that they are clear and we’re now going to vote for resolution number one. First resolution, regarding the approval of the social accounts with a benefit of EUR 367,697,972.45. The vote is open. The vote is closed, and the resolution is adopted. Resolution number two, regarding the approval of consolidated accounts generating a profit of EUR 591.4 million. The vote is open. The vote is closed, and the resolution is adopted.
Let's carry on with resolutions and resolution number three with the allocation of revenues generated in 2025 and the distribution of a dividend of EUR 1.20 per share. The vote is open. The vote is closed. The resolution is adopted. Resolution number four, regarding the approval of regulated agreements pursuant to Article L225-38 of the French Commercial Code. The vote is open. The vote is closed, and the resolution is adopted. Resolution number five. Now, this is the approval of the information mentioned in the 3.2.2 of the 2025 universal registration document, compensation of corporate officers for the year 2025 ex post. The vote is open. The vote is closed. Resolution number six, the approval of fixed, variable and extraordinary components related to total compensation and all the various advantages paid out in 2025 to Agnès Touraine, head of the board of directors, ex post. The vote is open.
The vote is closed, and the resolution is adopted. Resolution number seven, the approval of fixed variable and extraordinary items pertaining to total compensation and the various advantages paid out or attributed in the fiscal year 2025 to Guillaume Texier, general manager. This is the ex post vote. The vote is open. The vote is closed. The resolution is adopted. Resolution number 8. This is the compensation policy applicable to the head of the board of directors for fiscal year 2026. This is the ex ante vote. The vote is open.
The vote is closed. The resolution is adopted. Ninth resolution relating to the remuneration policy for the fiscal year ex-ante. The vote is open. The vote is closed. The resolution is adopted. 10th resolution relating to the remuneration applicable to the director general for the fiscal year ex-ante also. Voting is open. Vote closed. The resolution is adopted. Moving on to the 11th resolution relating to the ratification of co-opting. Voting closed. The resolution is adopted. In the same line of thought, moving on to the 12th resolution relating to the renewal of the mandate as a director of Robert Schuchna for the next four years. Voting is open. Voting is closed. The resolution is adopted. 13th resolution relating to renewal of the director's mandate of Barbara Dalibard for a duration of four years. Voting is open. Voting is closed. The resolution is adopted.
14th resolution relating to the renewal of the director’s mandate of François Auque for a duration of four years. Voting is open. Voting is closed. The resolution is adopted. 15th resolution, the objective of which is to grant the authorization given to the board of directors to operate on the shares of the company. Voting is open. Voting is closed. The resolution is adopted. 16th resolution, the objective of which is to allow the board of directors to reduce equity with the canceling of shares. Opening of the vote. The voting is closed. The resolution is adopted. 17th resolution, allowing the board of directors to issue with canceling of the preferential right to subscribe to the benefit to members with a savings plan. Voting is open. Voting is closed. The resolution is adopted.
18th resolution, allowing the Board of Directors to conduct issuing with a canceling of preferential subscription right reserved to certain categories of beneficiaries to allow the conducting of employee shareholder operations. Voting is open. Voting closed. Resolution adopted. Moving on to the 19th resolution, allowing the Board of Directors to attribute free shares to members of salaried employees and to corporate officers of the company and its subsidiaries. Voting is open. Voting is closed.
The resolution is adopted. 20th resolution, allowing the Board of Directors to attribute free shares to members of salaried employees and to corporate officers of the company and subsidiaries, which sign into an employee shareholder plan with Rexel Group. Voting is open. Voting is closed. The resolution adopted. We are now going to move on to the last resolution, 21st resolution, giving powers for legal formalities. Voting is open. Voting closed. The resolution is adopted. Thank you.
Thank you, Isabelle. Now, all the items on the agenda have been covered. Thank you for your votes and your attention, and so thanks to all shareholders. I'm now going to consider the session closed and wishing you a very good rest of your day.