REXEL : Terms and Conditions for the Payment of the Dividend in Shares or in Cash

The Board of Directors of Rexel has decided to submit to Rexel's annual meeting of shareholders, that will meet on May 27, 2015, to distribute a dividend of €0.75 per share.

The Board of Directors of Rexel has also decided to submit to Rexel's annual meeting of shareholders a resolution in order to offer to each shareholder the choice of opting for the payment of the dividend either in cash or in new shares of Rexel.

The shareholders can exercise their option from June 3, 2015 (inclusive) to June 23, 2015 (inclusive) upon request to the concerned financial intermediaries. In the event of the absence of exercise of the option before June 23, 2015 (inclusive), the dividend will be paid only in cash.

The choice will apply to the full dividend amount for which this choice is offered.

If the option is exercised, the price of the new shares issued for the payment of the dividend will represent 90% of the average opening stock prices over the twenty trading days preceding the date of the annual meeting, less the net amount of dividend and rounded up to the nearest euro cent.

If the dividend amount to which a shareholder is entitled is not equal to a whole number of shares, the shareholder will receive the next lower whole number of shares along with a cash payment for the difference, which corresponds to the difference between the amount of dividends for which the option is made and the subscription price of the next lower number of shares.

The new shares issued as payment for the dividend, in the event the option is exercised, will be the object of an application for admission to trading on the NYSE Euronext market in Paris. They will be subject to Rexel's article of association and will carry rights from January 1, 2015. Consequently, from their issuance, they will be entirely assimilated to ordinary shares composing Rexel's share capital (FR0010451203 - RXL).

The record date is June 2, 2015 and the ex-dividend date is June 3, 2015. The payment in cash or the delivery of the new shares when the option is exercised will be carried out from July 1, 2015.

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