Rexel Launches a €400 Million OCEANE Issue with Maturity in 2031

Features of the Convertible and Exchangeable Bonds

The bonds will have a unit nominal value of €100,000 and will carry a fixed annual interest rate between 1.25% and 1.75%, payable semi-annually on May 13 and November 13 of each year. They will be convertible into new shares and/or exchangeable for existing shares of Rexel, with an initial conversion or exchange premium ranging from 30% to 35% relative to the reference price of the stock on Euronext Paris. The bonds will be issued at 100% of their principal amount and settlement-delivery is scheduled for May 13, 2026.

Repayment Conditions and Holder Rights

Unless previously converted, exchanged, redeemed, or purchased and cancelled, the bonds will be repaid at par on May 13, 2031. The Company may proceed with an early redemption from June 3, 2029 under certain conditions, particularly if the arithmetic average of the product of the stock price and the conversion ratio exceeds 130% of the principal amount over 20 consecutive trading days. In the event of a change of control, all bondholders will have the option to request early repayment at the principal amount plus accrued interest. Holders will have the right to exercise the conversion or exchange of their bonds at any time from the 41st calendar day following the issue date until the 7th business day prior to the maturity date or the date of early repayment, as applicable. The bonds will be subject to an application for admission to trading on Euronext Access in Paris within 30 calendar days following the issue date.