REXEL : REXEL : TERMS AND CONDITION FOR THE PAYMENT OF THE DIVIDEND IN SHARES OR IN CASH

REXEL : REXEL : TERMS AND CONDITION FOR THE PAYMENT OF THE DIVIDEND IN SHARES
                                  OR IN CASH

                     TERMS AND CONDITION FOR THE PAYMENT
                     OF THE DIVIDEND IN SHARES OR IN CASH

The Management Board of Rexel has decided to submit to Rexel's annual  meeting 
of shareholders; that will meet on May  22, 2013, to distribute a dividend  of 
€0.75 per share.

The Management Board of Rexel has also submitted 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 May  31, 2013 (inclusive)  to 
June  21,  2013   (inclusive)  upon   request  to   the  concerned   financial 
intermediaries. In the event of the  absence of exercise of the option  before 
June 21, 2013 (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 decided by the Annual Meeting.

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 whole 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,  2013. Consequently,  from 
their issuance, they will be entirely assimilated to ordinary shares composing
Rexel's share capital (FR0010451203-RXL).

The record date is May 30, 2013 and the ex-dividend date is May 31, 2013.  The 
payment in cash or the delivery of the new shares when the option is exercised
will be carried out from July 2, 2013.

                                  Disclaimer

This  press  release   constitutes  the  information   document  required   in 
application of articles 212-4 (§4) and  212-5 (§5) of the General  Regulations 
of the Autorité des marchés financiers and of article 13 of guideline  2005-11 
of December 13, 2005 as amended.

This press release  does not constitute  a tender offer  for securities.  This 
press release and  any other document  concerning the payment  of dividend  in 
shares shall not be published outside  France unless in accordance with  local 
laws and  regulations and  shall not  constitute an  offer for  securities  in 
countries where such offer would violate applicable laws and regulations.



The stock dividend election described herein is not available to  shareholders 
in Australia, Japan or  any country in which  such election would require  the 
registration with, or approval by, local securities  regulators.Shareholders 
are required to inform  themselves of any election  conditions that may  apply 
under their local  law.In deciding whether  to make an  election to  receive 
shares, shareholders should consider the  risks associated with an  investment 
in shares.For further information regarding  the Company, its business,  its 
strategy, its financial results  and the risks it  faces, please refer to  the 
section "Risk  Factors"  in  Rexel's  Annual Report  (which  is  available  on 
www.rexel.com).

Rexel, a  global leader  in  the distribution  of sustainable  and  innovative 
products and services for automation, technical supply and energy  management, 
addresses three main  markets -  industrial, commercial  and residential.  The 
Group supports customers around the globe, wherever they are, to create  value 
and run their business  better. With a  network of some  2,300 branches in  37 
countries, and  over 31,000  employees, Rexel's  sales were  €13.4 billion  in 
2012. Its major shareholders are an investor group led by Clayton, Dubilier  & 
Rice, Eurazeo and BAML Capital Partners.

Rexel is listed on the Eurolist market of Euronext Paris (compartment A,
ticker RXL, ISIN code FR0010451203). It is included in the following indices:
SBF 120, CAC Mid 100, CAC AllTrade, CAC AllShares, FTSE EuroMid, FTSE4Good,
STOXX600, STOXX Europe Sustainability and ASPI Eurozone.

For further information, please contact:

Financial Analysts / Investors Press
Marc Maillet                   Pénélope Linage
+33 1 42 85 76 12              +33 1 42 85 76 28
mmaillet@rexel.com             plinage@rexel.com
Florence Meilhac               Brunswick
+33 1 42 85 57 61              Thomas Kamm
fmeilhac@rexel.com             +33 1 53 96 83 92
                               tkamm@brunswickgroup.com

Terms and condition for the payment of the dividend

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Source: REXEL via Thomson Reuters ONE
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