Rexel S.A. ($RXL)

Ladies and gentlemen, shareholders, welcome. My name is Agnes Touraine. I'm very happy to have you here as the Head of Rexel's Board of Directors, and we're now having an external meeting of shareholders with Guillaume Texier, General Manager; Laurent Delabarre Laurent, Financial Head of the Group; Isabelle Hoepfner-Leger, General Secretary and Secretary of the Board of Directors. I now declare the session to be open. First of all, we to set up the bureau. As Head of the Board of Directors, I'm heading the assembly. The 2 shareholders, in other words, the Rexel represented by Madame Isabelle Pain and Rexel Actionnariat Classique International represented by Mr. Peter Aman present and concerning parties are appointed as Isabelle Hoepfner-Leger will now play the role of Secretary. The KPMG SA and PricewaterhouseCoopers auditors of the company are present. The attendance sheet shows that we reached a quorum of 1/5 of the shares for the ordinary part and the 1/4 of the shares for the extraordinary part. The shareholders here present, represented or have voted are now owning 247,370,000 shares. In other words, 84.48% of all the shares representing voting rights, I 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 we're registered online on Rexel's website. Within due time to make our lives easier, we're not going to read out all of the following reports of 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 sustainable report. 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 convinced so as to deliberate on the agenda Pages 50 to 51 in the invitation brochure. Finally, the company has got no written questions or no draft resolutions to be included in 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 -- and go back to the highlights, highlighting events. I'm talk about the highlights in the year '25, and by talking about the objectives which we reached and outperformed the first of all, our growth in 2025 is plus plus 2.5% below the initial objective, which had been registered in October, then the EBITDA -- the adjusted EBITDA margin is 6.0% which is quite in line with our objectives, illustrated once again the resilience of our margins in a difficult environment. Finally, cash generation was quite robust and our conversion rates of 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 a somewhat sluggish sluggish Europe, especially in the residential area and North America finalized by the tariff-related uncertainties in the Pacific region is now in the back. The growth drivers were the data center markets driven by AI as well as the favorable price dynamic in the United States is 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 on -- in terms of commercial excellence, digital penetration and acceleration of high added value services. We also strengthened our presence in data centers and high -- well, an infrastructure in the United States, capitalizing on our investments and our acquisition of all. Finally, we remained agile in terms of our portfolio management with the 4 acquisitions and 2 divestments. From a geographical standpoint, the performance of the year was driven by our 2 main geographical pillars, North America and Europe where 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 a tariff impact 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. And this agility contributed to better margin resilience versus the last trough. I would like to go back to the active portfolio management, a key driver in our value creation strategy. 2025 was once again, a with 4 acquisitions and 2 divestments. We strengthened our presence in the United States, thanks to the acquisition of our and We also strengthened our positions in adjacent activities with in Canada and in Italy. These operations supplemented are stemming from the previous year. Since 2021, we're acquired about EUR 2.8 billion in terms of turnover or EUR [ 2.0 ] 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, and post-synergy EBITDA lower than the multiple. Those actions reinforce the steadiness 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 here. I will as Head of Strategy and Transformation and Antoine also appointment as the Head of Procurement allows us to reinforce 2 drivers in our strategy, the transformation and performance of our value chain. The Executive Committee has now 9 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 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 would 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 a EUR 19.4 billion 2025 revenue 0.7% growth in published data at the organic performance was the main driver with sales growth at a constant day rate plus 2.5%, including 1.3% with volume effects and 0.6% price effects. The external growth operations, we're also able to contribute it to plus 1.8% earned, outperformed the divestment impact. So those positive elements were partially impacted by external factors. The exchange impact had a negative impact of minus 2.2% mainly related to lower American U.S. dollar and Canadian dollar versus the Europe and the calendar effect was slightly negative. Let's now have a look at the evolution of the group's profitability just to better understand the factors allowing us to reach an adjusted 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 our cost was more important than the increased prices with a negative impact labeled as an inflation delta, minus 19 basis points. And globally speaking, the impact of delta inflation and operational lever were more than offset by the positive contribution of 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 [indiscernible] offset the cost of debt of [indiscernible] 4.4% Our tax rate is 30.2% because of the extraordinary tax in France. And this -- hence EUR 609 million of recurrent revenue versus EUR 662 million in 2024. Finally, our dividend proposal for the year 2025. Rexel is now proposing the maintenance of dividend 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 above 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 is part of the resolutions which are going to be voted in very soon. The payment should be carried out on the 13th of May 2026. So let me kick it over to Guillaume for the presentation of the sales in the first quarter 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, we -- the beginning of the year is quite steady with a progression of 3.4% at a constant day context. Our 3 geographies are in a positive portion we benefited in the first quarter. We benefited from the higher price increases, higher than expected. It also offset the volume weaknesses related to the bad weather conditions in North America and Europe and because of our selection strategy in some countries insofar the geography. The progression in 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 -- to the improvement levers in those 3 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 of France was quite ambitious with a 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, 2-digit growth of our order lock in this region provides us with greater visibility in the forthcoming months. In Asia Pacific, we are -- we registered a greater growth thanks to battery and solar activities and thanks to industrial automated solutions in China. Let me now also mention the last acquisition, which we finalized on Monday 360 in Canada. This acquisition will allow us to strengthen our offer in electrical distribution, industrial automated solutions and data centers and services is specialized in product management with a good control over design processes down to long-term services that the company generated a turnover of CAD 85 million last year and has great growth -- greater exposure to data centers. will become the central component of a new industrial service which we're creating in Canada in addition to companies like 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 3% to 5% constant day growth in current adjusted EBITDA margin of 36.2%. 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 was already mentioned, and let me get started with us, we reached our objectives in 2025 and we hence consolidate additional distribution market for electrical equipment. Rexel is #2 worldwide where performance is display reality. Rexel is 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 [indiscernible] markets and our client expectations on value creation and more recently reactivated new growth drivers [indiscernible] and those evolutions reinforced our value proposal and our ability [indiscernible] our ability to create value. Now we also built up changed Rexel from top to bottom. Our confidence is based on 3 major elements. Structural market dynamics, ability to capture growth and a clear strategy is just to accelerate potential. Let we go back to all 3 points 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 an energy transition on the 1 hand and the digitalization on the other hand, and those trends generate different figures and electricity demand is going to be going up and surpassing global energy demand. And this means one essential thing. We're now working on a sustainable -- 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 remains fundamental. The electrification potential in Europe is still very important, a significant portion of energy usage 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, and what 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 significant. Demand should actually be multiplied by 2 in the next years in data centers and announced industrial investments are also going to be reaching very high levels. And 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 3 years, we showed our ability to transform those or turn those dynamics into actual growth for the benefit of Rexel we made very clear sources by focusing on a very, very strong areas. In North America, we're positioned on industrial automated solutions, various acquisitions, connectivity and data centers. In Europe, we're well positioned in terms of user electrification, connectivity and industrial automated solutions. In Asia Pacific, we're quite strong in terms of industrial automated solutions, usage electrification and once again here in connectivity. And this positioning stems from a very analysis of market dynamics in each one of our geographical regions and countries and stringent management of our resources. Now let's use a very specific example in terms of our data centers in the United States with a accelerating demand. We developed our models so as to ourselves to this model through the restructuring of a dedicated organization, the strengthening of our logistics capacities and development of very specific expertise to better guard our clients and 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 of above 20% in 2026. Our growth strategy, so 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 of connectivity solutions, in particular, 5G towers and develop our in North America. This integration was especially successful with significant contribution to the growth of our turnover in the U.S. in '25 and beginning of '26. 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 offering to capture growth -- product and service offering. Our customers not 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 our performances. This evolution transforms deeply the relationship with our customers and represents a strong differentiating level. We highlighted 2 essential elements, the structural market dynamics and our capacity to capture growth. To allow this dynamic to be long term, we need a clear road map, which is shared by the whole group. And 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 Accelerate 2028, and which is within the continuity of the Power Up 2025 plan previously and opens a new creation cycle for Rexel. And 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 reference model in our industry, which relies on a complementary trip 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 efficacy 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 U.S.A. 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. And 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 request, preparation of quotations or in putting of orders, we free up time for our 12,000 inside sales with productivity gains of between 10% to 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, for your 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 '25. 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 through 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 of between 5% and 8% midterm in EBITDA -- so EBITA, excuse me, margin. So adjusted above 7%, a conversion -- so mi term free cash flow above 65%. So these are ambitious objectives, well controlled and translates our ability to transform dynamic -- favorable market by dynamics into sustainable performance. Thank you for your attention. I'm now going to give the floor to Agnes 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 so at the level of best practices of the market and the code makes up -- is made up of 11 members, 7 independent members, 44% women, 4 Directors who are of other nationalities and 2 Directors representing employees administrators so here are in the first row and so the Directors, and I'd like to take this opportunity to thank them and thank them for their contribution to our work and their value added. And I can tell you that this is a very engaged contributor for where debates are always constructive and very diverse. And 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, 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. And so again, the Directors are engaged so and contributed. And as you see here, on this table where you see that the Board got together 11 times in 2025, which bears witnessed 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 Switz 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, will allow Directors to share their prior analyses and prepare the work of the upward 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. For your reminder, next year in '26, the valuation of the Director -- the Board of Directors will be rendered by an external provider. Now concerning the conclusions of the Board of Directors, so these committees are also 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 especially the shares 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 succession of the Board of Directors and was informed of the succession plans for the 4 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 CSR team. The committee for remuneration is led by Brigitte, focused especially on several structuring priorities, in particular, the preparation of new, so free shares allocation and locations, so market practices in terms of remuneration in the framework of -- so 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 is not the strategy of the group. Finally, the work on the Audit Committee and the Risk Committee had to do with internal audits following action plans and validation of the risk mapping and internal audit. And we also so examined deeply the cyber risk in the context of growing digitalization and structuring of a dedicated governance. The committee has also examined the financial, so annual and semestrial financial statements of the group and also sales and performances quarterly and work and results linked to the implementation of CRD. I'd like now to come back to the examination by the Board of Directors of renewed mandate taking into account the -- so provisions of Article 14 Paragraph 2 of the company, which provides for the renewal. So staggered renewal of Board of Directors by order each year. The Board suggests that we ratified the temporary nomination of a new Director. And so I'd like you to ratify the of Robert Schuchna and renewing by anticipation his mandate for a duration of 4 years as a quality of nonindependent. Robert Schuchna is associated at Capital Partners Limited and was co-opted by the Board of Directors on the 14th of October 2025, replacement of Marcus Alexanderson previously, representing Capital Partners, who, for your reminder, holds about 22% of the capital. His expertise bears on so advice on investment, in particular, so 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. And I'm going to let you listen to Robert, who's going to tell you about his experience and track record.

Good morning. Maybe a few words on myself. So my name is Robert Schuchna. I'm Swiss German citizen based in Zurich. My background is in banking and finance and investments. I've stated use Zurich back in finance, then joined the last 15 years. I've been a partner at this firm, been responsible for investments of, for instance, ABB which is 1 of the supplier of Rexel as well as I'm nominated to join the Board of AkzoNobel, which is the Dutch Paints and Coatings company. My experience from industrial service comes from building a German industrial service company. And 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. And so we also suggest that we renew the mandate of Director of Barbara Dalibard, who was nominated for the first time in December '21 for a length of 4 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 -- so 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 year. Let me also suggest the renewal for 3 additional years of -- so the Director of François Auque who is 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 risk has 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 '25 and 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, reviewing 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 Board -- the committee of remuneration 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, Directors, Director of General for the following fiscal year and the framework of the ex ante remuneration policy, in other words, determination of remuneration paid or attributed to the previous fiscal year to the President of Board of Directors, Directors and General Director, including reaching of performance indicators in the year, so ex post remuneration. I'm not 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 and post ante approval. And so you are going to be asked to approve them later. Resolution 5 to 10 are concerned in addition to which Rexel renews its plan for free shares attribution. And so you're 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, 4 years. It is based on the strong principles that the Board of Directors holds you to heart. In other words, attracting, motivating, retaining high-quality managers were recognized and experience for your group to be as high performing as possible, aligning to the recommendations of the 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 Accelerate 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 25, the say-on-pay ex post has not changed for an amount of EUR 400,000. This remuneration is -- 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's also nonchanged, since the 22nd of May 2014. This is resolution #9. For your reminder, this remuneration makes up -- is made up of a fixed part and variable part linked to attendance to sessions of the Board and committee the overall annual envelope has not changed since 2014 and consumed so the amount of EUR EUR 874,800, which represents about 70% of less actually of this envelope. Let's continue with the Guillaume Texier Director General and his remuneration for '25, it is the say-on-pay ex post. So 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, 4 years from the 29th of April '25 and April '29. For memory, the year '25 was divided into 2 distinct periods. The first period from the first of January to the 28th of April '25, and made up of a fixed remuneration of EUR 800,000 and targeted variable remuneration, representing 120% of fixed annual remuneration; second period from 29th of April to 31st of December '25, including fixed annual remuneration of EUR 830,000 and 5th variable targeted remuneration representing 130% of annual sales remuneration. Taking these 2 periods into account for '25, so we have a fixed annual remuneration of EUR 820,227 to Guillaume Texier, so with your approval, of course. And so the Guillaume Texier will have variable annual remuneration of EUR 1,112,281, 97,940 performance shares were attributed estimated at EUR 1,859,881. So taking into consider IFRS 2 of adjusted value of EUR 18.99 the date of attribution in the year, so different perks and pension funds stay stable. Now let's 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 '25. The detail of performance indicators for each one of these objectives is presented in the universal registration document. Again, to summarize, the '25 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 represents 70% of variable remuneration, and we reached 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 the Guillaume Texier for 2026. In other words, the say on pay ex-ante, in other words, Resolution 10. Again, and as I've said several times, not changed compared to what you already approved in '25. It is made up -- so of the following elements: repeat, fixed remuneration of EUR 830,000, unchanged again. Variable, 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% and individual objectives as each year were set according to strategic priorities and operational and strategic strategies of Rexel. In other words, profitability, transformation growth and strategy, talent and sustainable development, each representing 25%, so pension, so funds and perks is unchanged, variable long-term remuneration, '26-'29 to recognize long-term performance, as described in the following slide. So severance or departure compensation unchanged and you are, therefore, so asked to approve the resolutions 5 to 10 for ex-ante of corporate the Rexel Group, considering that all details are in the universal registration document. Finally, just like every 2 years, we suggest you approve Resolution #19 concerning free shares that were so in the end, a very efficient tool to recruit the best talent, retain them and motivate them, of course. Free shares have been attributed to 200,500 of key employees in Rexel 2 distinct plans, performance plan for senior managers and a presence plan for intermediate levels. This last plan is only represent so up to 20% of the envelope and cannot bear on more than 900 shares per beneficiary acquisition period of shares over 3 years without a conservation period, 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 and of EBITA from 40% at the average ratio of the free cash flow before interest and taxes on EBITDal for 20%, relative performance of the Rexel share compared to so SBF Index 120, so 20%, conducting of ESG index made up of 4 criteria, so 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 3 years. as well as the level of performance relating to the Rexel share. The details of objectives and performance levels are detailed in Paragraph 3 to 15 titled recap table of remuneration policy for fiscal year 2026, say on pay ex-ante in the universal registration document '25. I will, therefore, suggest that you this resolution. Thank you for your attention. And I'm now going to give the floor to the statutory officers who are going to present their report.

Thank you, Ms. Chairwoman. Ladies and gentlemen, shareholders, hello. I'd like to talk on behalf of the auditors commissions KPMG and PwC, which I represent. I'd like to talk about our mission in 2025, and I 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 earlier recap the terms of our reports as we usually do the objective of our mission. Let me just remind you, is to eat without the reasonable assurance that the consolidated accounts and annual accounts of the company taken as a whole, do not contain any significant anomalies and that the accounting methods are appropriate and that the assessment of risks, significant risks made by management are reasonable and that the taxes and enforce laws are complied with. We would like to remind you that the consolidated accounts were prepared on the basis of the accounting referential and the were done on the basis of the French accounting rules. Our approach is adapt for the organization and the activities of our group, and we'd like to place a great premium on current and extraordinary activities, such as acquisitions, divestments, restructurings and financial operations. We're taking into account conclusions are represented in a report sent to the Audit Committee and the Risk Committee as well as the Board of Directors on the 10th and 11th of February 2026, respectively. Now we'd like to inform you of the other 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 judgment carried out by management and so forth as a consolidated accounts. So this is the evaluation of the recoverable value of goodwill and supplier discount evaluations and so forth annual accounts. This is the evaluation of participation of shares or interest-sharing procedures. We also carried out a specific and we can verify the Board of Directors management report and checked out the annual accounts and consolidated accounts presentations on the basis of the In conclusion of our work, we guarantee -- well, we certify the annual accounts without any reserves on the basis of the first and second resolutions. As an 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 the account, we'd like to certify the consolidated accounts without any reservations in relation to the second resolution. And so far as our report on regulated conventions, we observed that none were authorized throughout the year. Let's now go on to sustainability. In 2025, the company publishes its or included in its managed report information regarding sustainability for the second year. The pursuant to the provisions of the directive, our report was made on a limited assurance regarding the compliance of the elements. So 3 nature here, the compliance of the process, so the double materiality process as well as the compliance of information regarding sustainability ESRS sustainability. Number three, the compliance to taxonomy related regulations and so forth. The work we did, we did not identify any mistakes, or inconsistencies of great importance. Finally, to conclude on a very special reports on the resolutions subject to your extraordinary general meeting [indiscernible] those resolutions. [Audio Gap] we do some additional report, which will include or would include the exam of the emission 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 hostess will actually give you a microphone.

Of course, as always, you made forecast, which makes a lot of sense for next year. But given the fact that things are now happening today in the world, how are you able to make those very specific forecast? I'm talking about the situation, for example.

So far as future supply and the increased oil prices Guillaume 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 all forecasts, including the fact that the international contract is subject to changes. And we maintain those forecasts, as you may have observed, we're now leaving the call and the results of the first quarter, and we maintain those forecasts as we define 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 and so forth is Rexel?

There are different types of impact. 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 geopolitical -- international geopolitical tensions. This is probably going to give way to further price increases, which would then actually be -- have a positive impact on our revenues, but we would like to have to transfer those price increases into our customers. That's the first point. Another point which also represents an impact this the Middle Eastern crisis is a negative impact in our costs. For example, the operational costs, 10% of those costs are related to power. In other words, our transportation costs, the fuel component the hold up or the heating part of our buildings and the heating related prices. And of course, we'll have to make -- or do 2 things. We'll have to work to really try to really expenses and so forth, energy sources and to some extent, also transfer some of those price increases or cost increases into our customers because transportation will be affected. The third effect, which we can actually identify in those 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. But on the other hand, something which you can always already identify in Europe. For example, people are more to the electrification process because one of the ways for not oil-producing countries is defend themselves against price increases is to transfer usages and focus on electrification, for example, nuclear electricity, renewable electricity could be used. Local productions and 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, but 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. So 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 and that's how we actually define our forecast and update those forecasts throughout the year. But 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 close as pass, just to answer your question.

Thank you, Guillaume, and your question. Yes, go ahead. And your question actually is an exact reflection of the work that we did by the Board, of course, the directors are asking those questions. And there is a 3-year plan. This is the accelerated plan in every year in the budget each time and the Board convinces, we're really scratching our heads over the various challenges and impacts. And that's the reason why this work is highly constructive and a parent dialogue with Guillaume Texier management. Thank you. Any other questions? No. Well, listen, in that case, I see no -- I'm sorry, I'm sorry, the sir -- so I'm sorry, I cannot see you very well.

Yes, I had a question with regards to American tariffs and the Supreme Court confirmed these tariffs opposed by President Trump. Are you able or would you like to wish for reimbursement from the American government?

The answer is very simple. We did not pay those tariffs directly where we're affected by tariffs because our suppliers in some cases, had to pay those tariffs for components included in the production of their products. But on our side, we do 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, but 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 take it over to Hoepfner-Leger that we can carry out the voting of the resolutions. Thanks for your attention.

Hello, everybody. My name is Isabelle Hoepfner-Leger, 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%, thus 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 we are clear, and we're now going to vote for resolution #1. First resolution. Regarding the approval of the social accounts with a benefit of EUR 367,697,972.45. The vote is open. [Voting]

The vote is closed. And the resolution is adopted. Resolution #2, regarding the approval of consolidated accounts generating a profit of EUR 591.4 million. The vote is open. [Voting]

And the resolution is adopted. Let's carry on with resolution #3, with the allocation of revenues generated in 2025 and the distribution of a dividend of EUR 1.20 per share. The vote is open. [Voting]

The resolution is adopted. Resolution #4, regarding the approval of regulated agreements pursuant to Article L.225-38 of the commercial code that. The vote is open. [Voting]

The vote is closed, and the resolution is adopted. Resolution #5. Now this is the approval of the information mentioned in the 3.2.2 of the 2025 universal registration document compensation of corporate offices for the year 2025 ex post. The vote is open. [Voting]

The vote is closed. Resolution #6. The approval of fixed variable and extraordinary components related to total compensation and all the various advantages paid out in 2025, Agnes Touraine, Head of the Board of Directors ex post. The vote is open. [Voting]

The vote is closed. And the resolution is adopted. Resolution #7. The approval of fixed variable and extraordinary items pertaining to total compensation and various advantages paid out or attributed in the fiscal year 2025 to Guillaume Texier, this is the ex post vote. The vote is open. [Voting]

The vote is closed. The resolution is adopted. Resolution #8. This is the compensation policy applicable to the head of the Board of Directors for fiscal year 2026. So this is the ex-ante vote. The vote is open. [Voting]

The vote is closed. The resolution is adopted. [Technical Difficulty] ex-ante. The vote is open. [Voting]

[Technical Difficulty] Tenth resolution relating to the [Technical Difficulty] Voting is open. [Voting]

Voting is closed. The resolution is adopted. Moving on to the 11th resolution relating to the ratification of co-opting of [Audio Gap]. [Voting]

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 4 years. Voting is open. [Voting]

Voting is closed. The resolution is adopted. 13th resolution, relating to renewal of the Director of mandate of Barbara Dalibard for a duration of 4 years. Voting is open. [Voting]

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 4 years. Voting is open. [Voting]

Voting is closed. The resolution is adopted. 15th resolution, the objective of which is the authorization given to the Board of Directors to operate on the shares of the company. Voting is open. [Voting]

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. [Voting]

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]

Voting is closed. The resolution is adopted. 18th resolution, allowing the Board of Directors to conduct issuing with the canceling of preferential subscription right reserved to certain categories of beneficiaries to allow the conducting of employee shareholder operations. Voting is open. [Voting]

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]

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]

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]

Voting closed. The resolution is adopted.

Thank you. Thank you, Isabelle. Now the agenda -- 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.