Rexel — Capital/Financing Update 2009

Dec 21, 2009

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

REXEL EXTENDS ITS DEBT MATURITY

AND IMPROVES ITS FINANCIAL FLEXIBILITY

THROUGH THE FULL REFINANCING OF ITS SENIOR CREDIT FACILITY

Rexel, a global leader in the distribution of electrical supplies, completed on December 21st 2009 the refinancing of its existing €2.7 billion senior credit facility, of which €2.1 billion were drawn at this date.

This refinancing was implemented through the following transactions:

• (i) Issuance of €575 million senior unsecured notes (see company press release dated December 14th 2009, available at www.rexel.com), of which delivery and settlement took place today; and
• (ii) The implementation of a new senior credit agreement for a total amount of €1.7 billion, of which €1.1 billion were drawn on December 21th, 2009 ; conditions of this new senior credit agreement are further detailed in appendix.

The balance was paid using part of Rexel's available cash.

Michel FAVRE, Rexel's CFO and member of the Management Board, said :

"This refinancing allows Rexel to extend the average maturity of its debt under satisfactory financial conditions. The new financing structure allows the Group to improve its financial flexibility by diversifying its investor base and by optimizing cash management through the implementation of a new senior credit in the form of revolving lines.

The successful bond issuance combined with the renegotiation of our senior credit facility gives us greater leeway to accelerate our development.

APPENDIX – ADDITIONAL INFORMATION ON REFINANCING

A. New senior credit agreement

The new €1.7 billion senior credit agreement comprises two revolving credit facilities structured as follows:

• a three-year multi-currency revolving credit facility in an initial amount of €600 million, which will reduce to €400 million after one year and to €200 million after two years (Facility A); and
• a five-year multi-currency revolving credit facility in an amount of €1,100 million (Facility B).

The obligations of Rexel under the new senior credit facilities will be guaranteed by the same guarantors as for the notes.

The applicable margins in the new senior credit facilities are 50bps lower for Facility A and 25bps lower for Facility B than in the previous senior credit agreement. The margin level varies according to the same Indebtedness Ratio thresholds as in the previous senior credit agreement (IR = adjusted consolidated net debt to adjusted consolidated EBITDA of the last 12 months):

Indebtedness Ratio	IR ≥ 5.0x	4.5x ≤IR< 5.0x	4.0x ≤IR< 4.5x	3.5x ≤IR< 4.0x	3.0x ≤IR< 3.5x	2.5x ≤IR< 3.0x	IR< 2.5x
Facility A	4,25%	3,50%	3,00%	2,50%	2,00%	1,75%	1,50%
Facility B	4,50%	3,75%	3,25%	2,75%	2,25%	2,00%	1,75%

In addition, the margin applicable to both facilities shall be increased by an utilisation fee equal to:

• 25bps if the total amount drawn under both facilities is comprised between 33% and 66% of the total commitment,
• 50bps if the total amount drawn under both facilities equals or exceeds 66% of the total commitment.

The financial covenants related to the Indebtedness Ratio covenant, to the limitation of capital expenditure and to the limitation of dividend payment remain unchanged (see appendix 5 of the press release dated July 31st, 2009, available at www.rexel.com). The Indebtedness Ratio's covenant is as follows:

Date	31 dec. 2009	30 jun 2010	31 dec. 2010	30 jun 2011	31 dec. 2011	30 jun 2012	Thereafter
Covenant	5.15x	5.15x	4.90x	4.50x	4.00x	3.75x	3.5x

The new senior credit agreement contains customary clauses for this type of agreement. These include clauses restricting the ability of Rexel Group companies to pledge their assets, carry out mergers or restructuring programs, borrow or lend money or provide guarantees. In particular, the Rexel Group has no restriction on acquisitions if the Indebtedness Ratio does not exceed 3.5x and has an acquisition basket of up to €200 million for each 12-months period if the Indebtedness Ratio equals or exceed 3.5x.

The new senior credit agreement has been entered into with BNP Paribas, CALYON, CM-CIC, HSBC France, Natixis, as Mandated Lead Arrangers and Bookrunners, and ING, The Royal Bank of Scotland plc, Société Générale Corporate & Investment Banking and Bank of America Securities Limited, as Mandated Lead Arrangers. CALYON will act as well as Facility Agent.

Rothschild and Cleary Gottlieb Steen & Hamilton LLP acted as advisors to Rexel in this transaction.

B. Refinancing related fees

The fees related to the refinancing transaction are estimated to be at c. €35 million and will be amortized over the term of financings. A c. €16 million amount related to previously capitalized transaction fees will be written off in 2009 accounts.

Rexel, a global leader in the distribution of electrical supplies, serves three main end markets : industrial, commercial and residential. The Group operates in 34 countries, with a network of some 2,300 branches, and employs 30,000 people. Rexel's pro forma sales were €13.7 billion in 2008. Its majority shareholders are an investor group led by Clayton, Dubilier & Rice, Eurazeo and Merrill Lynch Global Private Equity.

Rexel is listed on the Eurolist market of Euronext Paris (compartment A, ticker RXL, ISIN code FR0010451203). It is integrated in the following indices: NEXT 150, SBF 120, and CAC Mid 100.

For more information, visit Rexel's web site at www.rexel.com

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

Brunswick Thomas Kamm +33 1 53 96 83 92 tkamm@brunswickgroup.com

This document is not an offer of securities in for sale nor the solicitation of an offer to purchase securities in France, in the United States or any other jurisdiction.

The securities described herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes of Rexel have not been and will not be registered under Securities Act and Rexel does not intend to make a public offer of its securities in the United States.

The offer and sale of the Notes in France has been carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations. There has been and will be no public offering in France.

DISCLAIMER

No communication and no information in respect of the offering by Rexel of notes (the "Notes") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. Rexel takes no responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4, 2003, as implemented in each member State of the European Economic Area (the "Prospectus Directive").

This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer in any jurisdiction.

The offer and sale of the Notes in France have been carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations. There has been and will be no public offering in France. With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a "relevant member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Notes requiring a publication of a prospectus in any relevant member State. As a result, the Notes may only be offered in relevant member States: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to place securities, (b) to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43 million; and (3) an annual net turnover of more than €50 million, as per its last annual or consolidated accounts, (c) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the prospectus directive.

This communication does not constitute an offer to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. The distribution of this press release is not made, and has not been approved, by an "authorised person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The Notes are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire Notes may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act ("Regulation S"), expect pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The Notes are being offered and sold only outside the United States to non-U.S. persons in "offshore transactions" as defined in and in accordance with Regulation S. Rexel does not intend to register any portion of the offering in the United States or to conduct an offering of securities in the United States.

In connection with the sale of the Notes, one or more parties named as the stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) will undertake stabilization action. Any stabilization action may begin on or after the

date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over allotment must be conducted by the relevant stabilizing manager(s) (or person(s) acting on behalf of any stabilizing manager(s)) in accordance with all applicable laws and rules.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.