CORPORATE GOVERNANCE Gross compensation over the last 2 financial years summary table 2017 2016(1) COMPENSATION COMPENSATION ALLOCATED IN ALLOCATED IN RESPECT OF THE COMPENSATION RESPECT OF THE COMPENSATION PATRICK BERARD (IN €) FINANCIAL YEAR PAID FINANCIAL YEAR PAID Fixed compensation 650,000 650,000 325,000 325,000 Variable annual compensation 973,440(2) 300,788 300,788 N/A Attendance fees N/A N/A N/A N/A Benefits in kind 6,362 6,362 3,181 3,181 Total 1,629,802 957,150 628,969 328,181 (1)Patrick Berard was appointed as Chief Executive Officer as of July 1, 2016. (2) Payment subject to the prior approval of the Shareholders Meeting of May 24, 2018. For the financial year ended December 31, 2017, in Annual variable compensation accordance with the compensation policy in relation The annual variable target-based compensation 3 to compensation in cash determined for the term of was maintained at 120% of the annual fixed office, the fixed and annual variable compensation compensation. of Patrick Berard remained unchanged. The variable compensation for 2017 was based for Compensation structure 75% on financial criteria and for 25% on individual criteria. The financial targets determined for 2017 The main compensation of the Chief Executive were sales growth in volume (33%), adjusted EBITA Officer is made of a fixed compensation, an in volume (33%) and ATWC (33%). The targets to be annual variable compensation and a long-term achieved were those of the 2017 Budget. compensation. The financial targets could reach a maximum The al lotment of these fixed, annual target-based achievement of 150%, if the achieved financial compensation and performance shares is presented results exceeded 100% of the financial targets. The below. More than 75% of the compensation of the individual portion of the variable compensation was Chief Executive Officer is subject to performance capped at 100% of achievement. The maximum conditions (mainly financial). variable compensation represented 165% of the fixed compensation. Fixed The Board of Directors of February 13, 2018 carried compensation 23% out in the assessment of the performance of the Chief Executive Officer and determined a global performance of 124.8% of the target variable Performance compensation, i.e. a gross amount of €973,440 to shares (maximum be paid in consideration of the 2017 financial year. value at grant) 50% Annual target-based In accordance with the provisions of Article L.225- variable 100 of the French Commercial Code, the payment compensation of the 2017 variable compensation wil l be subject 27% to the approval of the ordinary and extraordinary shareholders’ meeting of May 24, 2018. Fixed compensation The annual gross fixed compensation of Patrick Berard has been maintained at €650,000. REXEL 2017 – REGISTRATION DOCUMENT 99