CORPORATE GOVERNANCE The insider trading pol icy of Rexel includes Allotment of performance shares an undertaking by corporate officers not to use The number of performance shares al located to hedging options to cover their risk in respect of the Patrick Berard by Rexel and by any Group company options, issues shares resulting from the exercise of during the financial year ended December 31, 2017, options and from performance shares. is detailed below: VALUE OF ALLOCATED TRANSFERABILITY BENEFICIARIES PLAN NAME NUMBER OF SHARES SHARES VESTING DATE DATE Patrick Berard Plan 3+2 100,000 1,275,000 May 23, 2020 May 24, 2022 The number of shares allotted and their value upon future vesting of the performance shares allocated al lotment are below the limits determined by the during the financial year ended December 31, 2017 Board of Directors. are detailed in paragraph 3.7.2.6 “Allotment of free The performance criteria determined and the shares” of this Registration document. method applied to determine their impact on the History of the last performance shares allocated, acquired or transferable during the financial year ended 3 December 31, 2017 for Patrick Berard MAY 22, 2014 MAY 22, 2014 GRANT DATE MAY 23, 2017 JUNE 23, 2016 JULY 28, 2015 (KEY MANAGERS) (TRANSITION) APRIL 30, 2013 Number of shares allotted 100,000 85,000 – – – – Adjusted number of shares 87,876 allotted(1) – – – – – Vesting date May 23, 2020 June 23, 2019 – – – – Performance rate unknown unknown – – – – Number of shares unknown unknown irrevocably vested – – – – Transferability Date May 24, 2022 June 24, 2021 – – – – Number of lost shares at December 31, 2017 – – – – – – (1)The number of performance shares still in the process of being vested has been adjusted for all of the beneficiaries of such plans, by decision of Chief Executive Officer dated July 5, 2016, upon delegation from the Board of Directors’ meeting of June 23, 2016. This decision aims at preserving the rights of all the beneficiaries and follows the distribution to the shareholders of an amount of €0.40 per share, fully deducted from the issue premium. Supplemental defined-benefit retirement plan, The performance criteria determined by the Board within the meaning of Article L.137-11 of the of Directors of July 1, 2016 have been aligned with French Social securityCode(aticle39)“r ” those of the annualvariable compensation of Considering the carrier of Patrick Berard (born the Chief Executive Officer (financial portion and in 1953) and his length of service (Patrick Berard individual portion). The performance conditions joined the Rexel Group in 2003), the Board of will be considered as achieved if the payment level Directors of July 1, 2016 decided not to interrupt of the annual variable compensation reaches at the supplemental defined-benefit retirement plan least 60% of the target variable compensation for in which Patrick Berard has been maintained in his the relevant year (as described in paragraph 3.2.2 capacity as an employee prior to accepting the “Compensation pol icy appl icable to corporate duties of corporate officer (decision of the Board officers for the 2018 financial year submitted to the of Directors dated February 10, 2016 setting up the approval of the shareholders (article L.225-37-2 of medium-term collective savings scheme). the French Commercial Code)”of this Registration document). In order to comply with article L. 225-42-1 of the French Commercial Code, the Board of Directors Therefore, it is only in case of achievement of these decided that the contingent rights that may be annual performance conditions that: acquired by Patrick Berard in respect of his duties • the time of exercise in the capacity of Chief as Chief Executive Officer in connection with this Executive Officer by Patrick Berard will be taken scheme would be subject to the achievement of into consideration for the calculation of his annual performance condition. seniority; and REXEL 2017 – REGISTRATION DOCUMENT 101