CORPORATE GOVERNANCE •the compensation received in respect of the within the meaning of Article L.137-11 of the French duties of Chief Executive Officer will be taken into Social security Code, made up of two successive consideration for the assessment of the average of regimes: the three years of highest compensation. a first regime set up unilateral ly, effective from • The Board of Directors of February 13, 2018 May 31, 2005 and amended for the last time with acknowledged the achievement of the performance effect from September 1, 2016 (regime 1). This criteria for the 2017 financial year (the level of the regime was frozen as at June 30, 2009; and variable compensation for 2017 having reached a a second regime set up unilaterally on March 30, performance of 124,8%). The activity period and • the compensation received in respect of the duties 2009, with effect from July 1, 2009 and amended of corporate officer over the considered period for the last time with effect from September 1, shal l therefore be taken into consideration for the 2016 (regime 2). calculation of the contingent rights (within the The contingent rights that the Chief Executive limits provided by the retirement scheme described Officer may acquire in respect of his activity as below). corporate officer, in connection with this scheme (consideration of the compensation for Regimes 1 Characteristics of the defined-benefit retirement and 2 and consideration of seniority only for scheme that the Chief Executive Officer benefits Regime 2), shal l only be granted if performance from criteria such as those described above are met. The Chief Executive Officer benefits from a supplementary defined-benefit retirement scheme, The main characteristics of these schemes are as follows: REGIME 1 REGIME 2 Effective date • May 31, 2005 • July 1, 2009 • Rights frozen as at June 30, 2009 Reference • Average of the three best calendar years of • Average of the three best calendar years of compensation gross compensation gross compensation • Gross compensation includes fixed • Gross compensation includes fixed compensation, exclusively contractual compensation, exclusively contractual annual bonuses and benefits in kind annual bonuses limited to 80% of the fixed (excluding exceptional bonuses, hardship compensation (excluding exceptional allowances and the like) bonuses, hardship allowances and the like as well as benefits in kind) • Global limit equal to 40 PASS Length of service • Minimum length of service of 4 years • Entry into the Rexel Group prior to January 1, 2010 (compliance with the minimum length of service requirement of 2 years provided for by the Afep/Medef Code) Rights acquisition • 2.5% per year of service • 1.00% per year of service for the tranche formula • For Patrick Berard, the potential accrued between 4 and 20 PASS frozen rights amount to 10.0% • 0.50% per year of service for the tranche between 20 and 40 PASS Applicable limits • Retirement pension under this plan and • Retirement pension limited to 20% of the other supplemental pension schemes of reference compensation under Regime 2 Rexel limited to 12.5% of the reference • Retirement pension under this plan and compensation other supplemental pension schemes of • For Patrick Berard, the potential accrued Rexel (including Regime 1) limited to 25% of rights are below the cap the reference compensation • Retirement pension under this plan and other supplemental pension schemes of Rexel (including Regime 1) and compulsory regimes, limited to 50% of the reference compensation Reversion pension • 60% of the supplemental pension calculated • 50% of the supplemental pension calculated on the basis of length of service and on the basis of length of service and reference compensation as at the date of reference compensation as at the date of death death REXEL 2017 – REGISTRATION DOCUMENT 102