CORPORATE GOVERNANCE REGIME 1 REGIME 2 Terms of entry Entry into this regime is subject to the following cumulative conditions: into the regime • Having an employee and/or corporate • Having an employee and/or corporate officer status; officer status; • Having a status and activity matching the • Having joined the Rexel Group prior to definition of article L.3111-2 of the French January 1, 2010; and labor code as well as a given level of • Having a status and activity matching the responsibility; definition of article L.3111-2 of the French labor code as well as a given level of responsibility. Joint criteria for The benefit of this regime is subject to the following cumulative conditions: benefiting of the • Participating to the old-age insurance of the French Social Security regime; regime – general rule • Being part of Rexel Développement (or Rexel in respect of Regime 2) as at the date of their retirement or forced retirement; • Putting an end to their professional career within Rexel Développement (or Rexel in respect of Regime 2), in accordance with the condition set forth in article L.137-11 of the French Social security Code; • Having settled their retirement pension of the French Social Security base regime. Joints criteria for The regime may be maintained in the following cases: 3 benefiting of the • Redundancy after the age of 55 (except gross misconduct), subject to the beneficiary not regime – specific exercising subsequently any other professional activity; situations • Disability corresponding to the 2 or 3 class under the French social security regimend rd • Early departure in the context of an early retirement company scheme; and • Death prior to retiring from the company (upholding of the attached rights such as reversion pension). The effective benefits occur as from the effective settlement of the retirement pension of the French Social Security base regime It is reminded that these defined-benefit supplemental retirement scheme defined within the meaning of article L.137-11 of the French Social security Code is compliant with all of the guidelines of the Afep-Medef corporate governance code. AFEP-MEDEF GUIDELINES Eligibility criteria Compliant Number of corporate officers compared to the total number of beneficiaries Compliant Seniority criteria Compliant Challenging performance conditions Compliant Yearly accrual percentage Compliant Maximum vesting period Compliant Reference compensation Compliant Maximum amount of pension Compliant Information on potential rights Compliant Since this scheme corresponds to the characteristics As of December 31, 2017, the value of this plan of the schemes referred to in Article L.137-11 of the asset was estimated approximately at €0.1 mil lion. French Social security Code, it was subject to the Insurance premiums are paid by Rexelto this related-party agreements procedure governed by plan asset depending on the financing needs as article L.225-42-1 of the French Commercial Code beneficiaries retire. and has been approved by the shareholders meeting At December 31, 2017, only two beneficiaries, of May 23, 2017. including the Chief Executive Officer, were potentially The total provision booked by Rexelfor al l eligible to this defined-benefit retirement scheme. employees covered by this supplemental defined- It is also indicated that at the closing of the 2017 benefit retirement plan corresponded to a liability of financial year, the yearly amount of the retirement €10.1 million as of December 31, 2017 reduced by the of the Chief Executive Officer under this scheme value of a plan asset in an insurance company. was estimated at approximately €172,000. This REXEL 2017 – REGISTRATION DOCUMENT 103