CORPORATE GOVERNANCE estimation was based on the length of service of the termination of his duties as Chief Executive acquired as at the date of closing of the financial Officer, nor any non-competition indemnity in year and on the compensation recorded during the connection with the termination of such duties, last financial years, as if the Chief Executive Officer taking into account his career and profile. could benefit therefrom on the next day following the closing of the financial year. The employment agreement of Patrick Berard, This pension would have been liable to: suspended during the exercise of his duties as Chief Executive Officer, provides under certain •General social contribution (CSG and CRDS) conditions, in case of termination by the employer (7.1%), the special Social Security contribution (except for gross negligence (faute grave) or willful (1%), the CASA (additional solidarity contribution misconduct (faute lourde), or compulsory retirement for autonomy at the rate of 0.3%) as well as to a leave), the payment of such indemnities, within the specific contribution up to 14% (within the terms limits of a global amount of 18 months of monthly provided by article L.137-11-1 of the French Social reference compensation (i.e., the last annual fixed security Code); and compensation increased by the average amount Personal income tax, after a 10% deduction. of the last 2 bonuses received, divided by 12). The • suspended employment agreement also provides Insurance premiums paid are subject to a 24% for possible non-compete indemnity under certain contribution, borne by Rexel. conditions, the indemnification of which would range within the total limit of 18 months of monthly Severance indemnities reference compensation as described above. Considering the carrier of Patrick Berard and his length of service within the Rexel Group, the Board It is specified by the Board of Directors that in of Directors decided to maintain and suspend the case of reactivation of the employment agreement employment agreement held by Patrick Berard prior of Patrick Berard,these potential severance to his new duties. indemnities would be calculated without taking into account the exercise period of the corporate office No severance indemnity has been granted to (without considering his seniority or fixed or variable Patrick Berard by the Board of Directors, in respect compensation received as a corporate officer). Table 11 – employment agreement/supplemental retirement plan/severance indemnities/non-compete clause INDEMNITIES EMPLOYMENT SUPPLEMENTAL SEVERANCE IN RELATION TO NON- AGREEMENT RETIREMENT PLAN INDEMNITIES COMPETE CLAUSE Patrick Berard Yes – agreement Yes – defined- No – No – suspended during benefit retirement No indemnities No indemnities the term of scheme (within provided for in provided for in corporate office the meaning of respect of the respect of the Article 137-11 of corporate office corporate office the French Social security Code). 3.2.3.3 Compensation and other benefits of Deputy Chief Executive Officer, Catherine Guillouard The Board of Directors meeting of February 20, 2017 decided to terminate the duties of Catherine Guillouard as Deputy Chief Executive Officer with effect as from the same date. Compensation and options/shares allotted during the last two financial years CATHERINE GUILLOUARD (IN €) 2017(1) 2016 Compensation allocated in respect of the financial year 1,814,570 1,025,697 Valuation of the options allocated during the financial year N/A N/A Valuation of the performance shares allocated during the year(2) N/A 634,962 Total 1,814,570 1,660,659 (1)The Board of Directors’ meeting of February 20, 2017, decided to terminate the duties of Catherine Guillouard as Deputy Chief Executive Officer as from the same date. (2) Valuation as at the date of allocation. These shares were lost further to the termination of the duties of Deputy Chief Executive Officer. REXEL 2017 – REGISTRATION DOCUMENT 104