CORPORATE GOVERNANCE Gross compensation over the last 2 financial years summary table 2017 (1) 2016 COMPENSATION COMPENSATION ALLOCATED IN ALLOCATED IN RESPECT OF THE COMPENSATION RESPECT OF THE COMPENSATION CATHERINE GUILLOUARD (IN €) FINANCIAL YEAR PAID FINANCIAL YEAR PAID Fixed compensation 70,833 70,833 500,000 500,000 Annual variable compensation 69,487 (2) 313,538 313,538 186,352 Medium-term savings scheme contribution (annual and specific contribution) 28,905 28,905 188,143 188,143 Severance indemnities 1,627,076 1,627,076 Attendance fees N/A N/A N/A N/A Benefits in kind 18,269 18,269 24,016 24,016 Total 1,814,570 2,058,621 1,025,697 898,511 (1)The Board of Directors meeting of February 20, 2017, decided to terminate the duties of Catherine Guillouard as Deputy Chief 3 Executive Officer as from the same date. (2) Payment subject to the prior approval of the shareholders meeting of May 24, 2018. The Board of Directors’ meeting of June 23, 2016 had Annual variable compensation decided to renew the term of office of Deputy Chief The annual variable target-based compensation of Executive Officer, Catherine Guillouard, for a term of Catherine Guillouard had been maintained at 90% of two years as of July 1, 2016. The Board of Directors her gross annual fixed compensation. had decided to maintain the terms of compensation of Catherine Guillouard as determined by the Board The 2017 variable compensation was based for 65% of Directors in its meetings of February 10, 2016 and on financial criteria and for 35% on individual criteria. March 8, 2016. The financial criteria for 2017 were sales growth in volume (33%), adjusted EBITA in volume (33%), and Thus, these decisions applied until the end of the ATWC (33%). The targets to be achieved were those corporate office of the Deputy Chief Executive of the 2017 Budget. Officer, i.e., February 20, 2017. The financial objectives could reach a maximum Catherine Guil louard’s employment agreement, result of 150%, if the achieved financial results exceed that had been suspended during her corporate 100% of the financial targets. The individual part of office, was reactivated as at February 21, 2017, and the variable compensation was capped at 100%, of was discontinued in June 2017 further to the notice achievement. period. The annual prorata variable compensation payable For the financial year 2017, in accordance with the in respect of 2017 for the period between January 1 compensation policy in relation to compensation and February 20, 2017, has been determined by the in cash determined for the term of office, the Board of Directors based on the financial statements compensation of Catherine Guil louard remained as at June 30, 2017. The Board of Directors unchanged, subject to the below mentionned determined a global performance of 109% of the prorata. target variable compensation, i.e. a gross amount of €69,487 to be paid in respect of the period between Fixed compensation January 1 and February 20, 2017. The gross annual fixed compensation had been In accordance with the provisions of Article L.225- maintained at €500,000 (unchanged compared to 100 of the French Commercial Code, the payment 2016), i.e., a prorata compensation from January 1 to of the 2017 variable compensation wil l be subject February 20, 2017 amounting to a gross amount of to the approval of the ordinary and extraordinary €70,833. shareholders’ meeting of May 24, 2018. REXEL 2017 – REGISTRATION DOCUMENT 105