CORPORATE GOVERNANCE The insider trading pol icy of Rexel includes options, issues shares resulting from the exercise of an undertaking by corporate officers not to use options and from performance shares. hedging options to cover their risk in respect of the History of the last performance shares allocated, acquired or transferable during the financial year ended December 31, 2017 for Catherine Guillouard 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 alloted with possible over – – – – – 42,980 achievement – not realized Number of shares alloted – 58,200 58,200 29,100 29,100 30,700 Adjusted number of shares 60,169 60,169 30,085 allotted(1) – – – Vesting date June 23, 2019 July 28, 2018 May 22, 2017 May 22, 2016 April 30, – 2015 Performance rate – Unknown Unknown 31%(2) 36.0%(2) 35.2%(2) 3 Number of shares Unknown Unknown 9 327 10 476 10 808 irrevocably acquired – Transferability date – June 24, 2021 July 29, 2020 May 23, 2019 May 23, 2018 May 02, 2017 Number of lost shares 60,169 60,169 at December 31, 2017 – – – – (1)The number of performance shares still in the process of being vested by all the beneficiaries of these plans has been adjusted, by decision of the Chief Executive Officer of July 5, 2016 under delegation from the Board of Directors 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. (2) The performance rate of 31%, 36% and 35.2% are detailled in paragraph 3.7.2.6 “Allotment of free shares”of this Registration document. The performance shares allocated but not yet vested of the Group’s top managers, to the Deputy Chief as at the departure from the Group of Catherine Executive Officer, Catherine Guillouard. Guillouard have been canceled, since the attendance The collective mid-term savings scheme includes: criterion has not been met. This concerns the shares al located in respect of the plans of June 23, 2016 • An annual component: a contribution based on and July 28, 2015. the fixed and variable compensation received the relevant year , thus taking into account the annual(1) The Insider trading pol icy of Rexel includes performance achieved: an undertaking by corporate officers not to use hedging options to cover their risk in respect of the – 20% on the portion of compensation ranging options, issues shares resulting from the exercise of from 4 to 20 PASS;(2) options and from performance shares. – 10% on the portion of compensation ranging from 20 to 40 PASS.(2) Medium-term collective savings scheme • An exceptional contribution in order to take into In consideration of the closure of the defined-benefit account the seniority and the recent restructuring retirement scheme, a medium-term col lective of the compensation policy of the group’s top savings scheme was set up in 2016, effective from managers. In such respect, Deputy Chief Executive January 1, 2016, at the benefit of the top managers Officer Catherine Guillouard could benefit from a of the Rexel group, having joined the group specific contribution of €81,765 per year during as from January 1, 2010. The Board of Directors 3 years as of 2016, subject to attendance as at on February 10, 2016, upon recommendation of December 31 of each year. This specific contribution the Nomination and Compensation Committee, was calculated in accordance with the same rules granted the benefit of this regime, better adapted as those described for the annual component of and competitive given the international profiles the scheme, based on the compensation received (1)The variable portion taken into consideration will be limited in any case to 80% of the fixed annual reference compensation. (2) Annual Social Security limit (Plafond Annuel de la Sécurité Sociale). REXEL 2017 – REGISTRATION DOCUMENT 107