CORPORATE GOVERNANCE by the Deputy Chief Executive Officer since the event of termination of the employment contract beginning of her term of office. at the initiative of the employer, notified within Al lthese contributions are l iable to social twelve months fol lowing the end of her duties as security charges and personal income tax for the corporate officer, the conditions referred to as beneficiaries. Half of these contributions is paid by forced departure, and linked to a change in control Rexel to a medium-term investment vehicle (such or strategy, independent of the grounds of the as a life insurance repurchasable at any time), with a termination of contract, except in case of gross lock-up undertaking from the corporate officers of negl igence (faute grave) or wi l lful misconduct at least 8 years, and the other half in cash (with the (faute lourde) or compulsory retirement leave, that possibility to allocate all or part of it to such vehicle Catherine Guil louard would benefit from a gross under the form of voluntary contributions). contractual severance indemnity equal to 24 months of the monthly reference compensation. The Board of Directors of Rexel, upon its meeting of February 20, 2017, decided to terminate the duties The monthly reference compensation was defined of Catherine Guillouard as Deputy Chief Executive as the gross annual fixed compensation applicable Officer, effective February 20, 2017. Consequently, during the ful l month prior to the month of the an amount of €28,905 was paid at the benefit of effective redundancy date, plus the amount of the Catherine Guil louard in her capacity as corporate gross variable compensation received in respect of officer from January 1 2017 to February 20, 2017 in the last financial year, excluding any other additional respect of the annual component (prorata temporis), or exceptional compensation items, divided by 12. half of which in cash, and the other half on the mid- The monthly reference compensation included any term investment scheme. potential compensation (fixed and variable, on a prorata basis) received as a corporate officer during No exceptional component has been paid in respect this last month in respect of the fixed compensation of 2017, since the presence criteria on December 31, or for the last financial year in respect of the 2017 have not been complied with (the last payment variable compensation (excluding any additional or subject to presence criteria as at December 31, 2018 exceptional compensation item). will not be paid either, since the criteria cannot be met). Catherine Gui l louard’s employment agreement amended on February 24, 2016 also provided, in There was no longer any corporate officer benefiting the event of the termination of the employment from this scheme at the end of the 2017 financial contract at the initiative of the employer, notified year. more than 12 months after the end of her duties as corporate officer, and subject to the actual exercise Severance indemnities of a salaried position during this period, that the Catherine Guil louard was eligible to a severance conditions of termination of the corporate office indemnity subject to performance conditions referred to above or to the performance conditions that was the purpose of decisions of the Board of mentioned below would not be applicable. Directors on May 22, 2014, February 11, 2015, and In addition, regardless of the cause of departure February 10, 2016, which was approved by the from Rexel, a non-compete clause was stipulated shareholders meeting of May 27, 2015 and of May 25, in Catherine Gui l louard’s employment contract 2016, and renewed by the Board of Directors of amended on February 24, 2016. This non-compete June 23, 2016.(1) undertaking was limited to a period of 12 months Catherine Guillouard’s employment agreement with from the date of the termination of the employment Rexel Développement had been suspended since contract. As consideration, the monthly non- April 30, 2013, and provided that, in the event of compete indemnity was equal to one twelfth of the termination of her corporate office, her employment gross fixed annual compensation. The company agreement with Rexel Développement would be could waive this non-compete clause. reinstated with a compensation package equivalent The contractual severance indemnity is deemed to that from which she benefited as corporate officer. to include the statutory severance indemnity The employment contract of Catherine Guillouard, (indemnité légale de licenciement) or severance amended on February 24, 2016 provided, in the indemnity pursuant to the appl icable col lective (1)The Board of Directors’ meeting of June 23, 2016 decided to renew the corporate office of the Deputy Chief Executive Officer for a term of two years, effective from July 1, 2016. REXEL 2017 – REGISTRATION DOCUMENT 108