CORPORATE GOVERNANCE bargaining agreement (indemnité conventionnelle This severance indemnity thus amounted to a de licenciement) due, if any, as wel l as the non- gross amount of €1,627,076. This amount includes complete indemnity (with the above indemnities any statutory severance indemnity or severance not being subject to the conditions of termination indemnity pursuant to the appl icable col lective of the corporate office referred to above, or to the bargaining agreement or non-compete indemnity performance conditions referred to below). in respect of the termination of the employment agreement of Catherine Guillouard. The Board of Directors of Rexel, upon its meeting of February 20, 2017, decided to terminate the CALCULATION OF THE REFERENCE COMPENSATION duties of Catherine Gui l louard as Deputy Chief FOR THE PURPOSES OF THE SEVERANCE INDEMNITY Executive Officer, effective February 20, 2017. This Annual fixed compensation 500,000 decision has fol lowed a divergence of views over Variable compensation paid in respect of the implementation of the new strategic directions the last financial year (2016) 313,538 of Rexel presented at the Capital Markets Day of Annual total 813,538 February 13, 2017. Monthly reference compensation (/12) 67,795 Thus, the Board of Directors of February 20, 2017: 24 months of monthly reference 1,627,076(1) 3 Having acknowledged that the conditions related compensation • to the payment of the severance indemnity of (1)In the accounts of Rexel SA and Rexel Développement. Catherine Guillouard, as determined by the Board The conditions of performance in connection with of Directors on May 22, 2014, February 11, 2015, the severance indemnity (excluding the statutory February 10, 2016 and of June 23, 2016 had been severance indemnity or severance indemnity met (case of forced departure related to a change pursuant to the appl icable col lective bargaining of control or strategy); agreement and non-compete indemnity), Having acknowledged the achievement of determined by the Board of Directors of May 22, • the performance criteria associated with such 2014 were as follows: severance indemnity (as determined by the Board The payment of 60% of the indemnity was • of Directors on May 22, 2014 and approved by the dependent on the level of EBITA of the Rexel Shareholders’ Meeting of May 27, 2015, as amended Group. This payment was 100% if the level of EBITA, by the Board of Directors on February 10, 2016 calculated on the basis of Rexel’s consolidated and approved by the shareholders’ meeting of audited financial statements for the last two May 25, 2016, renewed by the Board of Directors financial years preceding the date of termination of June 23, 2016); of the corporate office or employment contract Decided the payment of a gross severance (the reference period) reached on average a • minimum of 60% of the amount budgeted for indemnity equal to 24 months of the monthly such two periods; and reference compensation. As decided by the Board of Directors of February 10, 2016 and approved •The payment of 40% of the indemnity depended by the shareholders’ meeting of May 25, 2016, and on the level of ATWC (average trade working as renewed by the Board of Directors of June 23, capital requirement) of the Rexel Group. This 2016, the monthly reference compensation payment was 100% if the level of ATWC, calculated is understood as the last fixed gross annual on the basis of Rexel’s consol idated audited compensation (as described above) plus the gross financial statements for the last two financial years amount of the last variable compensation paid in preceding the date of termination of the corporate respect of the last financial year, excluding any office or employment contract (the reference additional or exceptional compensation, with this period) reached on average a maximum of 125% of sum being divided by 12, in accordance with the the performance budgeted for such two financial Afep-Medef Code. years. REXEL 2017 – REGISTRATION DOCUMENT 109