CORPORATE GOVERNANCE Fixed, variable and exceptional components making up the total compensation and benefits of all kinds paid or allocated to Patrick Berard as Chief Executive officer, in respect of the financial year ended December 31, 2017, submitted to the shareholders’ approval at the Shareholders’ Meeting (8 resolution):th Patrick Berard (Chief Executive Officer) for the financial year ended December 31, 2017 COMPENSATION ITEMS DUE OR ALLOTED AMOUNT OR IN RESPECT OF THE ACCOUNTING FINANCIAL YEAR ENDED VALUATION SUBMITTED PRESENTATION Fixed annual €650,000 The gross fixed annual compensation in respect of the financial year ended compensation on December 31, 2017 determined by the Board of Directors of February 10, 2017, amounts to €650,000. This fixed compensation, determined for the whole term of office, remains unchanged. This compensation has been defined by the Board of Directors based on the career, industry experience and responsibilities of Patrick Berard in this new governance structure, as well as in consideration of the various components of his compensation and of the market practice. See paragraph 3.2.3.2 of this Registration document. Variable annual €973,440 The gross variable annual compensation in respect of the financial year ended compensation on December 31, 2017 determined by the Board of Directors of February 13, 2018, amounts to €973,440. The variable compensation was based for 75% on financial criteria (sales growth in volume, adjusted EBITA in volume, and ATWC) and for 25% on individual criteria. Financial performance stood at 135.6% and individual performance stood at 92.5%. This amount thus corresponds to 124.8% of the target variable compensation (the target variable compensation was determined at 120% of the fixed annual compensation), i.e. 150% of the fixed compensation for the relevant period. For details on the calculation of the variable compensation for 2017, please see paragraph 3.2.3.2 of this Registration document. In accordance with the provisions of article No. L.225-100 of the French Commercial Code, the payment of the 2017 variable compensation will be subject to the approval of the shareholders’ meeting of May 24, 2018. Exceptional Not applicable Patrick Berard does not benefit from any exceptional compensation. compensation Valuation of benefits €6,362 Patrick Berard receives benefits in kind in the amount of €6,362, consisting in kind of a company car. See paragraph 3.2.3.2 of this Registration document. REXEL 2017 – REGISTRATION DOCUMENT 114