CORPORATE GOVERNANCE 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 Valuation of €1,275,000 In accordance with authorization granted by Rexel’s Shareholders’ of May 25, the long-term 2016 (resolution No.18), the Board of Directors, at its meeting of May 23, 2017, compensation: decided to allot Rexel performance shares. allocation of Accordingly, 100,000 shares, fully subject to performance criteria, were performance shares allotted to Patrick Berard in 2017. This allotment level corresponds to a full year of exercise of the corporate office of Chief Executive Officer (85,000 performance shares had been allotted in 2016 for a term of office starting as of July 1, 2016). This number of shares is the maximum number of shares that may be vested if the performance conditions are outperformed and corresponds to a maximum vesting percentage of 100%. Such shares represented 0.03% of the share capital and voting rights of Rexel as at December 31, 2017. The specific limitations of allocations for corporate officers have been fulfilled: •the annual value of the performance shares allotted does not exceed 100% 3 of the amount of the annual fixed and variable target compensation for the relevant financial year; and •the number of shares allotted to Patrick Berard has not exceeded 10% of the overall envelope of performance shares allotted to all the beneficiaries. The final vesting of the shares allotted to Patrick Berard is entirely subject to performance conditions, as described in paragraphs 3.2.2, 3.2.3 and 3.7.2.6 of this Registration document. Severance Not applicable indemnities Non-compete Not applicable indemnity Supplemental No payment Considering the career of Patrick Berard (born in 1953) and his seniority (he retirement plan joined the Rexel Group in 2003), the Board of Directors decided on July 1, 2016 not to suspend the supplemental defined-benefit retirement plan, in which Patrick Berard has been maintained in his capacity as an employee prior to accepting the duties of corporate officer. In order to comply with article L.225-42-1 of the French Commercial Code, the Board of Directors decided that the contingent rights that may be acquired by Patrick Berard in respect of his duties as Chief Executive Officer in connection with this scheme would only be granted subject to the achievement of annual performance criteria. The performance criteria determined by the Board of Directors of July 1, 2016 have been aligned with those of the annual variable compensation of the Chief Executive Officer (financial portion and individual portion). The performance criteria shall be considered as satisfied if the payment level of the annual variable compensation reaches at least 60% of the target variable compensation for the relevant financial year. The Board of Directors of February 13, 2018 acknowledged the achievement of the performance criteria for the 2017 financial year (the payment level of the variable compensation for 2017 having reached 124.8%). The activity period and the compensation received in respect of the duties of corporate officer over the considered period shall therefore be taken into consideration for the calculation of the contingent rights (within the limitations provided by the retirement plan described in paragraph 3.2.3.2 “Compensation and other benefits of Chief Executive Officer, Patrick Berard, in respect of the financial year 2017” of the Registration document). REXEL 2017 – REGISTRATION DOCUMENT 115