CORPORATE GOVERNANCE Catherine Guillouard (Deputy Chief Executive Officer) for the financial year ended December 31, 2017 (proratabasis) ITEMS OF COMPENSATION AMOUNT OR DUE OR ALLOCATED ACCOUNTING IN RESPECT OF THE VALUATION SUBMITTED FINANCIAL YEAR ENDED TO A VOTE PRESENTATION Valuation of Not applicable Catherine Guillouard has not benefited from any allocation of performance the long-term shares in 2017. compensation: The performance shares allotted previously and vested as at the date of allocation of departure of Catherine Guillouard from the group have been lost (2015 and performance shares 2016 performance share plans). See paragraph 3.2.3.3 of this Registration document. Severance €1,627,076 The Board of Directors of Rexel, upon its meeting of February 20, 2017, indemnities decided to terminate the duties of the Deputy Chief Executive Officer, effective from such date. This decision has followed a difference of views in respect of the implementation of the new strategic orientations of Rexel presented at the Capital Markets Day of February 13, 2017. The Board of Directors’ meeting of February 20, 2017 having acknowledged that the criteria related to the payment of the severance indemnity had been 3 met (forced departure event, linked to a change of control or strategy); and having acknowledged the achievement of the associated performance criteria; decided the payment of a gross severance indemnity corresponding to 24 months of the Monthly Reference Compensation (i.e. the last gross fixed annual compensation plus the amount of the variable gross compensation received for the last financial year, excluding any other additional or exceptional compensation, the total being divided by 12). This severance indemnity thus amounts to a gross amount of €1,627,076. This amount includes any statutory severance indemnity or severance indemnity pursuant to the applicable collective bargaining agreement or non-compete indemnity in respect of the termination of the employment agreement of Catherine Guillouard: CALCULATION OF THE REFERENCE COMPENSATION FOR THE PURPOSES OF THE SEVERANCE INDEMNITY Annual fixed compensation €500,000 Variable compensation paid in respect of the last financial €313,538 year (2016) Annual total €813,538 Monthly reference compensation (/12) €67,795 24 months of monthly reference compensation €1,627,076 Reminder concerning the conditions of performance in connection with the severance indemnity (excluding the statutory severance indemnity or severance indemnity pursuant to the applicable collective bargaining agreement and non-compete indemnity), determined by the Board of Directors: •the payment of 60% of the indemnity depends on the level of EBITA of the Rexel Group (assessed over 2 financial years); and •the payment of 40% of the indemnity depends on the level of ATWC (average trading working capital) requirements of the Rexel Group (assessed over 2 financial years). The criteria for the payment of 100% of the severance indemnity have been met. This severance indemnity complies with the guidelines of the AFEP-MEDEF Code (see paragraph 3.2.3.3 of this Registration document). Non-compete Non-compete Non-compete indemnity is included in the severance indemnity. indemnity indemnity included in the severance indemnity Supplemental Not applicable retirement plan (1)The variable portion taken into consideration is limited in any case to 80% of the fixed annual reference compensation. (2) Annual Social Security limit (Plafond Annuel de la Sécurité Sociale). (3) PASS prorata temporis. REXEL 2017 – REGISTRATION DOCUMENT 117