CORPORATE GOVERNANCE from the termination of his duties as Chief Executive Catherine Guillouard” of this Registration document Officer of the Rexel, nor any non-compete indemnity which amounted to €1,627,076. in connection with the termination of such duties, taking into account his career and profile. 3.3.1.2 Relations within the Rexel Group The employment agreement of Patrick Berard, The main agreements entered into within the Rexel suspended during the exercise of his duties as Chief Group include the following: Executive Officer of the Company, provides under A long-term facility agreement between Elektro- • certain conditions the payment of such indemnities, Material AG and Rexel, entered into on July 1, 2013; within the limits of a global amount of 18 months of monthly reference compensation (i.e., the last •A long-term facility agreement between Rexel annual fixed compensation increased by the average Sverige AB (formely Svenka Elgrossist AB Selga) amount of the last 2 bonuses received, divided and Rexel, entered into July 1, 2013; by 12). The suspended employment agreement of A long-term faci l ity agreement between • Patrick Berard also provides for a potential non- Elektroskandia Norway Holding AS and Rexel, compete indemnity under certain conditions, entered into on September 1, 2013; and the indemnification of which would range within 3 the total limit of 18 months of monthly reference •A tax integration agreement entered into on compensation as described above. May 9 and May 24, 2012, April 28, 2014, April 20, 2015, February 8 and February 14, 2017 between In case of reactivation of the employment agreement Rexel and each of the companies included of Patrick Berard, these potential severance in the tax integration perimeter of the Rexel indemnities would be calculated without taking into Group constituted on January 1, 2005 under the account the exercise period of the corporate office conditions and forms required under Article 223 A (without considering his seniority or fixed or variable et seq. of the French general tax Code. compensation received as a corporate officer). These agreements are current agreements entered Catherine Guillouard into under ordinary terms by Rexel and are not subject to the procedure referred to in articles L.225- Catherine Guil louard benefited from a severance 38 et seq. of the French Commercial Code. indemnity subject to performance conditions that was the purpose of decisions of the Board of Directors on May 22, 2014, February 11, 2015, and 3.3.2 Agreements between the executives or February 10, 2016, which was approved by the shareholders of Rexel and Rexel’s subsidiaries shareholders meeting of May 27, 2015 and of May 25, The agreements entered into between, on the one 2016. This severance indemnity was renewed by the hand, the Chief Executive Officer or, one of the Board of Directors on June 23, 2016, further to the directors of Rexel or one of its shareholders holding renewal of the term of office of Catherine Guillouard more than 10% of the share capital of Rexel and, on as Deputy Chief Executive Officer and approved by the other hand, companies in which Rexel holds, the shareholders meeting of May 23, 2017. directly or indirectly, more than half of the share Catherine Guil louard ended her duties as Deputy capital, include the following agreement: Chief Executive Officer on February 20, 2017. In this •The employment agreement between Patrick context, Catherine Guillouard received the indemnity Berard and Rexel Développement, suspended since described in paragraph 3.2.3.3 “Compensation and July 1, 2016 (see paragraph 3.2 “Compensation of other benefits of Deputy Chief Executive Officer corporate officers” of this Registration document). REXEL 2017 – REGISTRATION DOCUMENT 119