CORPORATE GOVERNANCE 3.3.3 Special reports of the Statutory Auditors in relation to the related party agreements 3.3.3.1 Special report of the Statutory Auditors in relation to the related party agreements for 2017 Rexel S.A. 13, boulevard du Fort de Vaux – CS 60002 – 75838 Paris Cedex 17 – France Share capital: €1,516,715,885 This is a free translation into English of the Statutory Auditors’ report on related party agreements and commitments issued in French and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. Statutory Auditors’ Report on related party agreements and commitments (Shareholders’ Meeting for the approval of the financial statements for the year ended December 31, 2017) To the Shareholders, AGREEMENTS AND COMMITMENTS ALREADY In our capacity as Statutory Auditors of your APPROVED BY THE SHAREHOLDERS’ Company, we hereby report to you on related party MEETING agreements and commitments. Agreements and commitments approved during It is our responsibility to report to shareholders, the financial year based on the information provided to us, on the main We have been informed that the fol lowing terms, conditions and the reasons for the company’s agreements and commitments, previously approved interest of agreements and commitments that have by the Shareholders’ Meeting of May 23, 2017 been disclosed to us or that we may have identified based on the Statutory Auditors’ Special Report of as part of our engagement, without commenting March 30, 2017, have been implemented during the on their relevance or substance or identifying any year. undisclosed agreements or commitments. Under the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the 1. Set up of a medium-term collective savings responsibil ity of the shareholders to determine scheme, taken to the benefit of Ms Catherine whether the agreements and commitments are Guillouard, the Deputy Chief Executive Officer appropriate and should be approved. (until February 20, 2017), including a yearly Where applicable it is also our responsibility to provide contribution and an exceptional contribution shareholders with the information required by article Related party R.225-31 of the French Commercial Code (Code de ce) in relation to the implementation during Ms Catherine Gui l louard, in her capacity of commer the year of agreements and commitments already Deputy Chief Executive Officer of Rexel S.A., until approved by the Shareholders’ Meeting. February 20, 2017. We performed the procedures that we deemed Nature and purpose necessary in accordance with professional standards The Boards of Directors of Apri l 28, 2016 and appl icable in France to such engagements. November 22, 2016 authorized the setting up of These procedures consisted in verifying that the a medium-term col lective savings scheme. This information given to us is consistent with the scheme is notably taken to the benefit of the Deputy underlying documents. Chief Executive Officer of Rexel S.A. This scheme includes: AGREEMENTS AND COMMITMENTS TO BE A yearly component, a contribution based on the SUBMITTED FOR THE APPROVAL OF THE • SHAREHOLDERS’ MEETING fixed and variable compensation received the relevant year, thus taking into account the annual Agreements and commitments authorized performance achieved: during the financial year – 20% on the portion of compensation ranging We inform you that we have not been advised of from 4 to 20 PASS “the Annual Social Security any agreements and commitments authorised in the limit” (Plafond Annuel de la Sécurité Sociale) year ended 2017 that would require Shareholders’ – 10% on the portion of compensation ranging meeting approval, under the terms of article L.225- from 20 to 40 PASS “the Annual Social Security 38 of the French Commercial Code. limit” (Plafond Annuel de la Sécurité Sociale). REXEL 2017 – REGISTRATION DOCUMENT 120