CORPORATE GOVERNANCE •An exceptional contribution in order to take into Conditions account the restructuring of the components of The Board of Directors on February 20, 2017 decided the compensation of the Group’s top managers to terminate the duties of Ms Catherine Guillouard concerned. In such respect, Ms Catherine as Deputy Chief Executive Officer, effective Guillouard is able to benefit from an exceptional February 20, 2017 and decided the payment of contribution of €81,765 per year for 3 years as severance indemnity of €1,627,076, in Rexel S.A. from 2016, subject to attendance conditions at and Rexel Developpement S.A.S. accounts in 2017. December 31 each year. This specific contribution This amount includes the statutory severance was calculated in accordance with the same rules indemnity and the severance indemnity pursuant as those described for the annual component of to the applicable col lective bargaining agreement the scheme, based on the compensation received and the non-compete indemnity in respect of by Ms Catherine Guillouard since the beginning of the termination of the employment agreement of her term of office. Catherine Guillouard. Conditions Furthermore, we have been informed that the Ms Catherine Guil louard is committed to retaining following agreements and commitments, previously the contributions paid by Rexel S.A. to a medium- approved by the Shareholders’ Meeting of May 23, 3 term investment vehicule for at least 8 years. 2017, have not been implemented during the financial year. In 2017, the annual contribution amounted, for Catherine Gui l louard, to €28,905 based on the 3. Commitment taken to the benefit of Mr Patrick compensation received in 2017. This amount has Berard, Chief Executive Officer on the additional been half paid (€14,452.50) through an investment defined-benefit pension plan support such as life insurance (with AXA France Vie) and half paid (€14,452.50) in cash in order to Related party discharge income and social taxes on the totality Mr Patrick Berard, in his capacity of Chief Executive of the annual component. Officer of Rexel S.A. (since July 1, 2016) and Director Regarding the exceptional contribution, the two (since May 23, 2017). payments for €81,765 subject to attendance as at December 31, 2017 and December 31, 2018, wil l Nature and purpose not be paid, since the termination of the duties Mr Patrick Berard, as employee of Rexel of Catherine Guil louard, Deputy Chief Executive Developpement, used to benefit from an additional Officer as of February 20, 2017. defined-benefit pension plan. Patrick Berard’s employment contract is suspended during the 2. Commitment taken to the benefit of Ms exercise of his duties as Chief Executive Officer of Catherine Guillouard, Deputy Chief Executive the company. Officer of Rexel S.A. (until February 20, 2017), in The Board of Directors of July 1, 2016 decided to case of termination of duties maintain the benefit of the additional defined- Related party benefit retirement scheme for Mr Patrick Berard, Chief Executive Officer of Rexel S.A., during the Ms Catherine Gui l louard, in her capacity of period of exercise of his corporate office. Deputy Chief Executive Officer of Rexel S.A., until February 20, 2017. Conditions Nature and purpose The contingent rights that may be acquired by Mr Patrick Berard in respect of his duties as Chief The Board of Directors of June 23, 2016 approved the Executive Officer in connection with this scheme same terms of the benefit of Ms Catherine Guillouard would only be granted subject to the achievement for 2016 as that authorized by the Board of Directors of the annual performance conditions. on May 22, 2014, February 11, 2015 and February 10, 2016 and approved by the Shareholders’ meetings The performance criteria determined by the on May 27, 2015 and May 25, 2016, providing for Board of Directors have been al igned with the payment of compensation items due or likely those of the annual variable portion of the Chief to be due as a termination of the duties and the Executive Officer (financial portion and individual attached conditions of performance, as detailed portion). The annual performance criteria shal l be in the paragraph “Agreements and commitments considered as satisfied if the payment level of the already approved by the Shareholders’ meeting” of annual variable portion reaches at least 60% of the this report. target variable portion. REXEL 2017 – REGISTRATION DOCUMENT 121