CORPORATE GOVERNANCE 3.4 INSIDER TRADING POLICY Following the transformation of Rexel into a société Pursuant to the guidelines of the AMF relating to the anonyme with a Board of Directors, Rexel adopted on “Market Abuse” regulation (European Regulation May 22, 2014, and updated on February 10, 2017, its No. 2014/596 of April 16, 2014), the Policy has been Insider trading policy (the “Policy”), initially adopted completed by an internal procedure relating to the in 2007, in order to comply with the general rules of characterization and management of privileged the French financial markets authority (“AMF”). The information (the “Procedure”). The Procedure purpose of the Policy is to specify the applicable creates an ad hoc internal committee in charge of regulations in respect of security transactions and of determining whether the information submitted to compliance with the rules concerning market abuse it should be characterized as inside information, and and, in particular, insider trading. implements an internal processing procedure for This Charter is available on the website of the Rexel inside information. (www.rexel.com). 3 3.5 IMPLEMENTATION OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES – PARAGRAPH 27.1 Rexel refers to the corporate governance principles of This code is avai lable on the website of Medef listed companies set out in the corporate governance (www.medef.fr) or at the registered office of Rexel. code (the Afep-Medef Code) established by the Rexel believes that it complies with the corporate Association française des entreprises privées (Afep) governance principles as defined in the Afep- and the Mouvement des entreprises de France Medef Code, to the extent that such principles are (Medef). compatible with the organization, size and means of the Rexel Group, with the following exceptions: AFEP-MEDEF GUIDELINES REXEL GROUP PRACTICE AND EXPLANATIONS Allocation of attendance The Board of Directors of February 13, 2018, confirmed that independently from fees to corporate officers their capacity of Director, each Director is also member of one or two committees (guideline 20.1) with the exception of Patrick Berard, due to his capacity as Chief Executive Officer. The terms of allocation of such Also, the directors, many of whom reside abroad, make themselves largely available compensation must take into to attend the various meetings of the Board of Directors and of the Committees. account effective participation ofThus, in 2017, the Board of Directors has met 12 times, the Audit and Risk Committee the directors in the board and the4 times, the Nomination and Compensation Committee 5 times, and after the committees, and thus include a split of such committee, of the Nomination Committee met on 2 occasions, and prevailing variable part. the Compensation Committee met on 3 occasions. The Board of Directors has consequently estimated not necessary to modify the variable part of the fees that already takes into account of the effective attendance of the Directors to the committees. Termination of the employment The Nomination and Compensation Committee recommended that the employment agreement in case of corporate agreement entered into between Rexel Développement SAS and Patrick Bérard, in mandate (guideline 21) its amended version of November 4, 2015, be upheld, while being suspended (in Itis recommended, that a accordance with case law in this respect) as of July 1, 2016. manager who becomes an officer Patrick Berard, who joined the Group in 2003, in addition to having a seniority of of the company should terminate over thirteen years within the Rexel Group, as of July 1, 2016, was 63 years old and his employment agreement was therefore approaching the end of his professional career. Patrick Berard would with Rexel or a company of the therefore be likely to suffer material prejudice as a result of the loss of his capacity group, either by way of settled as employee in connection with his appointment as Chief Executive Officer as of termination, or by resignation. July 1, 2016. REXEL 2017 – REGISTRATION DOCUMENT 123