CORPORATE GOVERNANCE 3.7.2 Share capital and voting rights 3.7.2.1 Breakdown of shares and voting rights by shareholder The table below shows the breakdown of the shareholding and of the voting rights of Rexel as of December 31, 2017, 2016 and 2015: AT DECEMBER 31, 2017 2016 2015 % OF % OF % OF CAPITAL AND % OF CAPITAL AND % OF CAPITAL AND % OF NUMBER THEORETICAL% EXERCISABLE NUMBER THEORETICAL% EXERCISABLE NUMBER THEORETICAL% EXERCISABLE NUMBER OF VOTING OF VOTING VOTING NUMBER OF VOTING OF VOTING VOTING NUMBER OF VOTING OF VOTING VOTING SHAREHOLDERS OF SHARES RIGHTS RIGHTS(1) RIGHTS(2) OF SHARES RIGHTS RIGHTS(1) RIGHTS(2) OF SHARES RIGHTS RIGHTS(1) RIGHTS(2) Cevian Capital Partners Limited(3) 47,400,225 47,400,225 15.63% 15.69% 38,007,054 38,007,054 12.55% 12.60% – – – – First Eagle Investment Management LLC(4) 23,023,337 23,023,337 7.59% 7.62% 23,023,337 23,023,337 7.60% 7.64% 15,220,218 15,220,218 5.04% 5.07% Employees and former employees 3,865,410 3,865,410 1.27% 1.28% 3,767,218 3,767,218 1.24% 1.25% 3,920,706 3,920,706 1.30% 1.31% FCPE Rexel 1,227,986 1,227,986 0.40% 0.41% 1,326,887 1,326,887 0.44% 0.44% 947,000 947,000 0.31% 0.32% Public 226,536,850 226,536,850 74.68% 75.00% 235,424,300 235,424,300 77.72% 78.07% 280,180,718 280,180,718 92.81% 93.31% Treasury shares 1.289.369 1.289.369 0.43% 0% 1,349,227 1,349,227 0.45% 0% 1,602,736 1,602,736 0.53% 0% TOTAL 303,343,177 303,343,177 100% 100% 302,898,023 302,898,023 100% 100% 301,871,378 301,871,378 100% 100% (1)Percentages of voting rights calculated based on all of the shares entitling to voting rights, including shares disqualified for voting purposes. (2) Percentages calculated by excluding treasury shares held by Rexel that are disqualified for voting purposes. (3) Based on the declarations of crossing of threshold dated July 1, 2016 and September 14, 2017. (4) Based on the declarations of crossing of threshold dated September 11, 2015 and February 11, 2016. Also, Rexel has received the shareholding threshold disclosures set forth in paragraph 3.7.2.2 “Shareholding threshold disclosures” of this Registration document. 3.7.2.2 Shareholding threshold disclosures During the financial year ended December 31, 2017 and as of the date of this Registration document, Rexel received the following thresholds crossing disclosures: % OF CAPITAL LEGAL AND AND VOTING NUMBER OF DATE OF THE BY-LAW TYPE OF RIGHTS AFTER SHARES HELD COMPANY DECLARATION THRESHOLDS CROSSING CROSSING AFTER CROSSING Amundi February 2, 2017 2.5% Down 2.47% 7,502,641 Parvus Asset Management Europe Limited February 9, 2017 5% Down 4.97% 15,043,374 Amundi March 9, 2017 2.5% Up 2.52% 7,649,610 Amundi April 25, 2017 2.5% Down 2.38% 7,213,213 Amundi May 17, 2017 2.5% Up 2.53% 7,671,144 BlackRock Inc. May 18, 2017 5% Up 5.12% 15,525,370 BlackRock Inc. May 19, 2017 5% Down 4.93% 14,934,049 BlackRock Inc. May 22, 2017 5% Up 5.05% 15,298,583 BlackRock Inc. May 23, 2017 5% Down 4.85% 14,696,149 BlackRock Inc. May 30, 2017 5% Up 5.10% 15,446,350 BlackRock Inc. June 1, 2017 5% Down 4.83% 14,630,757 HSBC Holding Plc June 26, 2017 5% Up 5.51% 16,717,154 BlackRock Inc. June 29, 2017 5% Up 5.11% 15,506,929 BlackRock Inc. June 30, 2017 5% Down 4.82% 14,604,945 HSBC Holding Plc July 24, 2017 5% Down 0.09% 264,263 Cevian Capital Partners Limited September 14, 2017 15% Up 15.63% 47,400,225 Amundi March 26, 2018 2.5% Up 2.96% 8,986,412 REXEL 2017 – REGISTRATION DOCUMENT 134