CORPORATE GOVERNANCE To Rexel’s knowledge and based on the declarations holds, as of December 31, 2017, more than 5% of the of crossing of thresholds that it has received, no share capital and/or voting rights of Rexel. shareholder other than those referred to above 3.7.2.3 Interests held by managers in the share capital of Rexel Rexel interests held by Directors and the Chief Executive Officer As of December 31, 2017, the Directors and corporate officers held the following ownership interests in Rexel’s share capital: % OF THE SHARE CAPITAL NUMBER OF SHARES AND VOTING RIGHTS DIRECTORS Ian Meakins (Chairman) 115,250 0.04% François Henrot 7,133 NS Marcus Alexanderson 5,000 NS 3 Patrick Berard (Chief Executive Officer) 363,729 0.12% Julien Bonnel (Director representing the employees) (1) 798 NS Thomas Farrell 8,437 NS Fritz Froehlich 5,300 NS Ellen Phillips 2,000 NS Maria Richter 4,500 NS Agnès Touraine 1,012 NS Herna Verhagen 1,000 NS (1)I n accordance with Article 14 of the by-laws, the director representing the employees does not have to hold a minimum number of shares of the Company. Transactions on Rexel securities carried out by the Directors, the Chairman and the Chief Executive Officer During the financial year ended December 31, 2017, the following transactions disclosures were made: DATE OF NATURE OF NUMBER THE TRANSACTION THE TRANSACTION OF SHARES PRICE BY SHARE TOTAL AMOUNT DIRECTORS William R. Kelly, January 6, 2017 Purchase 2,000 USD16.8253 USD33,650.60 person closely related to Maria Richter Marcus Alexanderson May 30, 2017 Purchase 5,000 €15.595988 €77,979.94 Elen Phillips August 10, 2017 Purchase 1,000 €12.60 €12,600 February 15, Purchase 2,000 €14.72 €29,440 2018 3.7.2.4 Employees shareholding As of December 31, 2017, the number of shares In accordance with the authorizations granted by held by employees in the context of the employee the shareholders meetings, Rexel implemented, in shareholding plans, directly or through employee 2012, 2013 and 2016 employee shareholding plans investment funds (FCPE), was 1,745,932 shares, i.e. carried out through share capital increases reserved 0.58% of the share capital and voting rights of Rexel. for members of the PEG or the PEGI, through Share Incentive Plan (“SIP”) in the United Kingdom or 3.7.2.5 Subscription or purchase options for through free shares al location plans, subject to a Rexel shares presence condition (subject to certain exceptions). The last subscription or purchase options plan ended on November 30, 2016. REXEL 2017 – REGISTRATION DOCUMENT 135