CORPORATE GOVERNANCE 3.7.2.6 Allotment of free shares the members of the Management Board who are beneficiaries of an al lotment of free shares shal l Free shares granted in the financial year ended retain 20% of the vested shares in registered form December 31, 2013 until the end of their term of office. Free share plans created on April 30, 2013 Free share plans created on July 25, 2013 Pursuant to the authorizations granted by Rexel’s Pursuant to the authorizations granted by Rexel’s Ordinary and Extraordinary Shareholders’ Meeting Ordinary and Extraordinary Shareholders’ Meeting held on May 16, 2012 and by the Supervisory Board held on May 22, 2013 and by the Supervisory Board on April 30, 2013, the Management Board, at its on July 25, 2013, the Management Board, at its meeting of April 30, 2013, decided to grant 2,574,729 meeting of July 25, 2013, decided to grant 78,410 free Rexel shares under four plans. free Rexel shares under two plans. On April 30, 2013, further to the authorization granted The table below summarizes the free shares to the Management Board to carry out the allotment al lotments carried out during the financial year of free shares, the Supervisory Board decided that ended December 31, 2013: KEY KEY OPERATING OPERATING KEY MANAGERS KEY MANAGERS PLAN MANAGERS 2+2 MANAGERS 4+0 MANAGERS 3+2 MANAGERS 5+0 2+2 4+0 Shareholders’ Meeting May 16, 2012 May 22, 2013 Management Board April 30, 2013 July 25, 2013 Number of beneficiaries 163 324 91 377 9 6 Initial number of free shares 793,310 1,259,819 99,100 422,500 50,694 27,716 allocated Corporate officers • Rudy Provoost(1) 96,682 – – – – – • Catherine Guillouard(2) 42,980 – – – – – Ten first employees(3) 229,544 307,300 13,000 16,000 50,694 (4) 27,716(5) Date of final vesting April 30, April 30, April 30, April 30, July 25, 2015July 25, 2017 2015 2017 2016 2018 Date of transferability of shares May 2, 2017 May 2, 2017 May 2, 2018 May 2, 2018July 26, 2017July 26, 2017 Number of valid shares at – 276,373 – 326,904 – 5,845 December 31, 2016 Number of canceled or expired – 0 – 0 – 0 shares:(6) • Number of vested shares – 276,373 – – – 5,845 at December 31, 2017 Number of valid shares – 0 – 326,904 – 0 at December 31, 2017 (1)Termination of function on June, 30 2016. (2) End of the term of office on February 20, 2017. (3) Considering the number of shares allotted to the employees, the top ten allotments were included. (4) Concerns 9 beneficiaries only. (5) Concerns 6 beneficiaries only. (6) Presence condition not satisfied or performance condition not achieved. The shares al located and not yet del ivered at IFRS 2, prior to the impact of the spreading of the December 31, 2017 may result in the creation of expense over the vesting period (see note 18.1 of 326,904 new shares and therefore give rise to a the Notes to the consolidated financial statements dilution of 0.11%. of the Rexel Group for the financial year ended The valuation of the shares corresponds to the value December 31, 2017). recorded in connection with the implementation of REXEL 2017 – REGISTRATION DOCUMENT 136