CORPORATE GOVERNANCE During the financial year ended on December 31, 2013 and July 25, 2013, that provided for a two years 2017, the beneficiaries permanently vested shares presence criteria and were subject to the following under Key Managers Rexel 4+0 plan of April 30, performance conditions: PERFORMANCE OF % THE KEY MANAGERS % PERFORMANCE PERFORMANCE SHARES ACHIEVEMENT SHARES PLANS GRANTED (NOT ACQUIRED IN 2013 WEIGHT OBJECTIVE TRIGGER TARGET MAXIMUM WEIGHTED) (WEIGHTED) 2012-2014 EBITA 15% 5.7% 25% of shares 100% of 150% of 0.0% 0.0% margin variation to 6.1% vest if the shares vest shares performance if the target vest if the reaches at is reached performance least the reaches at target minus least the 20bps target plus 20bps 2013 EBITA 45% 804.9 25% of shares 100% of 150% of 90.4% 19.9% vest if the shares vest shares performance if the target vest if the 3 reaches at is reached performance least 85% of reaches at the target least 120% of the target 2013-2014 Average 5% 77.6% 50% of shares 100% of 150% of 99.8% 5.0% ratio of free cash vest if the shares vest shares flow before interest performance if the target vest if the and taxes to reaches at is reached performance EBITDA least 90% of reaches at the target least 150% of the target 2013 Free cash flow 15% 658.4 50% of shares 100% of 150% of 93.8% 10.3% before interest and vest if the shares vest shares taxes performance if the target vest if the reaches at is reached performance least 90% of reaches at the target least 150% of the target TSR (Companies 20% 80th 30% of shares 100% of Maximum 27th 0.0% of Stoxx Europe percentile vest if the shares level of percentile TMI “Electronic Rexel’s TSR vest if the vesting is & Electrical performance Rexel’s TSR 100% Equipment”, and reaches at performance Wolseley; Farnell; least the reaches at Grainger; Anixter; 40 percentileth least the Electrocomponents of the panel 80 percentileth and Wesco of the panel International) 35.2% During the financial year ended December 31, 2017, Free shares granted in the financial year ended no share was vested permanently by the corporate December 31, 2014 officers. Free share plan created on May 22, 2014 For information purposes, the performance shares Pursuant to the authorization granted by Rexel’s permanently vested shares under Key Managers Shareholders’ Meeting of May 22, 2013, the 2+2 plan of April 30, 2013 and July 25, 2013, were Management Board was authorized to proceed with subject to the same performance conditions as Key the al lotment of free shares and on May 22, 2014, Managers 4+0 plan of April 30, 2013 and July 25, after having approved the conversion of Rexel from 2013 above mentioned. REXEL 2017 – REGISTRATION DOCUMENT 137