CORPORATE GOVERNANCE a société anonyme with a Supervisory Board and that the Chairman and Chief Executive Officer a Management Board into a société anonyme with and the Deputy Chief Executive Officer who are a Board of Directors, the Shareholders’ Meeting beneficiaries of an al lotment of free shares shal l reiterated such authorization in favor of the Board retain 20% of the vested shares in registered form of Directors. The Board of Directors of May 22, 2014, until the end of their term of office. decided to grant 1,641,008 free Rexel shares under The table below summarizes the free shares four plans. al lotments carried out during the financial year On May 22, 2014, in the context of the authorization ended December 31, 2014: granted to the Board of Directors it was decided PLAN TRANSITION 2+2 TRANSITION 4+0 KEY MANAGERS 3+2 KEY MANAGERS 4+0 Shareholders’ Meeting May 22, 2013 Board of Directors May 22, 2014 Number of beneficiaries 168 368 168 368 Initial number of free shares allocated 348,980 471,524 348,980 471,524 Corporate officers • Rudy Provoost(1) 60,000 60,000(2) – – • Catherine Guillouard(3) 29,100 29,100(4) – – Ten first employees(5) 285 376 Date of final vesting May 22, 2016 May 22, 2018 May 22, 2017 May 22, 2018 Date of transferability of shares May 23, 2018 May 23, 2018 May 23, 2019 May 23, 2018 Number of valid shares at December 31, 2016 – 131,530 222,386 332,791 Number of canceled or expired shares:(6) 7,397 155,726 236,525 – • Number of vested shares at December 31, – – 66,660 – 2017 Number of valid shares at December 31, 2017 – 124,133 0 96,266 (1)Termination of function on June, 30 2016. (2) These unvested shares have been cancelled following the departure of the Chief Executive Officer on June 30, 2016. (3) End of the term of office on February 20, 2017. (4) Adjusted amount: 30,085. The number of performance shares still under vesting on July 1, 2016 had been adjusted by decision of the Chief Executive Officer dated July 5, 2016 (upon delegation of power granted by the Board of Directors on June 23, 2016). This decision aimed ato protecting the rights of beneficiaries and is due to the payment of an amount of €0.40 per share to the shareholders integrally deducted from the “Issue premium” account. (5) Considering the number of shares allotted to the employees, the top ten allotments were included. (6) Presence condition not satisfied or performance condition not achieved. Free 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 220,399 new shares and a dilution of 0.07%. the Notes to the consolidated financial statements The valuation of the shares corresponds to the value of the Rexel Group for the financial year ended recorded in connection with the implementation of December 31, 2017). REXEL 2017 – REGISTRATION DOCUMENT 138