CORPORATE GOVERNANCE During the financial year ended December 31, 2017, the beneficiaries permanently vested the shares, under the Key Managers 3+2 of May 22, 2014, provided a presence condition of 3 years and were subject to the following performance conditions: PERFORMANCE OF % THE KEY MANAGERS % PERFORMANCE PERFORMANCE SHARES ACHIEVEMENT SHARES PLANS GRANTED (NOT ACQUIRED IN 2014 WEIGHT OBJECTIVE TRIGGER TARGET MAXIMUM WEIGHTED) (WEIGHTED) 2013-2016 average 40% 5.4% to 25% of shares 100% of 150% of shares 0.0% 0.0% of adjusted EBITA 5.6% vest if the shares vest vest if the margin variation performance if the target performance reaches at is reached reaches at least the target leats the minus 10bps target plus 30 bps 2014-2016 Average 30% 76.2% 50% of shares 100% of 150% of shares 101.8% 31% ratio of free cash vest if the shares vest vest if the flow before interests performance if the target performance and taxes to EBITDA reaches at is reached reaches at 3 least 90% of least 120% of the target the target TSR (Companies 30% 70th 25% of shares 100% of Maximum level 0.0% 0.0% of Stoxx Europe percentile vest if the shares of vesting is TMI “Electronic Rexel’s TSR vest if the 150% if the & Electrical performance Rexel’s TSR Rexel’s TSR Equipment”, and reaches at performance performance Wolseley; Farnell; least the 40th reaches at reaches at Grainger; Anixter; percentile of least the least the Electrocomponents the panel 70 percentileth 90 percentileth and Wesco of the panel of the panel International) 31% During the financial year ended December 31, 2017, the following shares finally vested in favor of the corporate officers of the Rexel Group under the Key Managers 3+2 plan providing for a 3-year vesting period: BENEFICIARY NUMBER OF VESTED SHARES Patrick Berard 6,150 REXEL 2017 – REGISTRATION DOCUMENT 139