CORPORATE GOVERNANCE As a reminder, during the financial year ended plan of May 22, 2014 requiring a presence condition December 31,2016, the beneficiaries havingof 2 years as wel l as the fol lowing performance permanently vested shares under the Transition 2+2 conditions: PERFORMANCE OF % THE TRANSITION % PERFORMANCE PERFORMANCE SHARES ACHIEVEMENT SHARES PLANS GRANTED (NOT ACQUIRED IN 2014 WEIGHT OBJECTIVE TRIGGER TARGET MAXIMUM WEIGHTED) (WEIGHTED) 2013-2015 average 40% 5.4% to 25% of shares 100% of 100% of shares 0.0% 0.0% of adjusted EBITA 5.3% vest if the shares vest vest margin variation performance if the target if the target reaches at is reached is reached least the target minus 10bps 2014-2015 Average 30% 75.2% 50% of shares 100% of 150% of shares 120% 36% 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 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) 36% Free shares granted in the financial year ended On July 28, 2015, in the context of the authorization December 31, 2015 granted to the Board of Directors to carry out the al location of free shares, the Board of Directors Free share plans created on July 28, 2015 decided that the Chief Executive Officer and the Pursant to the authorization granted by Rexel’s Deputy Chief Executive Officer, who are beneficiaries Extraordinary Shareholders’ Meeting held onof an allotment of free shares, shall retain 20% of the July 27, 2015, the Board of Directors at its meeting of vested shares in the registered form until the end of July 28, 2015, decided to grant 1,798,393 Rexel free their term of office. shares under two plans. REXEL 2017 – REGISTRATION DOCUMENT 140