CORPORATE GOVERNANCE The table below summarizes the free shares allotments carried out during the financial year ended December 31, 2015: PLAN KEY MANAGERS 3+2 KEY MANAGERS 4+0 Shareholders’ Meeting July 27, 2015 Board of Directors July 28, 2015 Number of beneficiaries 172 419 Initial number of free shares allocated 795,775 1,002,618 Mandataires sociaux • Rudy Provoost(1) 120,000(2) – • Catherine Guillouard(3) 58,200(4) – Ten first employees(5) 305,125 Date of final vesting July 28, 2018 July 28, 2019 Date of transferability of shares July 29, 2020 July 29, 2019 3 Number of valid shares at December 31, 2016 563,924 877,947 Number of canceled or expired shares:(6) 143,428 98,000 • Number of vested shares at December 31, 2017 – – Number of valid shares at December 31, 2017 420,496 779,947 (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) These non-vested shares have been canceled upon the departure from the Group of Catherine Guillouard further to the end of her corporate office on February 20, 2017. (5) Given the number of shares allocated to employees, the ten first allocations have been indicated. (6) Condition of presence not met or condition of performance not achieved. Free shares al located and not yet del ivered at Free shares granted in the financial year ended December 31, 2017 may result in the creation of December 31, 2016 1,200,443 new shares and a dilution of 0.40%. The valuation of the shares corresponds to the value Free share plans created on June 23, 2016 recorded in connection with the implementation of IFRS 2, prior to the impact of the spreading of the The Extraordinary Shareholders’ Meeting of May 25, expense over the vesting period (see note 18.1 of 2016, authorized the Board of Directors to carry out the Notes to the consolidated financial statements the free share al location. The Board of Directors, of the Rexel Group for the financial year ended at its meeting of June 23, 2016, decided to allocate December 31, 2017). 1,820,625 Rexel free shares under 2 plans. During the financial year ended on December 31, On June 23, 2016, in the context of the authorization 2017, no share was permanently vested. granted to the Board of Directors to carry out the For information purposes, the performance of the al location of free shares, the Board of Directors July 28, 2015 Key Managers plans wil l be known decided that the Chief Executive Officer and the during the financial year ending December 31, Deputy Chief Executive Officer, who are beneficiaries 2018 (i.e., subsequent to the publ ication of this of an allotment of free shares, shall retain 20% of the Registration document) taking into account the vested shares in the registered form until the end of assessment period of the TSR criteria. their term of office. REXEL 2017 – REGISTRATION DOCUMENT 141