CORPORATE GOVERNANCE The table below summarizes the free shares allotments carried out during the financial year ended December 31, 2016: PLAN REXEL 2016 3+2 REXEL 2016 4+0 Shareholders’ Meeting May 25, 2016 Board of Directors June 23, 2016 Number of beneficiaries 222 524 Initial number of free shares allocated 741,500 1,079,125 Corporate officers • Patrick Berard 85,000(1) – • Catherine Guillouard(2) 58,200(3) – Ten first employees(4) 258,900 Date of final vesting June 23, 2019 June 23, 2020 Date of transferability of shares June 24, 2021 June 24, 2020 Number of valid shares at December 31, 2016 638,142 1,044,167 Number of canceled or expired shares:(5) 151,908 74,552 • Number of vested shares at December 31, 2017 – – Number of valid shares at December 31, 2017 486,234 969,615 (1)Adjusted amount: 87,876. The number of performance shares still under vesting on July 1, 2016 has 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 is to protect 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. (2) End of the term of office on February 20, 2017. (3) 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. (4) Given the number of shares allocated to employees, the ten first allocations have been indicated. (5) Condition of presence not met or condition of performance not achieved. The shares al located and not yet del ivered at taking into account the assessment period of the December 31, 2017 may result in the creation of TSR criteria. 1,455,849 new shares and therefore give rise to a dilution of 0.48%. Free shares granted in the financial year ended December 31, 2017 The valuation of the free shares corresponds to the value recorded in connection with the Free shares plans created on May 23, 2017 implementation of IFRS 2, prior to the impact of the The extraordinary shareholders’ meeting of May 25, spreading of the expense over the vesting period 2016, authorized the Board of Directors to carry out (see note 18.1 of the Notes to the consol idated the free share allocation. The Board of Directors of financial statements of the Rexel Group for the May 23, 2017 decided to al lot 1,873,975 free Rexel financial year ended December 31, 2017). shares in connection with two plans. During the financial year ended December 31, 2017, On May 23, 2017, in connection with the authorization no share was vested permanently. granted to the Board of Directors to carry out the al location of free shares, the Board of Directors For information purposes, the performance of the decided that Chief Executive Officer, who wil l be June 23, 2016 plans will be known during the financial the beneficiary of an allocation of free shares, shall year ending December 31, 2019 (i.e., subsequent retain 20% of such shares in the registered form until to the publication of this Registration document) the end of his term of office. REXEL 2017 – REGISTRATION DOCUMENT 142