CORPORATE GOVERNANCE The table below summarizes the performance criteria adopted and the method used in order to determine their impact on the future vesting of the performance shares of these plans: CRITERIA WEIGHT TRIGGER TARGET MAXIMUM COMMENTS Average growth of 30% 50% of shares 100% of shares 150% of shares Calculation on EBITA in value 2016- vest if the average vest if the target is vest if the average a linear basis 2019 performance reached performance between the reaches 75% of reaches or points target exceeds 125% of target Average organic sales 30% 50% of shares 100% of shares 150% of shares Calculation on growth 2016-2019 vest if the average vest if the target is vest if the average a linear basis performance reached performance between the reaches 75% of reaches or points target exceeds 125% of target Average between 20% 50% of shares 100% of shares 150% of shares Calculation on the years 2017, 2018 vest if the average vest if the target is vest if the average a linear basis and 2019 of ratio of performance reached performance between the free cash flow before reaches 90% of reaches or points interest and taxes to target exceeds 120% of EBITDA target 2017-2020 Total 20% 50% of shares 100% of shares 150% of shares Calculation on Shareholder Return vest if the Rexel’s vest if the Rexel’s vest if the Rexel’s a linear basis (TSR) TSR performance TSR performance TSR performance between the reaches the reaches the reaches at least points median of the 70 percentile ofth the 90 percentileth panel the panel of the panel 100% The performance level of each criterion is combined with the weight of each criterion in order to obtain a weighted global level of performance. In any case, said global level is limited to 100% of the initial grant. During the financial year ended on December 31, L.225-123 of the French Commercial Code, shares 2017, no share was permanently vested. fully paid up that have been held in a registered form For information purposes, the performance of the for 2 years at the name of the same shareholder do May 23, 2017 plans will be known during the financial not benefit from double voting rights. year ending December 31, 2020 (i.e., subsequent to the publication of this Registration document) 3.7.4 Control structure taking into account the assessment period of the The creation of Committees of the Board of TSR criteria. Directors, the appointment of independent Directors and at the Committees of the Board of Directors, the 3.7.2.7 Aggregate dilution performance of reviews of the operation and work The number of shares freely al located by Rexel of the Board of Directors and of its Committees, in which have not yet been delivered may result in accordance with the rules described in Chapter 3 the creation of 5,001,695 new shares, representing “Corporate Governance” of this Registration 1.65% of the share capital and voting rights of Rexel document, enable Rexel, inter alia, to avoid being at December 31, 2017. controlled in an “abusive manner” within the meaning of European Commission Regulation N°809/2004 dated April 29, 2004. 3.7.3 Shareholders’ voting rights Each share of Rexel entitles the holder to one vote. 3.7.5 Agreements potentially leading to a Consequently, as of the date of this Registration change of control document, the Rexel’s shareholders hold the same number of voting rights as the number of shares they Rexel is not aware of any other agreements between own. Pursuant to the option provided for in article its shareholders. REXEL 2017 – REGISTRATION DOCUMENT 144