CORPORATE GOVERNANCE 3.8 SHARE CAPITAL 3.8.1 Subscribed share capital and authorized The Ordinary and Extraordinary Shareholders’ but unissued share capital Meetings held on May 25, 2016 and May 23, 2017 As at December 31, 2017, Rexel’s share capital granted various authorizations to the Board amounted to €1,516,715,885 divided into 303,343,177 of Directors,which used such powers and shares with a par value of €5 per share, all of the same authorizations as described below. In addition, at class, and all of them fully paid-up and subscribed, its meeting held on February 13, 2018, the Board compared to the share capital of €1,514,490,115 of Directors decided to submit to the approval of divided into 302,898,023 shares of €5 nominal value the Shareholders’ Meeting of May 24, 2018 certain each as at December 31, 2016. projects of delegations and authorizations under the terms described below. CURRENT AUTHORIZATIONS AUTHORIZATIONS PROPOSED TO THE 3 SHAREHOLDERS’ MEETING OF MAY 24, 2018 DATE OF THE GM TERM MAXIMUM RESOLUTION TYPE OF DELEGATION (NO. OF (DATE OF AUTHORIZED USE NO. TERM MAXIMUM AMOUNT RESOLUTION) EXPIRY) AMOUNT AUTHORIZATIONS SUBMITTED FOR RENEWAL TO THE SHAREHOLDERS MEETING OF MAY 24, 2018 EMPLOYEE SHAREHOLDING, ALLOCATION OF SHARE SUBSCRIPTION OR PURCHASE OPTIONS, FREE SHARE ALLOCATIONS Allotment of free May 25, 2016 26 months 1.4% of the share Allotment of June 23, 17 26 1.4% of the share capital performance shares (resolution 18) (July 24, capital as at the date 2016: 1,820,625 shares months as at the date of the 2018) of the decision of the i.e. €9,103,125 decision of the Board of Board of Directors Allotment of May 23, Directors 2017: 1,873,975 shares i.e. €9,369,875 Allotment of free May 25, 2016 26 months 0.3% of the share Allotment of November 18 26 0.3% of the share capital shares to the members (resolution 19) (July 24, capital as at the date 22, 2016 of 223,971 months as at the date of the of the personnel 2018) of the decision of the shares i.e. €1,119,855 decision of the Board of and to the corporate Board of Directors Directors officers members of a shareholding plan Issuance with May 23, 2017 26 months 2% of the share N/A 19 26 2% of the share capital cancellation (resolution 28) (July 22, capital as at the date months as at the date of the of preferential 2019) of the decision of the decision of the Board of subscription rights Board of Directors Directors to the benefit of the This maximum to be This maximum to be members of a share deducted from the deducted from the savings plan maximum of €720M maximum of €720M provided for by provided for by resolution resolution number 22 of the Shareholders’ 22 meeting dated May 23, This maximum to 2017 be deducted from This maximum to be the joint maximum deducted from the joint amount of 2% for maximum amount of 2% resolutions number for resolutions 19 and 20 28 and 29 REXEL 2017 – REGISTRATION DOCUMENT 145