CORPORATE GOVERNANCE CURRENT AUTHORIZATIONS AUTHORIZATIONS PROPOSED TO THE 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 Determination of May 23, 2017 26 months 10% of share capital N/A N/A N/A N/A price of issuances (resolution 26) (July 22, at the date of the carried out by way 2019) decision of the of public offering Board of Directors referred to in section determining the II of Article L.411-2 of issue price per year the French Monetary This maximum to and Financial Code, be deducted from with cancellation the maximum that of the preferential applies to the initial subscription right, up issuance, as well as to a maximum of 10% from the maximum of the share capital provided for by per year resolution 22 Issuance of up to 10% May 23, 2017 26 months 10% of the share N/A N/A N/A N/A of the share capital (resolution 27) (July 22, 2019) capital as at the date in consideration for of the decision of the contributions in kind Board of Directors This maximum to be deducted from the maximum amounts provided for by resolutions number 22 and 23 Capital increase by May 23, 2017 26 months €200,000,000 (i.e., N/A N/A N/A N/A capitalization of share (resolution 30) (July 22, 2019) 40,000,000 shares) premiums, reserves, This maximum not to profits or other deducted from any items that may be maximum capitalized 3.8.2 Securities not representative of share The characteristics of this repurchase plan are as capital follows: As of the date of this Registration document, Rexel RELEVANT SECURITIES SHARES has not issued any securities not representing share Maximum 10% (being specified that the capital. percentage of number of shares acquired share capital by Rexel with a view to being 3.8.3 Treasury shares and purchase by Rexel of that may be retained and subsequently repurchased delivered as payment or its own shares exchange consideration in connection with a merger, Information on the share repurchase plan demerger or contribution may approved by the Shareholders’ Meeting of not exceed 5% of Rexel’s share May 23, 2017 capital) Characteristics of the share repurchase plan Maximum number A number of shares representing of securities that up to 10% of the share capital at The Ordinary and Extraordinary Shareholders’may be purchasedthe date of the purchase Meeting of May 23, 2017, authorized the Board of Aggregate €250 million Directors, in accordance with the provisions of maximum amount articles L.225-209 et seq. of the French Commercial of the plan Code and in accordance with articles 241-1 to 241- Maximum price €30 7 of the French financial markets authority (AMF) per share general rules, and with European regulations Duration 18 months, applicable to marker abuse, to purchase or have of the plan i.e. until November 22, 2018 purchased a maximum number of shares of Rexel representing up to 10% of Rexel’s share capital. REXEL 2017 – REGISTRATION DOCUMENT 148