FINANCIAL AND ACCOUNTING INFORMATION 17. Dividends the principal characteristics of which are described below: FOR THE YEAR ENDED DECEMBER 31, Plans issued in 2017 2017 2016 On May 23, 2017, Rexel entered into free share Dividends on ordinary shares €0.40 €0.40 plans for key executives & managers amounting Dividends paid to a maximum of 1,873,975 shares. According to (in millions of euros) 120.8 120.3 these plans, the beneficiaries wil l be el igible to of which: receive Rexel shares depending on their country of • dividends paid in cash 120.8 120.3 residence: • dividends paid in shares – – either three years after the grant date (May 24, • 2020), these being restricted for an additional 18. Share based payments two-year period (until May 24, 2022), the so-called “3+2 Plan”, 18.1 Bonus share plans or four years after the grant date (May 24, 2021) • In addition to its employee long-term profit sharing with no subsequent restrictions, the so-cal led policy, Rexel has annual bonus share plans in place; “4+0 Plan”. The actual delivery of these bonus shares is subject to service, performance and market conditions as described below: Vesting conditions Three year service condition Four year service condition from grant TOTAL from grant date and performance date and performance conditions conditions based on: based on: 5 (i) 2016/2019 average growth of EBITA (i) 2016/2019 average growth of EBITA in value, in value, (ii) 2016/2019 average Organic Sales (ii) 2016/2019 average Organic Sales Growth, Growth, (iii) average free cash flow before (iii) average free cash flow before interest and tax to EBITDA interest and tax to EBITDA between 2017 to 2019, between 2017 to 2019, (iv) Rexel share market performance (iv) Rexel share market performance compared to peers. compared to peers. Plan 3+2 4+0 Delivery date May 24, 2020 May 24, 2021 Share fair value at grant date May 23, 2017(1) 12.75 12.34 12.48 Maximum number of shares granted on May 23, 2017 643,200 1,230,775 1,873,975 Forfeited in 2017 (26,200) (49,675) (75,875) Maximum number of shares granted on December 31, 2017 617,000 1,181,100 1,798,100 (1)The fair value of Rexel’s shares was computed based on a Monte Carlo model which simulates the evolution of Rexel and panel shares quotations at the end of the three or four-year vesting period. The effect of restrictions attached to the dividend rights until the delivery date of the shares to the beneficiaries was computed in the fair value calculation. REXEL 2017 – REGISTRATION DOCUMENT 241