FINANCIAL AND ACCOUNTING INFORMATION Plans issued in 2016 two-year period (until June 24, 2021), the so- On June 23, 2016, Rexel entered into free share called “3+2 Plan”, plans for key executives & managers amounting or four years after the grant date (June 24, 2020) • to a maximum of 1,820,625 shares. According to with no subsequent restrictions, the so-cal led these plans, the beneficiaries wil l be el igible to “4+0 Plan”. receive Rexel shares depending on their country of residence: The actual delivery of these bonus shares is subject to service, performance and market conditions as •either three years after the grant date (June 24, described below: 2019), these being restricted for an additional Vesting conditions Three-year service condition from Four-year service condition from grant TOTAL grant date and performance conditions date and performance conditions based on: based on: (i) 2015/2018 average growth of EBITA (i) 2015/2018 average growth of EBITA in value, in value, (ii) 2015/2018 average Organic Sales (ii) 2015/2018 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 2016 to 2018, between 2016 to 2018, (iv) Rexel share market performance (iv) Rexel share market performance compared to peers. compared to peers. Plan 3+2 4+0 Delivery date June 24, 2019 June 24, 2020 Share fair value at grant date June 23, 2016(1) 10.91 10.50 10.64 Maximum number of shares granted on June 23, 2016 741,500 1,079,125 1,820,625 2016 adjustment (2) 25,142 36,695 61,837 Forfeited in 2016 (128,500) (71,653) (200,153) Maximum number of shares granted on December 31, 2016 638,142 1,044,167 1,682,309 Forfeited in 2017 (151,908) (74,552) (226,460) Maximum number of shares granted on December 31, 2017 486,234 969,615 1,455,849 (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 over three years. The impact of restrictions attached to the dividends until the delivery date of the shares to the beneficiaries was excluded from the fair value. (2) Following the distribution of dividends by deduction of share premium on July 5, 2016 and in accordance with provisions contained in free share plans issued by Rexel, rights granted under such alive plans were adjusted to allow holders to invest the same amount of money as planned at the grant date. Plans issued in 2015 two-year period (until July 29, 2020), the so- On July 28, 2015, Rexel entered into free share called “3+2 Plan”; plans for key executives & managers amounting Or four years after the grant date (July 29, 2019) • to a maximum of 1,798,393 shares. According to with no subsequent restrictions, the so-cal led these plans, the beneficiaries wil l be el igible to “4+0 Plan”. receive Rexel shares depending on their country of residence: •Either three years after the grant date (July 29, 2018), these being restricted for an additional REXEL 2017 – REGISTRATION DOCUMENT 242