FINANCIAL AND ACCOUNTING INFORMATION The effective delivery of these bonus shares is subject to service, performance and market conditions as described below: 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) 2014/2017 average EBITA margin (i) 2014/2017 average EBITA margin variation, variation, (ii) average free cash flow before (ii) average free cash flow before interest and tax to EBITDA between interest and tax to EBITDA between 2015 to 2017, 2015 to 2017, (iii) Rexel share market performance (iii) Rexel share market performance compared to peers. compared to peers. Plan 3+2 4+0 Delivery date July 29, 2018 July 29, 2019 Share fair value at grant date July 28, 2015(1) 10.56 9.91 Maximum number of shares granted on July 28, 2015 795,775 1,002,618 1,798,393 Forfeited in 2015 (6,325) (34,275) (40,600) Total maximum number of shares granted as of December 31, 2015 789,450 968,343 1,757,793 2016 adjustment (2) 26,760 32,913 59,673 Forfeited in 2016 (252,286) (123,309) (375,595) 5 Total maximum number of shares granted as of December 31, 2016 563,924 877,947 1,441,871 Forfeited in 2017 (143,428) (98,000) (241,428) Maximum number of shares granted on December 31, 2017 420,496 779,947 1,200,443 (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 2014 • Three years after the grant date (May 23, 2017), On May 22, 2014, Rexel entered into free share these being restricted for an additional two- plans for key executives & managers amounting year period (until May 23, 2019), the so-cal led to a maximum of 1,641,008 shares. According to “3+2 Plan”; these plans, the beneficiaries will either be eligible to Four years after the grant date (May 23, 2018) • receive Rexel shares: with no subsequent restrictions, the so-cal led Two years after the grant date (May 23, 2016), “4+0 Plan”. • these being restricted for an additional two- year period (until May 23, 2018), the so-cal led “2+2 Plan”; REXEL 2017 – REGISTRATION DOCUMENT 243