FINANCIAL AND ACCOUNTING INFORMATION The effective delivery of these bonus shares is subject to service, performance and market conditions set forth in the plan as described below: Vesting conditions Two-year service condition from grant Three-year service condition from TOTAL date and performance conditions grant date and performance conditions based on: based on: (i) 2013/2015 Adjusted EBITA margin (i) 2013/2016 Adjusted EBITA margin increase, increase, (ii) average free cash flow before (ii) average free cash flow before interest and tax to EBITDA between interest and tax to EBITDA between 2014 and 2015, 2014 and 2016, (iii) Rexel share market performance (iii) Rexel share market performance compared to peers. compared to peers. Plan 2+2 4+0 3+2 4+0 Delivery date May 23, 2016 May 23, 2018 May 23, 2017 May 23, 2018 Share fair value at grant date May 22, 2014(1) 13.49 12.14 12.78 12.11 Maximum number of shares granted on May 22, 2014 348,980 471,524 348,980 471,524 1,641,008 Forfeited in 2014 (4,263) (11,963) (4,263) (11,963) (32,452) Forfeited in 2015 (18,021) (96,041) (18,021) (96,041) (228,124) Total maximum number of shares granted as of December 31, 2015 326,696 363,520 326,696 363,520 1,380,432 2016 adjustment (2) 12,433 11,111 12,433 35,977 Forfeited in 2016 (211,093) (244,423) (115,421) (43,162) (614,099) Delivered in 2016 (115,603) – – – (115,603) Total maximum number of shares granted as of December 31, 2016 – 131,530 222,386 332,791 686,707 Forfeited in 2017 – (7,397) (155,726) (236,525) (399,648) Delivered in 2017 – – (66,660) – (66,660) Maximum number of shares granted on December 31, 2017 – 124,133 – 96,266 220,399 (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 2013 Furthermore, on Apri l30, 2013, Rexel entered On April 30, and July 25, 2013, Rexel entered into into free share plans for its operational managers free share plans for its key executives & managers amounting to a maximum of 521,600 shares. amounting to a maximum of 2,131,539 shares. According to these plans, these employees will either According to these plans, these employees and be eligible to receive Rexel shares three years after executives wil l either be eligible to receive Rexel the grant date (May 2, 2016) these being restricted shares two years after the grant date these being for an additional two-year period (May 2, 2018), the restricted for an additional two-year period, the so-cal led “3+2 Plan”, or five years after the grant so-called “2+2 Plan”, or four years after the granting date with no subsequent restrictions, the so-called date with no subsequent restrictions, the so-called “5+0 Plan”. “4+0 Plan”. REXEL 2017 – REGISTRATION DOCUMENT 244