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: MEMBERS OF GROUP EXECUTIVE COMMITTEE BENEFICIARIES AND TOP MANAGERS OPERATIONAL MANAGERS TOTAL Vesting conditions Two-year service condition from grant Three-year service condition from date and performance conditions grant date based on: (i) 2013 Adjusted EBITA, (ii) 2012/2014 Adjusted EBITA margin increase, (iii) average free cash flow before interest and tax to EBITDA between 2013 and 2014, (iv) free cash flow before interest and tax 2013, and (v) Two-year service condition from grant date and Rexel share performance compared with a panel of shares from firms of the same activity segment conditions. Plan 2+2 4+0 3+2 5+0 Delivery date May 4, 2015 May 2, 2017 May 2, 2016 May 2, 2018 Share fair value at grant date April 30, 2013(1) 13.70 12.04 14.37 12.71 Maximum number of shares granted on April 30, 2013 793,310 1,259,819 99,100 422,500 2,574,729 5 Delivery date July 27, 2015 July 26, 2017 Share fair value at grant date July 25, 2013 15.73 14.07 Maximum number of shares granted on July 25, 2013 50,694 27,716 78,410 Total maximum number of shares granted in 2013 844,004 1,287,535 99,100 422,500 2,653,139 Forfeited in 2013 (368,148) (563,165) (11,100) (18,200) (960,613) Forfeited in 2014 (155,619) (274,550) - (31,500) (461,669) Forfeited in 2015 (119,717) (177,006) (7,000) (45,900) (349,623) Delivered in 2015 (200,520) – – – (200,520) Total maximum number of shares granted as of December 31, 2015 – 272,814 81,000 326,900 680,714 2016 adjustment (2) – 9,404 – 11,174 20,578 Forfeited in 2016 – – (3,100) (11,170) (14,270) Delivered in 2016 – – (77,900) (77,900) Total maximum number of shares granted as of December 31, 2016 – 282,218 – 326,904 609,122 Delivered in 2017 – (282,218) – – (282,218) Total maximum number of shares granted as of December 31, 2017 – – – 326,904 326,904 (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. REXEL 2017 – REGISTRATION DOCUMENT 245