FINANCIAL AND ACCOUNTING INFORMATION 5.2.2 Report of the Statutory Auditors’ Report on the consolidated financial statements for the financial year ended December 31, 2017 This is a translation into English of the Statutory Auditors’ report on the consolidated financial statements of the Company issued in French and is provided solely for the convenience of English speaking users. This statutory Auditors’ report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the information concerning the Group presented in the management report. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. PricewaterhouseCoopers Audit KPMG Audit 63 rue de Villiers Department of KPMG S.A. 92208 Neuilly-sur-Seine Cedex Tour Eqho 2, avenue Gambetta 92066 Paris-La Défense Rexel S.A. Statutory Auditors’ Report on the consolidated financial statements For the year ended December 31, 2017 To the Shareholders of Rexel S.A., period from January 1, 2017 to the date of our report and specifically we did not provide any prohibited 5 Opinion non-audit services referred to in Article 5(1) of In compliance with the engagement entrusted to us Regulation (EU) No 537/2014 or in the French by your Annual General Meeting, we have audited Code of Ethics (Code de déontologie) for Statutory the accompanying consolidated financial statements Auditors. of Rexel S.A. for the year ended December 31, 2017. Justification of Assessments - Key Audit Matters In our opinion, the consolidated financial statements In accordance with the requirements of Articles give a true and fair view of the assets and L.823-9 and R.823-7 of the French Commercial Code liabilities and of the financial position of the Group (Code de commerce) relating to the justification of as of December 31, 2017 and of the results of its our assessments, we inform you of the key audit operations for the year then ended in accordance matters relating to risks of material misstatement with International Financial Reporting Standards as that, in our professional judgment, were of most adopted by the European Union. significance in our audit of the consolidated financial The audit opinion expressed above is consistent statements of the current period, as well as how we with our report to the Audit Committee. addressed those risks. Basis for Opinion These matters were addressed in the context of our audit of the consolidated financial statements as a Audit Framework whole, and in forming our opinion thereon, and we We conducted our audit in accordance with do not provide a separate opinion on specific items professional standards appl icable in France. We of the consolidated financial statements. believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Measurement of the recoverable amount opinion. of goodwill and other intangible assets with indefinite useful lives Our responsibi l ities under those standards are further described in the Statutory Auditors’ Description of risk Responsibilities for the Audit of the Consolidated As of December 31, 2017, goodwi l l and other Financial Statements section of our report. intangible assets with indefinite useful lives were recorded in the balance sheet for a net carrying Independence amount of €3,914.9 mi l l ion and €827.4 mi l l ion, We conducted our audit engagement in compliance respectively, representing a total of 47% of the with independence rules applicable to us, for the Group’s total assets. An impairment test for these REXEL 2017 – REGISTRATION DOCUMENT 271