FINANCIAL AND ACCOUNTING INFORMATION The actual 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 Maximum number of shares granted on April 30, 2013 793,310 1,259,819 99,100 422,500 2,574,729 Delivery date July 27, 2015 July 26, 2017 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) 2016 adjustment – 9,404 – 11,174 20,578 Forfeited in 2016 – – (3,100) (11,170) (14,270) Delivered in 2016 – – (77,900) (77,900) Delivered in 2017 – (282,218) – – (282,218) Total maximum number of shares granted as of December 31, 2017 – – – 326,904 326,904 The share price used as the basis of social year period (until May 23, 2018), the so-cal led contribution of 30% amounts to €13.70. “2+2 Plan”; 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- REXEL 2017 – REGISTRATION DOCUMENT 290