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: 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 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) 2016 adjustment 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) Forfeited in 2017 – (7,397) (155,726) (236,525) (399,648) Delivered in 2017 – – (66,660) – (66,660) 5 Maximum number of shares granted on December 31, 2017 – 124,133 – 96,266 220,399 The share price used as the basis of social • Either three years after the grant date (July 29, contribution of 30% amounts to respectively €13.49, 2018), these being restricted for an additional two- €12.14, €12.78 and €12.11. year period (until July 29, 2020), the so-cal led “3+2 Plan”; Plans issued in 2015 On July 28, 2015, Rexel entered into free share • Or four years after the grant date (July 29, 2019) plans for key executives & managers amounting with no subsequent restrictions, the so-cal led to a maximum of 1,798,393 shares. According to “4+0 Plan”. these plans, the beneficiaries wil l be el igible to receive Rexel shares depending on their country of residence: REXEL 2017 – REGISTRATION DOCUMENT 291