FINANCIAL AND ACCOUNTING INFORMATION The actual delivery of these bonus shares is subject to service, performance and market conditions as described below: Vesting conditions Three-year service condition from Four-year service condition from grant TOTAL grant date and performance conditions date and performance conditions based on: based on: (i) 2014/2017 average EBITA margin (i) 2014/2017 average EBITA margin variation, variation, (ii) average free cash flow before (ii) average free cash flow before interest and tax to EBITDA between interest and tax to EBITDA between 2015 to 2017, 2015 to 2017, (iii) Rexel share market performance (iii) Rexel share market performance compared to peers. compared to peers. Plan 3+2 4+0 Delivery date July 29, 2018 July 29, 2019 Maximum number of shares granted on July 28, 2015 795,775 1,002,618 1,798,393 Forfeited in 2015 (6,325) (34,275) (40,600) 2016 adjustment 26,760 32,913 59,673 Forfeited in 2016 (252,286) (123,309) (375,595) Forfeited in 2017 (143,428) (98,000) (241,428) Maximum number of shares granted on December 31, 2017 420,496 779,947 1,200,443 The share price used as the basis of social receive Rexel shares depending on their country of contribution of 30% amounts to respectively €10.17 residence: and €10.71. Either three years after the grant date (June 24, • Plans issued in 2016 2019), these being restricted for an additional two- year period (until June 24, 2021), the so-cal led On June 23, 2016, Rexel entered into free share “3+2 Plan”; plans for key executives & managers amounting Or four years after the grant date (June 24, 2020) to a maximum of 1,820,625 shares. According to • these plans, the beneficiaries wil l be el igible to with no subsequent restrictions, the so-cal led “4+0 Plan”. REXEL 2017 – REGISTRATION DOCUMENT 292