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) 2015/2018 average growth of EBITA (i) 2015/2018 average growth of EBITA in value, in value, (ii) 2015/2018 average Organic Sales (ii) 2015/2018 average Organic Sales Growth, Growth, (iii) average free cash flow before (iii) average free cash flow before interest and tax to EBITDA interest and tax to EBITDA between 2016 to 2018, between 2016 to 2018, (iv) Rexel share market performance (iv) Rexel share market performance compared to peers. compared to peers. Plan 3+2 4+0 Delivery date June 24, 2019 June 24, 2020 Maximum number of shares granted on June 23, 2016 741,500 1,079,125 1,820,625 2016 adjustment 25,142 36,695 61,837 Forfeited in 2016 (128,500) (71,653) (200,153) Forfeited in 2017 (151,908) (74,552) (226,460) Maximum number of shares granted on December 31, 2017 486,234 969,615 1,455,849 5 The share price used as the basis of social receive Rexel shares depending on their country of contribution of 30% wil l correspond to the one at residence: delivery date. Either three years after the grant date (May 24, • Plans issued in 2017 2020), these being restricted for an additional two-year period (until May 24, 2022), the so-called On May 23, 2017, Rexel entered into free share “3+2 Plan”; plans for key executives & managers amounting Or four years after the grant date (May 24, 2021) to a maximum of 1,873,975 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 293