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 Four-year service condition from grant TOTAL from grant date and performance date and performance conditions conditions based on: based on: (i) 2016/2019 average growth of EBITA (i) 2016/2019 average growth of EBITA in value, in value, (ii) 2016/2019 average Organic Sales (ii) 2016/2019 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 2017 to 2019, between 2017 to 2019, (iv) Rexel share market performance (iv) Rexel share market performance compared to peers. compared to peers. Plan 3+2 4+0 Delivery date May 24, 2020 May 24, 2021 Maximum number of shares granted on May 23, 2017 643,200 1,230,775 1,873,975 Forfeited in 2017 (26,200) (49,675) (75,875) Maximum number of shares granted on December 31, 2017 617,000 1,181,100 1,798,100 The share price used as the basis of social tax reassessment amounts to €32 mil lion, would contribution of 30% wil l correspond to the one at result in a potential reduction of the consolidated delivery date. tax losses carried forward. The Administrative Court decided in March 2016 that Rexel’s position was 5.3 Tax litigations correct. Tax authorities lodged an appeal against Fol lowing a tax audit, Rexelreceived in that judgment in July 2016. December 2011 a proposed tax reassessment in which the French tax authorities al lege that Rexel 5.4 Auditors’ fees did not give evidence that the borrowings from Ray The Auditors’ fees amount to €1.3 mil lion for 2017 Finance LP (subsidiary of Ray Investment SARL, compared with €1.3 million in 2016. the parent company of Rexel from 2005 to 2007) amounting to €952 mil lion were real transactions; 5.5 Subsequent events they also al lege that Ray Finance LP enjoyed a At the presentation date of financial statements, privileged tax regime and deny by those means there have been no subsequent events after the deduction of €91 mi l l ion interests expense December 31, 2017 tat would have a significant related to years 2005 to 2007. Rexel disputes the impact on Rexel’s financial situation. whole argumentation. The tax risk related to this REXEL 2017 – REGISTRATION DOCUMENT 294