FINANCIAL AND ACCOUNTING INFORMATION 5.3.2 Report of the Statutory Auditors on the company financial statements for the financial year ended December 31, 2017 This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. PricewaterhouseCoopers Audit KPMG Audit 63 rue de Villiers Department of KPMG S.A. 92208 Neuilly-sur-Seine Tour Eqho 2, avenue Gambetta 92066 Paris-La Défense Statutory auditors’ report on the financial statements for the year ended 31 December 2017 To the General Meeting of Shareholders, Opinion Code of ethics (Code de déontologie)for statutory In compliance with the engagement entrusted to us auditors. by your annual general meeting, we have audited the accompanying financial statements of Rexel S.A. Emphasis of Matter for the year ended December 31, 2017. We draw attention to the following matter described 5 In our opinion, the financial statements give a true in Note 2.7 to the financial statements relating and fair view of the assets and liabilities and of the to the impact on the financial statements of the financial position of the Company as at December 31, change of the accounting method related to the first 2017 and of the results of its operations for the year application of regulation ANC 2015-05 on forward then ended in accordance with French accounting contracts and hedging derivatives. Our opinion is principles. not modified in respect of this matter. The audit opinion expressed above is consistent Justification of Assessments – Key Audit Matters with our report to the Audit Committee. In accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code Basis for Opinion (Code de commerce) relating to the justification of Audit Framework our assessments, we inform you of the key audit We conducted our audit in accordance with matters relating to risks of material misstatement professional standards appl icable in France. We that, in our professional judgment, were of most believe that the audit evidence we have obtained is significance in our audit of the financial statements sufficient and appropriate to provide a basis for our of the current period, as well as how we addressed opinion. those risks. Our responsibilities under those standards are further These matters were addressed in the context of our described in the Statutory Auditors’ Responsibilities audit of the financial statements as a whole, and in for the Audit of the Financial Statements section of forming our opinion thereon, and we do not provide our report. a separate opinion on specific items of the financial statements. Independence We conducted our audit engagement in compliance Valuation of investments in related companies with independence rules applicable to us, for the Description of risk period from January 1, 2017 to the date of our report and specifically we did not provide any prohibited Note 2.1 to the financial statements non-audit services referred to in Article 5(1) of As at December 31, 2017, investments in related Regulation (EU) No 537/2014 or in the French companies is recorded in the balance sheet at a net REXEL 2017 – REGISTRATION DOCUMENT 295