COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Allocation: Rexel Group in its structural capacity to generate •5% to the statutory reserve €714,063.05 substantial cash flow throughout the whole cycle. • Dividend €126,862,599.36 The shareholders are also reminded that: •Balance, to the carry Income distributed to shareholders who are • forward account €3,284,521.20 individuals fiscally domiciled in France is subject Total €130,861,183.61 to income tax at a flat rate of 12.8% (flat rate tax) The “carry forward” account would therefore or, on a global option exercised in the income tax amount to €3,284,521.20. return, to the progressive scale of income tax (after 40% deduction) and is subject, in accordance with The treasury shares held by the Company, at the the provisions of Article 117 quater of the French date of payment of the distribution, wil l not give General Tax Code, to a mandatory withholding tax right to this dividend and the amount corresponding of 12.8%, which is non-dischargeable, chargeable to such shares held by the Company would remain to the tax due the following year and, in the event allocated to the “carry forward” account. of a surplus, refundable; It is suggested to pay in respect of each of the shares • Subject to some conditions (related to the making up the share capital and conferring rights to amount of the fiscal reference revenue being dividends, a dividend of €0.42. below some thresholds), shareholders who are individuals fiscally domiciled in France may apply Dividend detachment from the share on the for exemption from the withholding. Euronext Paris regulated market would take place on July 4, 2018. The dividend payment would take The shareholders are also reminded that, social place on July 6, 2018. security contributions on dividends paid to individuals fiscally domiciled in France are withheld at source by In case of transfer of shares occurring between the the paying institution, when the latter is established date of the Shareholders’ Meeting and the date of in France, and paid to the Treasury within the first payment, the rights to dividend will be acquired by fifteen days of the month fol lowing the month in the shareholder owning the shares on the day prior which the dividends are paid. These social security to the date of detachment of the dividend. contributions are due at a rate of 17.2%. 6 The contemplated distribution is in line with Rexel’s During the last three financial years, the Company pol icy consisting in distributing at least 40% of has distributed the fol lowing amounts to the its net recurring profit, reflecting the trust of the shareholders: 2016 2015 2014 Dividend per share 0.40 euro (1) 0.40 euro 0.75 euro (1) Number of shares eligible 302,056,728 300,767,957 291,279,888 Total distribution €120,822,691 (1) €120,307,183 €218,459,916 (1) (1)Amounts eligible for the 40% tax rebate that individuals residing in France for tax purposes benefit from, in accordance with Article 158-3-2° of the French General Tax Code. We suggest that you approve this resolution. the Company and must be submitted for approval at the ordinary Shareholders’ Meeting of the Company. 2.3 Related-party agreements New related-party agreement(s) (fourth resolution) The fourth resolution concerns the approval of No new related-party agreements were entered related-party agreements as defined in Articles into during the course of the financial year ended L.225-38 et seq. of the French Commercial Code, December 31, 2017, meaning the related-party agreements that were Related-party agreements previously authorized authorized by the Board of Directors prior to their with continuing effect during the financial year conclusion. ended December 31, 2017 In accordance with the provisions of Article L.225-40 The agreements entered into in previous financial of the French Commercial Code, these agreements years and the performance of which continued are the subject of a report of the statutory auditors of during the financial year ended December 31, 2017 REXEL 2017 – REGISTRATION DOCUMENT 303