COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 are described in paragraph 3.3.1 of the Registration the benefits of any kind attributable to the Chairman document of the Company for the financial year of the Board of Directors and to the Chief Executive ended December 31, 2017 and in the special report Officer. of the auditors, reproduced in the said Registration document. 2.5 Approval of the fixed, variable and We therefore invite you to approve this resolution. exceptional components making up the total compensation and the benefits of any kind paid 2.4 Approval of the principles and criterion or allocated in respect of the 2017 financial year for the determination, the breakdown and the to the non-executive and executive corporate allocation of fixed, variable and exceptional officers (seventh to ninth resolutions) components making up the total compensation In accordance with Article L.225-100 of the French and the benefits of any kind attributable to the Commercial Code, as revised by the provisions of Chairman of the Board of Directors and the Chief the law n°2016-1691 of December 19, 2016, said Executive Officer (fifth and sixth resolutions) “Sapin I I”, the seventh to ninth resolutions submit In accordance with Article L.225-37-2 of the French to the shareholders’ approval the fixed, variable Commercial Code, the principles and criterion for and exceptional components making up the total the determination, the breakdown and the allocation compensation and the benefits of any kind paid or of fixed, variable and exceptional components allocated for the financial year ended December 31, making up the total compensation and the benefits 2017 to Ian Meakins, Chairman of the Board of of any kind attributable to the Chairman of the Directors, Patrick Berard, Chief Executive Officer Board of Directors and the Chief Executive Officer and Catherine Guil louard, Deputy Chief Executive are presented in paragraph 3.2.2 “Compensation Officer until February 20, 2017. pol icy appl icable to Corporate Officers for the The relevant items of compensation relate 2018 financial year submitted to the approval of to:(i) the fixed compensation, (ii) the annual the shareholders (Article L.225-37-2 of the French variable compensation and, as the case may be, Commercial Code)” of the Registration document the multiannual variable compensation with the of the Company for the financialyear ended objectives contributing to the setting of this variable December 31, 2017. compensation, (iii) exceptional compensation and This paragraph outl ines the principles of the (iv) the benefits in kind. compensation pol icy and the principles and The above-mentioned elements of compensation criterion for the determination, the breakdown and are set out in Section 3.2.4 “Fixed, variable and the allocation of the different components making exceptional components making up the total up the total compensation attributable by type of compensation and the benefits of all kind submitted functions. to the approval of the shareholders (Article L.225- We therefore invite you to approve these 100 of the French CommercialCode)” of the principles and determination criterion, breakdown Registration document for the financial year ended and al location of fixed, variable and exceptional December 31, 2017 are set forth below. components making up the total compensation and REXEL 2017 – REGISTRATION DOCUMENT 304