COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Patrick Berard, Chief Executive Officer Patrick Berard (Chief Executive Officer) for the financial year ended December 31, 2017 COMPENSATION ITEMS DUE OR ALLOTED AMOUNT OR IN RESPECT OF THE ACCOUNTING FINANCIAL YEAR ENDED VALUATION SUBMITTED PRESENTATION Fixed annual €650,000 The gross fixed annual compensation in respect of the financial year ended compensation on December 31, 2017 determined by the Board of Directors of February 10, 2017, amounts to €650,000. This fixed compensation, determined for the whole term of office, remains unchanged. This compensation has been defined by the Board of Directors based on the career, industry experience and responsibilities of Patrick Berard in this new governance structure, as well as in consideration of the various components of his compensation, and the market practice. See paragraph 3.2.3.2 of this Registration document. Variable annual €973,440 The gross variable annual compensation in respect of the financial year ended compensation on December 31, 2017 determined by the Board of Directors of February 13, 2018, amounts to €973,440. The variable compensation was based for 75% on financial criteria (sales growth in volume, adjusted EBITA in volume, and ATWC) and for 25% on individual criteria. Financial performance stood at 135.6% and individual performance stood at 92.5%. This amount thus corresponds to 124.8% of the target variable compensation (the target variable compensation was determined at 120% of the fixed annual compensation), i.e. 150% of the fixed compensation for the relevant period. For details on the calculation of the variable compensation for 2017, please see paragraph 3.2.3.2 of this Registration document. In accordance with the provisions of article No. L.225-100 of the French Commercial Code, the payment of the 2017 variable compensation will be subject to the approval of the shareholders’ meeting of May 24, 2018. Exceptional Not applicable Patrick Berard does not benefit from any exceptional compensation. compensation Valuation of benefits €6,362 Patrick Berard receives benefits in kind in the amount of €6,362, consisting in kind of a company car. See paragraph 3.2.3.2 of this Registration document. Valuation of €1,275,000 In accordance with authorization granted by Rexel’s Shareholders’ of May 25, the long-term 2016 (resolution No.18), the Board of Directors, at its meeting of May 23, 2017, compensation: decided to allot Rexel performance shares. allocation of Accordingly, 100,000 shares, fully subject to performance criteria, were performance shares allotted to Patrick Berard in 2017. This allotment level corresponds to a full year of exercise of the corporate office of Chief Executive Officer (85,000 performance shares had been allotted in 2016 for a term of office starting as of July 1, 2016). This number of shares is the maximum number of shares that may be vested if the performance conditions are outperformed and corresponds to a maximum vesting percentage of 100%. Such shares represented 0.03% of the share capital and voting rights of Rexel as at December 31, 2017. The specific limitations of allocations for corporate officers have been fulfilled: •the annual value of the performance shares allotted does not exceed 100% of the amount of the annual fixed and variable target compensation for the relevant financial year; and •the number of shares allotted to Patrick Berard has not exceeded 10% of the overall envelope of performance shares allotted to all the beneficiaries. The final vesting of the shares allotted to Patrick Berard is entirely subject to performance conditions, as described in paragraphs 3.2.2, 3.2.3 and 3.7.2.6 of this Registration document. Severance Not applicable indemnities REXEL 2017 – REGISTRATION DOCUMENT 306