COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 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 Non-compete Not applicable indemnity Supplemental No payment Considering the career of Patrick Berard (born in 1953) and his seniority (he retirement plan joined the Rexel Group in 2003), the Board of Directors decided on July 1, 2016 not to suspend the supplemental defined-benefit retirement plan, in which Patrick Berard has been maintained in his capacity as an employee prior to accepting the duties of corporate officer. In order to comply with article L.225-42-1 of the French Commercial Code, the Board of Directors decided that the contingent rights that may be acquired by Patrick Berard in respect of his duties as Chief Executive Officer in connection with this scheme would only be granted subject to the achievement of annual performance criteria. The performance criteria determined by the Board of Directors of July 1, 2016 have been aligned with those of the annual variable compensation of the Chief Executive Officer (financial portion and individual portion). The performance criteria shall be considered as satisfied if the payment level of the annual variable compensation reaches at least 60% of the target variable compensation for the relevant financial year. The Board of Directors of February 13, 2018 acknowledged the achievement of the performance criteria for the 2017 financial year (the payment level of the variable compensation for 2017 having reached 124.8%). The activity period and the compensation received in respect of the duties of corporate officer over the considered period shall therefore be taken into consideration for the calculation of the contingent rights (within the limitations provided by the retirement plan described in paragraph 3.2.3.2 “Compensation and other benefits of Chief Executive Officer, Patrick Berard, in respect of the financial year 2017” of the Registration document). 6 REXEL 2017 – REGISTRATION DOCUMENT 307