COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Catherine Guillouard, Deputy Chief Executive Officer until February 20, 2017 Catherine Guillouard (Deputy Chief Executive Officer) for the financial year ended December 31, 2017 (proratabasis) ITEMS OF COMPENSATION AMOUNT OR DUE OR ALLOCATED ACCOUNTING IN RESPECT OF THE VALUATION SUBMITTED FINANCIAL YEAR ENDED TO A VOTE PRESENTATION Fixed annual €70,833 The gross fixed annual compensation in respect of the financial year ended compensation December 31, 2017 determined by the Board of Directors of February 10, 2017, remained unchanged (€500,000 on a yearly basis), i.e. €70,833 on a prorata basis from January 1, 2017 to February 20, 2017). See paragraph 3.2.3.3 of this Registration document. Variable annual €69,487 The target variable compensation, determined for the whole term of office, compensation remains unchanged (i.e., 90% of the fixed compensation). The gross variable annual compensation in respect of the financial year ended December 31, 2017 determined by the Board of Directors based on the financial statements on June 30, 2017, is €69,487 (prorata temporis) from January 1, 2017 to February 20, 2017. The variable compensation was based for 65% on financial criteria (sales growth in volume, adjusted EBITA in volume and ATWC) and for 35% on individual criteria. Financial performance stood at 119.3% and individual performance stood at 90%. This amount thus corresponds to 109% of the target variable compensation (the target variable compensation was determined at 90 % of the fixed annual compensation ), i.e. 98% of the fixed compensation. For details on the calculation of the variable compensation for 2017, please see paragraph 3.2.3.3 of this Registration document. The payment of this variable compensation is subject to the approval of the shareholders’ meeting of May 24, 2018. Exceptional Not applicable Catherine Guillouard did not benefit from any exceptional compensation. compensation Medium-term €28,905 Catherine Guillouard benefited since 2016 of a medium-term collective collective savings savings scheme, which included: scheme An annual component: a contribution based on the fixed and variable • compensation received during the relevant year , thus taking into account(1) the yearly performance achieved: – 20% on the portion of compensation ranging between 4 and 20 PASS;(2) – 10% on the portion of compensation ranging between 20 and 40 PASS. In 2017, this contribution amounted, for Catherine Guillouard, to €28,905 (calculation based on reference compensation of €384,371(3), i.e., fixed compensation of €70,833 and variable compensation for 2016 paid in 2017 of €313,538). •An exceptional component in order to take into account the length of service and the restructuring of the compensation policy of the Group’s top managers. As such, Deputy Chief Executive Officer Catherine Guillouard was able to benefit from an exceptional contribution of €81,765 per year during 3 years as of 2016, subject to service conditions as at December 31 of each year. No exceptional item has been paid in respect of 2017 (and will not be paid in respect of 2018), since the presence criteria on December 31, 2017 have not been complied with. These contributions are paid by Rexel partly on mid-term investment vehicle (such as life insurance), and partly in cash (in order for the beneficiary to pay for taxes and social contributions due in respect of all of the contribution). See paragraph 3.2.3.3 of this Registration document. Benefits of any kind €18,269 Catherine Guillouard received benefits in kind amounting to €1,080, for a company car and €17,189 for executive director’s unemployment coverage GSC. See paragraph 3.2.3,3 of this Registration document. REXEL 2017 – REGISTRATION DOCUMENT 308