COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 We suggest that you approve the compensation The co-option of Marcus Alexanderson, if it is items due or al located in respect of the 2017 approved by the Shareholders’ Meeting, can only financial year to Ian Meakins, Chairman of the Board be decided for the remainder of the term of his of Directors, Patrick Berard, Chief Executive Officer predecessor, i.e., until the Shareholders’ Meeting and Catherine Guil louard, Deputy Chief Executive cal led to approve the financial statements for the Officer until February 20, 2017. financial year ending December 31, 2017, to be held in 2018. 2.6 Ratification and renewal of the directors Therefore, the eleventh resolution submits to the (tenth to thirteenth resolutions) approval of the shareholders the renewal of the term of office of Marcus Alexanderson as director. 2.6.1 Ratification of the co-option and renewal This renewal would be made for a term of four years, of the term of office of Jan Markus Alexanderson i.e., until the Shareholders’ Meeting which wil l be (tenth and eleventh resolutions) cal led to approve the financial statements of the financial year ending December 31, 2021, to be held The tenth resolution submits to the approval of in 2022. the shareholders the ratification of the co-option The details of the duties of Marcus Alexanderson are of Jan Markus Alexanderson (hereinafter Marcus as follows: Alexanderson) as director of the Company in replacement of Pier-Luigi Sigismondi. MARCUS ALEXANDERSON (42 years old) PROFESSIONAL ADDRESS: NUMBER OF REXEL SHARES HELD: Cevian Capital 5,000 Engelbrektsgatan, 5 11432 Stockholm - Sweden EXPERIENCE AND EXPERTISE TERM OF OFFICE Director, Member of the Nomination First appointment: Current title: Committee and member of May 15, 2017 From May 15, 2017 until the the Compensation Committee shareholders’ meeting deciding on Marcus Alexanderson was co-opted the accounts for the financial year as Director by the Board of Directors ended December 31, 2017 on May 15, 2017, to replace Pier-Luigi Sigismondi. His co-option as well as TITLES AND OTHER DUTIES EXERCISED IN FRENCH AND FOREIGN the renewal of his term of office will COMPANIES DURING THE LAST FIVE FINANCIAL YEARS be submitted to the approval of the shareholders meeting of May 24, 2018. Titles and duties within Titles and duties outside Marcus Alexanderson is a Swedish the Rexel Group: the Rexel Group: citizen. Current: Current: Marcus Alexanderson is a partner In France In France of Cevian Capital AB, an investment • Director of Rexel – advisor to Cevian Capital, an • Member of Rexel’s Nomination investment fund managing €13 billion Committee Abroad of assets and investing in listed Member of Rexel’s Compensation •Partner of Cevian Capital AB • (Sweden – unlisted company) European companies. He joined Committee Cevian Capital at its founding in Over the last five financial years: 2002 and is co-responsible for the Abroad investment and active shareholding – In France businesses of Cevian. Previously, Over the last five financial years: – Marcus Alexanderson was an Abroad investment analyst with AB Cutos In France – (Sweden). – Marcus Alexanderson holds a Abroad Master of Science in Economics and – Business Administration from the Stockholm School of Economics. We suggest that you approve these resolutions. REXEL 2017 – REGISTRATION DOCUMENT 310