COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 2.6.2 Renewal of the term of office of Hendrica Therefore, the twelfth resolution submits to the Verhagen as director (twelfth resolution) approval of the shareholders the renewal of the term The duties of director of Hendrica Verhagen of office of Herna Verhagen as director. (hereinafter Herna Verhagen) will come to an end at This renewal would be made for a term of four years, the closing of the Shareholders’ Meeting of May 24, i.e., until the Shareholders’ Meeting which wil l be 2018. cal led to approve the financial statements of the financial year ending December 31, 2021, to be held in 2022. The details of the duties of Herna Verhagen are as follows: HERNA VERHAGEN (51 years old) PROFESSIONAL ADDRESS: NUMBER OF REXEL SHARES HELD: Postnl - Prinses Beatrixlaan 23 1,000 2595 AK – The Hague The Netherlands EXPERIENCE AND EXPERTISE TERM OF OFFICE Director, Chairman of the Nomination First appointment: Current term of office: Committee November 28, 2013 (as member From May 22, 2014 until the Herna Verhagen has served on the Board of of the Supervisory Board) Shareholders’ Meeting deciding on Directors of Rexel since May 22, 2014. She and May 22, 2014 (as Director) the accounts for the financial year was previously a member of the Supervisory ending December 31, 2017 Board further to her co-option by the Supervisory Board on November 28, 2013, TITLES AND OTHER DUTIES EXERCISED IN FRENCH AND FOREIGN to replace Akshay Singh. The ratification COMPANIES DURING THE LAST FIVE FINANCIAL YEARS of Herna Verhagen’s co-option as member of the Supervisory Board as wel l as the 6 renewal of her term of office as member Titles and duties within the Rexel Titles and duties outside of the Supervisory Board were approved Group: the Rexel Group: by the Shareholders’ Meeting of May 22, Current: Current: 2014. The renewal of the term of office of Herna Verhagen wil l be submitted to the In France In France anticipated approval of the shareholders • Director of Rexel – meeting of May 24, 2018. • Chairman of Rexel’s Nomination Abroad Committee Chairman, Chief Executive Herna Verhagen is a Dutch citizen. • Herna Verhagen has been Chairman and Abroad Officer and member of the Chief Executive Officer of PostNL since April – Management Board of PostNL NV 2012. Prior to this, from 2011 she served as Over the last five financial years: (The Netherlands – listed a member of the Management Board of company) PostNL N.V., and was Managing Director In France •Non-executive director of Idorsia Parcels and International of PostNL. Herna • Member of Rexel’s Strategic SA (Switzerland – listed company) Verhagen joined TNT Post in 1993 as a sales Investment Committee •Member of the supervisory manager before going on to hold a number • Member of Rexel’s Supervisory board of Concertgebouw of senior positions including Commercial Board (The Netherlands — unlisted Director, Coordinating Managing Director • Member of Rexel’s Nomination company) Mail NL and Managing Director Group HR Committee •Member of the executive of TNT N.V.. Herna Verhagen sits on the • Member of Rexel’s Strategic committee of the general Supervisory Board of Idorsia (Switzerland). Committee council of the Confederation She isa member of the executive • Member of Rexel’s Audit and Risk of Netherlands Industry and committee and of the general council of the Committee Employers VNO NCW Confederation of Netherlands Industry and Abroad Over the last five financial years: Employers VNO-NCW. She is also a member In France – of the supervisory board of Concertgebouw. – Herna Verhagen obtained a Master’s Degree in Law from the University of Nijmegen, a Abroad Master’s degree in Human Resources from •Member of the Supervisory Board the Ti lburg University, an International of Nutreco NV (The Netherlands – Management degree from INSEAD, a degree listed company) in Economics from the London School of Economics and an Executive MBA degree from Stanford University. We suggest that you approve this resolution. REXEL 2017 – REGISTRATION DOCUMENT 311