COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 2.6.3 Renewal of the term of office of MariaTherefore, the thirteenth resolution submits to the Richter as director (thirteenth resolution) approval of the shareholders the renewal of the term The duties of director of Maria Richter will come to of office of Maria Richter as director. an end at the closing of the Shareholders’ Meeting This renewal would be made for a term of four years, of May 24, 2018 in accordance with the stipulations i.e., until the Shareholders’ Meeting which wil l be of article 14.2 of the articles of association of the cal led to approve the financial statements of the Company, which provides that the Board of Directors financial year ending December 31, 2021, to be held shall be renewed in quarters, rounded to the higher in 2022. whole number every year so that it is fully renewed every four years. The details of the duties of Maria Richter are as follows: MARIA RICHTER (63 years old) PROFESSIONAL ADDRESS: NUMBER OF REXEL SHARES HELD: Rexel 4,500 13, Boulevard du Fort de Vaux 75017 Paris – France EXPERIENCE AND EXPERTISE TERM OF OFFICE Director, Member of the Audit First appointment: Current term of office: and Risk Committee, Member of May 22, 2014 From May 27, 2015 until the the Compensation Committee Shareholders’ Meeting deciding on Maria Richter was co-opted as director by the Board the accounts for the financial year of Directors on May 22, 2014, to replace Roberto ending December 31, 2018 Quarta. Maria Richter’s co-option as director and the renewal of her directorship have been approved by the Shareholders’ Meeting of May 27, 2015. The TITLES AND OTHER DUTIES EXERCISED IN FRENCH AND FOREIGN renewal of her term of office will be submitted to the COMPANIES DURING THE LAST FIVE FINANCIAL YEARS anticipated approval of the shareholders meeting of May 24, 2018. Titles and duties within Titles and duties outside Maria Richter is a dual citizen of the Republ ic of the Rexel Group: the Rexel Group: Panama and the United States. Maria Richter is a former Investment Banker and Current: Current: currently sits as a non-executive director on public andIn France In France private company boards. From 2003 to July 2014, she •Director of Rexel – was a Non-Executive Director of National Grid plc and •Member of Rexel’s Audit and Risk Committee Chairman of its Finance Committee and a member of Member of Rexel’s Compensation Committee Abroad • Director and member of the Remuneration Committee its Audit Committee and Appointments Committee. • Since 2008, she has been a director of Bessemer Abroad of Bessemer Trust (United States – unlisted company) Trust, a US wealth management company and is • Non-executive director, member of the Audit and – a member of its Remuneration Committee. Since Risk Committee and member of the Human Resource January 1, 2015 she has also served as a Non-Executive Over the last five financial years: and Compensation Committee of Anglo Gold Ashanti Director of Johannesburg based Anglo Gold Ashanti (South Africa – listed company) and a member of the company’s Audit and Risk In France Non-executive director of Barclays International plc • Committee and Human Resources & Compensation •Member of Rexel’s Compensation Committee (United Kingdom – listed company) Committee. Since September 1, 2017, Maria Richter •Member of Rexel’s Nomination and Compensation has also served as non-executive director of Barclays Committee Over the last five financial years: International plc. Maria Richter began her career as Abroad In France an attorney for the then law firm Dewey Bal lantine – (1980-1985) before joining The Prudential (1985- – 1992) where she held a number of executive positions Abroad latterly as a Vice-President of Prudential Power • Non-executive director, Chairman of the Finance Funding Associates. She joined Salomon Brothers Committee, member of the Audit Committee and (1992-1993) as Vice President and then joined Morgan member of the Appointments Committee of National Stanley (1993-2002) as Executive Director and Head Grid, plc (United Kingdom – listed company) of Independent Power and Structured Finance and • Director, member of the Governance Committee and later became Managing Director and Head of South member of the Finance Committee of The Pantry, Inc. America Investment Banking and Managing Director (United States – listed company) of Corporate Finance Retail. • Non-executive director, member of the Audit Committee, member of the Appointments Committee Maria Richter has a Bachelor of Arts degree from and member of the Remuneration Committee of Vitec Cornel l University and a Juris Doctor degree from Group plc (United Kingdom – listed company) Georgetown University Law Center. Director of Pro Mujer International (United States – • unlisted organization) and Chairman of the Board of Trustees of Pro Mujer UK (United Kingdom – unlisted We suggest that you approve this resolution. organization) REXEL 2017 – REGISTRATION DOCUMENT 312