COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Thus, the draft resolutions being put to the vote of This maximum amount of 1.4% of the share capital the shareholders regarding financial authorizations of the Company will include, the shares that would are described below. be alloted to the corporate officers of the Company. 3.2.1 Allotment of free shares (seventeenth It is reminded as well that additional limitations apply resolution) to the corporate officers: •The number of shares allocated to the corporate In accordance with the provisions of Articles L.225- officers cannot exceed 10% of the total number 129 et seq. and L.229-197-1 et seq. of the French of shares al located to al l beneficiaries (i.e., a Commercial Code, the seventeenth resolution relates maximum of 0.14% of the share capital over a to the authorization to be granted to the Board of period of 26 months); and Directors to al locate free existing and/or newly- issued shares of the Company, in one or several •The annual value of the performance shares occurrences, to the salaried personnel members allocated to the corporate officers cannot exceed and/or the corporate officers of the Company and/ 100% of the fixed and target variable compensation or the companies or groups that are, directly or for the relevant year. indirectly, linked to it under the conditions set forth The limit of 1.4% of the share capital of the Company in Article L.225-197-2 of the French Commercial for a 26 month-period has been determined on Code or to certain categories of them. the basis of the number of employees of the Rexel The granting of this authorization would al low the Group, the current organization and the strategic Board of Directors to put in place shares plans to the chal lenges. This percentage is consistent with benefit of the corporate officers and the employees market practices and capital consumption level of of the Rexel Group, in France and abroad. These plans granted to key people of Rexel, i.e. an annual plans have been part of the Group’s compensation average of approximately 0.6% of the share capital. policy for several years. ON DECEMBER 31, The shares plans are essential instruments for the 2017 2016 2015 ALLOCATION ALLOCATION ALLOCATION purposes of the development and transformation Percentage strategy of Rexel, which requires a major commitment of share 0.62% 0.60% 0.60% 6 by key-employees in order to achieve the necessary capital changes in a disruptive and highly competitive allocated environment. By recognizing and rewarding Therefore, it is a stable policy in relation with the committed teams in all of its regions, Rexel improves number of shares allocated and aligned with market its performance and ensures that the skills necessary practices. to its development are established on a sustainable basis in order to strengthen its global presence. The total number of shares allotted cannot exceed 10% of the share capital as at the date of the With the same number of shares avai lable for al lotment decision of the Board of Directors. For allotments, Rexel wishes to increase the number of information purposes, shares that have been granted beneficiaries and to have these al lotments benefit and that have not been delivered may result in the to a wider population more operational, performing creation of 5,001,695 new shares, representing 1.65% and talented. of the share capital and the voting rights of Rexel at All of the shares allotted to the corporate officers of theDecember 31, 2017. Group, to the members of the Executive Committee, Terms of the allotment and to the region, cluster and country managers will be subject to performance and presence conditions. The Board of Directors shall subordinate to presence and performance conditions the entirety of the As for other participants, part of the shares could be al lotment of shares to corporate officers of the al lotted with a presence condition only, within the Group, Executive Committee members, and region, limitative terms set out below. cluster and country managers. (1) The terms of the authorization submitted at the For other participants, a portion of the shares may Shareholders Meeting are the following: be subject to a presence condition only, it being specified that the total number of granted shares Maximum grant which are only subject to a presence condition may The number of shares that may be alloted could not not exceed 20% of the amount of share capital that exceed 1.4% of the Company’s share capital for a may be granted pursuant to this resolution (the 26 month-period, calculated at the time when the remaining envelope – i.e. at least 80% of the shares Board of Directors makes its allotment decision. – being as well subject to performance conditions). (1)The concerned population should represent between 10% and 15% of the number of beneficiaries by plan. REXEL 2017 – REGISTRATION DOCUMENT 315