COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Within the limit of 500 shares per beneficiary and The conditions relating to the eligibility, the level of per plan, regardless the beneficiaries (except for allotment and the measurement of the performance are the executives population mentioned above), these determined each year by the Board of Directors, upon shares submitted only to a presence condition would recommendation of the Compensation Committee. allow: A wider recognition within the organization of a The performance conditions applicable to the shares • plans are determined in line with the group’s strategy, new population, more operational, performing and are rigorous. As a reminder, the conditions set and talented, therefore increasing the number forth under the 2013, 2014 “Transition 2+2” and of beneficiaries of the plans through the sole 2014 “Key managers 3+2” plans have al lowed the allocation of shares only submitted to a presence vesting of 35.2%, 36% and 31% of the shares allotted, condition; and respectively. •An increase of the attractiveness of the plans for certain recurring beneficiaries, by substituting a In case of a positive vote of the shareholders meeting, portion of the performance shares with shares the 2018 plan provides for the following performance only submitted to a presence condition. conditions: CRITERIA WEIGHT TRIGGER TARGET MAXIMUM COMMENTS Average growth 30% Acquisition equal to 50% 100% of shares vest if theAcquisition equal to 150% Calculation on of EBITA in value if the average reaches target is reached if the average reaches ora linear basis 2017-2020 75% of target exceeds 125% of target between the Mid-Term Plan (MTP) points Average Organic Sales 30% Acquisition equal to 50% 100% of shares vest if theAcquisition equal to 150% Calculation on Growth if the average reaches target is reached if the average reaches ora linear basis 2017-2020 (MTP) 75% of target exceeds 125% of target between the points Average of 2018, 2019 20% 50% of shares vest if the 100% of shares vest if theAcquisition equal to Calculation on and 2020 ratio of free average performance target is reached 150% if the average a linear basis cash flow before interest reaches 90% performance reaches at between the and taxes to EBITDA least 120% of target points (MTP) Rexel Stock Price 20% 50% of shares vest if the 100% of shares vest if the150% of shares vest if the compared to Rexel’s share performance Rexel’s share performance Rexel’s share performance SBF 120 GR index is equal to the SBF 120 GR outperforms the SBF 120 outperforms the SBF 120 2018-2021 (1) performance GR performance by 5% GR performance by 10% 100% The percentage made is weighted by each performance condition, resulting in a total weighted percentage. The total amount after weighting cannot exceed 100% of the initial allottment. The relative performance criterion of the Rexel share These performance criteria would be defined in compared to the SBF 120 GR index replaces the accordance with the Medium Term Plan (MTP)(1) of previously determined TSR criterion based on a Rexel, approved by the Board of Directors which panel of selected companies. This change is due to assessed the objectives for the next three year- the difficulty to establish and update a representative period. panel of companies comparable to Rexel (in The performance levels relating to the internal particular from a geographical, strategic challenges, performance criteria would be appreciated after digitaltransformation in product and services the three year period, and wil l correspond to the sales point of view…). The SBF 120 GR index, which average annual performances (annualization of the Rexel is a part of, better integrates some of these MTP objectives). The performance level relating to criteria. The weighting of this criterion, the triggering the Rexel share will also be assessed after the three threshold, the target and maximum vesting have year period. been determined based on a comparable structure to that of the TSR criterion previously used, in line The expected levelof achievement and the with market practice. performance reached will be disclosed in a precisely manner ex-postin the Registration document. An Any al location of shares would be subject to the ex-ante communication about the objectives would achievement of rigorous performance criteria not al low preserving the Rexel Group interests by adapted to the current Rexel environment (except communicating any indication on its long term for the maximum envelope of 20% of share capital strategy in a highly competitive environment. The that may be granted pursuant to this resolution). main financial criteria (sales growth and EBITA (1) 2017 MTP for 2018 allocation. REXEL 2017 – REGISTRATION DOCUMENT 316