COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 growth) on the three year-period are designed to be Since 2014, Rexel applies performance conditions more stringent than the annual guidance. measured over a minimum period of three years in Performance shares al located on June 23, 2016 order to be in line with market practices. and May 23, 2017 on the basis of the authorization Duration of the authorization granted by the Shareholders’ Meeting of May 25, 2016 are summarized hereafter (for more details, see This authorization would be granted for a term of paragraph 3.7.2.6 “Allocation of free shares” of the 26 months as from the date of the Shareholders’ Registration document for the financial year ended Meeting. December 31, 2017): All of these elements have demonstrated the Rexel Number of shares allotted 1,820,625 Group’s intention to align with best market practices on June 23, 2016 with respect to allotments of shares and thus to answer Representing a percentage of the share 0.60% to its shareholders’ expectations in this respect. capital at December 31, 2017 of We therefore suggest that you approve this Of which corporate officers grant: resolution. Patrick Berard 85,000* Catherine Guillouard 58,200** 3.2.2. Free shares to be allotted to the employees Number of beneficiaries 746 or to the corporate officers subscribing to a * Patrick Berard has been serving as Chief Executive Officer Group shareholding plan (eighteenth resolution) of Rexel since July 1, 2016. **These non-vested shares have been cancelled upon the In accordance with the provisions of Articles L.225- departure from the Group of Catherine Guillouard, Deputy 129 et seq. and L.229-197-1 et seq. of the French Chief Executive Officer, further to the end of her corporate office on February 20, 2017. Commercial Code, the eighteenth resolution seeks to authorize the Board of Directors to carry out, in Number of shares allotted 1,873,975 one or several occurrences, the al lotment of free on May 23, 2017 existing and/or newly-issued shares of the Company Representing a percentage of the share 0.62 to employees and/or the corporate officers of the capital at December 31, 2017 of Company and/or the companies or groups that are, Of which corporate officers grant: directly or indirectly, linked to it under the conditions 6 Patrick Berard 100,000 set forth in Article L.225-197-2 of the French Number of beneficiaries 663 Commercial Code and that subscribe to a Group employee shareholding plan established as part of a Vesting and holding periods capital increase reserved for them, carried out under The al lotment of shares would only become the twenty-eighth resolution of the extraordinary effective after a minimum vesting period of 3 years Shareholders’ Meeting of May 23, 2017, or any other and subject to a presence condition. substitute resolution (in particular the nineteenth resolution submitted to the Shareholders’ Meeting In order to harmonize the terms of plans for al l of of May 24, 2018) or as part of a sale of existing shares the participants in the various geographic areas, the reserved for members of a Group savings plan. vesting period will be set at 3 years for all beneficiaries, without a lockup period. This more dynamic vesting The granting of this authorization would enable the outside of France (the vesting period was 4 years Board of Directors to establish free share plans for previously), and in particular on the North American eligible employees or corporate officers who would market, wi l l make these retention plans more subscribe to a shareholding plan. In fact, an employer attractive in a highly competitive environment. matching contribution is often granted to persons who subscribe to employee shareholding plans Furthermore, the vesting of the shares may take and it may be necessary, particularly for countries place prior to the end of vesting period in case other than France, that the employer’s matching of disability of the beneficiaries ranked in the 2nd contribution takes the form of an allocation of free and 3 categories referred to in Article L.341-4rd of the French Social Security Code (or equivalent shares. provisions outside of France). The shares would then This tool was established by Rexel in recent years be immediately transferable. as part of its “Opportunity” plans outside of France. This resolution is thus necessary to enable Rexel to It is reminded that, in accordance with Rexel’s ensure continuity in the structure of its employee compensation policy, the corporate officers have a shareholding plans. lock-up obligation in respect of 20% of the shares vested in connection with these plans unti l the Under such a structure, the matching free shares termination of their duties. can be allotted at the time of delivery of the shares REXEL 2017 – REGISTRATION DOCUMENT 317