COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 subscribed to under the employee shareholding plan 3.2.3 Share capital increases reserved for and delivered subject to a continued employment employees with cancellation of the preferential condition (for example, after a minimum period of subscription right (nineteenth resolution) 4 years), that is to say at a date close to the end of The nineteenth resolution aims at granting an the retention period of the shares under the Group authorization to the Board of Directors to carry Savings Plan. No retention period is applicable in out issuances of securities with cancel lation of this case. the preferential subscription right, reserved for It is consistent to not submit these shares to employees of the Rexel Group who are members of a performance conditions, as it represents a benefit company or group savings scheme, set up jointly by l inked to an employee or corporate officer the Company and the French or foreign companies investment under the employee shareholding plan. that are linked to the Company within the conditions of Article L.225-180 of the French Commercial Code The main terms of the authorization submitted to and of Article L.3344-1 of the French Labor Code. the Shareholders’ Meeting are: The issuances would comprise the issuance of Grant limits ordinary shares or of securities that are equity The number of free shares that can be allotted could securities giving access, immediately or in the future, not exceed 0.3% of the share capital of the Company, to other equity securities or giving right, immediately calculated at the time the Board of Directors makes or in the future, to the allotment of debt securities, its allotment decision. and/or of securities giving access, immediately or in the future, to equity securities to be issued. The total number of freely al lotted shares cannot exceed 10% of the share capital as at the date of the This authorization would be limited to 2% of the decision regarding their allotment by the Board of share capital of the Company. The amount of Directors. issuances carried out pursuant to this authorization and pursuant to the twenty-ninth resolution of the Terms of the grant Extraordinary Shareholders’ Meeting of May 23, 2017, The Board of Directors would determine the terms or any other substitute resolution (in particular the of the al lotment and, as the case may be, the twentieth resolution submitted to the Shareholders’ eligibility conditions of the allotment. It shall subject Meeting of May 24, 2018, if adopted) may not exceed the allotment of shares to a continued employment a limit of 2% of the share capital of the Company. This condition. It may, however, make exceptions to such limit would be deducted from the limit determined in a condition in very special cases. the twenty-second resolution of the Extraordinary Shareholders’ Meeting of May 23, 2017. Acquisition and retention period(s) The allotment of shares would only become effective The subscription price(s) would be determined by after a minimum acquisition period of 4 years, with the Board of Directors pursuant to Articles L.3332- no retention period. 19 et seq. of the French Labor Code. Therefore, as the securities are already listed on a regulated Furthermore, the shares may become vested before market, the subscription price may not exceed the end of the acquisition period in the event that the average of Company’s share prices during the the beneficiaries become disabled and that such twenty trading days preceding the date of the disabil ity corresponds to the 2nd or 3rd category decision setting the opening date of the subscription set forth under Article L.341-4 of the French Social period. Furthermore, the subscription price may not Security Code (or equivalent provisions outside of amount to less than 20% below this average. France). The shares would immediately become freely transferable. Furthermore, pursuant to the provisions of Article L.3332-21 of the French Labor Code, the Board of Duration of the authorization Directors may decide on the allocation of shares to The authorization would be granted for a term be issued or existing, or of other securities conferring of 26 months as of the date of the Shareholders’ access to the share capital of the Company, issued Meeting. or to be issued, in respect of (i) the contribution (abondement) that may be paid pursuant to the We therefore invite you to approve this resolution. regulations of the employee savings plan of the REXEL 2017 – REGISTRATION DOCUMENT 318