COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 Company or of the Group and/or (ii) if applicable, of 2% of the share capital of the Company. This limit the discount. would be deducted from the limit determined in This authorization would be granted for a term the twenty-second resolution of the Extraordinary of 26 months and would cancel, as of the date of Shareholders’ Meeting of May 23, 2017. the Shareholders’ Meeting, for an amount equal, The subscription price(s) of the new shares shal l as the case may be, to the unused portion, of the be determined pursuant to the same conditions as delegation granted by the shareholder meeting of set forth in Article L.3332-19 of the French Labor May 23, 2017 in its twenty-eighth resolution. Code, the discount shal l be set at a maximum of We suggest that you approve this resolution. 20% of the average of Company’s share prices during the twenty trading days preceding the date of the decision setting the opening date of the 3.2.4 Issuance of securities with cancellation subscription period. The Board of Directors may of the preferential subscription right reserved reduce or eliminate the discount so granted as it for certain categories of beneficiaries in order deems appropriate in order to take into account, to allow employee shareholding transactions in particular, the local regulations applicable in the (twentieth resolution) relevant countries. The twentieth resolution aims at granting an The subscription price may also, in accordance with authorization to the Board of Directors to increase the local regulations applicable to the Share Incentive the share capital of the Company by the issuance Plan that may be proposed under UK legislation, be of securities with cancel lation of the preferential equal to the lower share price between (i) the share subscription right, reserved for certain categories price on the regulated market of Euronext Paris at of beneficiaries listed in the resolution (employees the opening of the reference period of this plan, such of non-French companies of the Rexel Group and period not to exceed 12 months, and (ii) the share intermediaries acting on their behalf) in order to price recorded fol lowing the close of such period al low such employees to benefit from employee within a given timeframe determined in accordance shareholding or savings formulae equivalent in terms with said regulations. This price shall be set without a of economic advantage to those from which other discount in relation to the share price retained. Rexel employees would benefit under the twenty- 6 eighth resolution of the Extraordinary Shareholders’ This delegation of authority would be granted for Meeting of May 23, 2017, or any other substitute a term of eighteenth months (it being specified resolution (in particular the nineteenth resolution that, in the event that the nineteenth resolution submitted to the Shareholders’ Meeting of May 24, submitted to the Shareholders’ Meeting of May 24, 2018, if adopted) and would benefit, as the case 2018 would not be approved, this duration would maybe, from a more favorable tax and legal regime be limited to the one of the twenty-eight resolution than under the resolution above mentioned. of the shareholders meeting of May 23, 2017, i.e. The issuances would comprise the issuance of July 22, 2019) and would cancel, as of the date of ordinary shares, or of securities that are equity the Shareholders’ Meeting, the delegation granted securities giving access, to other equity securities or by the shareholders meeting of May 23, 2017 in its giving right, to the allotment of debt securities, and/ twenty-ninth resolution. or of securities giving access, immediately or in the We suggest that you approve this resolution. future, to equity securities to be issued. This authorization would be l imited to 1% of the 3.3 Powers for legal formalities (twenty-first share capital of the Company. The amount of resolution) issuances carried out pursuant to this resolution and The twenty-first resolution concerns the powers to be to the twenty-eighth resolution of the Extraordinary granted in order to carry out formalities subsequent Shareholders’ Meeting of May 23, 2017, or any other to the Shareholders’ Meeting, particularly publication substitute resolution (in particular the nineteenth and filing formalities. resolution submitted to the Shareholders’ Meeting of May 24, 2018, if adopted) may not exceed a limit We suggest that you approve this resolution. REXEL 2017 – REGISTRATION DOCUMENT 319