COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 information relating to the agreements entered into approval of the shareholders (Article L.225-37-2 of and the undertakings made during previous financial the French Commercial Code)”, years the performance of which continued during Approved the principles and criterion for the the last financial year and that are mentioned in the determination, the breakdown and the al location special report of the Statutory Auditors’ on related- of fixed, variable and exceptional components party transactions governed by Articles L.225-38 et making up the total compensation and the benefits seq. of the French Commercial Code. of any kind attributable to the Chief Executive Officer by virtue of its mandate for the financial Fifth resolution year 2018 as presented in such document. (Approval of the principles and criterion for the determination, the breakdown and the allocation of Seventh resolution fixed, variable and exceptional components making (Approval of the fixed, variable and exceptional up the total compensation and the benefits of any components making up the total compensation and kind attributable to the Chairman of the Board of the benefits of any kind paid or allocated in respect Directors for the financial year 2018) of the 2017 financial year to Ian Meakins, Chairman The Shareholders’ Meeting, deciding under the of the Board of Directors) quorum and majority requirements for ordinary The Shareholders’ Meeting deciding under the shareholders’ meetings, quorum and majority requirements for ordinary Having reviewed chapter 3 of the Registration shareholders’ meetings, document of the Company for the financial year Having reviewed chapter 3 of the Registration ended December 31, 2017, which constitutes the document of the Company for the financial year report on corporate governance, in accordance ended December 31, 2017, which constitutes the with articles L.225-37 and L.225-37-2 of the French report on corporate governance, in accordance Commercial Code and in particular paragraph 3.2.2 with articles L.225-37 and L.225-37-2 of the French “Compensation pol icy appl icable to corporate Commercial Code and in particular paragraph 3.2.4 officers for the 2018 financial year submitted to the “Fixed, variable and exceptional items of the total approval of the shareholders (Article L.225-37-2 of compensation and benefits of all kinds submitted to 6 the French Commercial Code)”, the approval of the shareholders (Article L.225-100 Approved the principles and criterion for the of the French Commercial Code)”, determination, the breakdown and the allocation of Approved the fixed, variable and exceptional fixed, variable and exceptional components making components making up the total compensation and up the total compensation and the benefits of any the benefits of any kind paid or allocated in respect kind attributable to the Chairman of the Board of of the financial year ended December 31, 2017 to Directors by virtue of its mandate for the financial Ian Meakins, Chairman of the Board of Directors, year 2018 as presented in such document. as described in the Registration document of the Company for the financial year ended December 31, Sixth resolution 2017, paragraph 3.2.4 “Fixed, variable and exceptional (Approval of the principles and criterion for the components making up the total compensation and the benefits of any kind (Article L.225-100 of the determination, the breakdown and the allocation of French Commercial Code)”. fixed, variable and exceptional components making up the total compensation and the benefits of any Eighth resolution kind attributable to the Chief Executive Officer for the financial year 2018) (Approval of the fixed, variable and exceptional The Shareholders’ Meeting, deciding under the components making up the total compensation and quorum and majority requirements for ordinary the benefits of any kind paid or allocated in respect shareholders’ meetings, of the 2017 financial year to Patrick Berard, Chief Executive Officer) Having reviewed chapter 3 of the Registration The Shareholders’ Meeting deciding under the document of the Company for the financial year quorum and majority requirements for ordinary ended December 31, 2017, which constitutes the shareholders’ meetings, report on corporate governance, in accordance with articles L.225-37 and L.225-37-2 of the French Having reviewed chapter 3 of the Registration Commercial Code and in particular paragraph 3.2.2 document of the Company for the financial year “Compensation pol icy appl icable to corporate ended December 31, 2017, which constitutes the officers for the 2018 financial year submitted to the report on corporate governance, in accordance REXEL 2017 – REGISTRATION DOCUMENT 325