COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 with articles L.225-37 and L.225-37-2 of the French Having reviewed the report of the Board of Directors, Commercial Code and in particular paragraph 3.2.4 Resolved, in accordance with Article L.225-24 of the “Fixed, variable and exceptional items of the total French Commercial Code, to ratify the co-option of compensation and benefits of all kinds submitted to Jan Markus Alexanderson to the position of director, the approval of the shareholders (Article L.225-100 of replacing Pier-Luigi Sigismondi, for the remainder the French Commercial Code)”, of the term of office of his predecessor, i.e., until Approved the fixed, variable and exceptional the Shareholders’ Meeting cal led to approve the components making up the total compensation and financial statements for the financial year ending the benefits of any kind paid or allocated in respect December 31, 2017, to be held in 2018. This co-option of the financial year ended December 31, 2017 to was decided by the Board of Directors on May 15, Patrick Berard, Chief Executive Officer, as described 2017. in the Registration document of the Company for the financial year ended December 31, 2017, Eleventh resolution paragraph 3.2.4 “Fixed, variable and exceptional (Renewal of the term of office of Jan Markus components making up the total compensation and Alexanderson as director) the benefits of any kind (Article L.225-100 of the French Commercial Code)”. The Shareholders’ Meeting, deciding under the quorum and majority requirements for ordinary Ninth resolution shareholders’ meetings, (Approval of the fixed, variable and exceptional Having reviewed the report of the Board of Directors, components making up the total compensation and In accordance with Article L.225-18 of the French the benefits of any kind paid or allocated in respect of Commercial Code: the 2017 financial year to Catherine Guillouard, Deputy 1. Acknowledged the expiry of the term of office of Chief Executive Officer until February 20, 2017) Jan Markus Alexanderson as director, effective The Shareholders’ Meeting deciding under the as of the end of this Shareholders’ Meeting; quorum and majority requirements for ordinary shareholders’ meetings, 2. Decided to renew the term of office as director of Jan Markus Alexanderson for a term of four Having reviewed chapter 3 of the Registration years which is to expire upon the end of the document of the Company for the financial year Shareholders’ Meeting which will be convened ended December 31, 2017, which constitutes the to resolve on the financial statements for the report on corporate governance, in accordance financial year ending December 31, 2021, to be with articles L.225-37 and L.225-37-2 of the French held in 2022. Commercial Code and in particular paragraph 3.2.4 “Fixed, variable and exceptional items of the total Jan Markus Alexanderson has indicated that he was compensation and benefits of all kinds submitted to prepared to serve for another term of office and that the approval of the shareholders (Article L.225-100 he was not legally prohibited from doing so in any of the French Commercial Code)”, manner whatsoever. Approved the fixed, variable and exceptional Twelfth resolution components making up the total compensation and the benefits of any kind paid or allocated in respect (Renewal of the term of office of Hendrica Verhagen of the financial year ended December 31, 2017 as director) to Catherine Guil louard, Deputy Chief Executive The Shareholders’ Meeting, deciding under the Officer unti lFebruary 20, 2017, as described quorum and majority requirements for ordinary in the Registration document of the Company shareholders’ meetings, for the financial year ended December 31, 2017, paragraph 3.2.4 “Fixed, variable and exceptional Having reviewed the report of the Board of Directors, components making up the total compensation and In accordance with Article L.225-18 of the French the benefits of any kind (Article L.225-100 of the Commercial Code: French Commercial Code)”. 1. Acknowledged the expiry of the term of office Tenth resolution of Hendrica Verhagen as director, effective as of (Approval of the co-option of Jan Markus the end of this Shareholders’ Meeting. Alexanderson as director) 2. Decided to renew the term of office as director The Shareholders’ Meeting, deciding under the of Hendrica Verhagen for a term of four quorum and majority requirements for ordinary years which is to expire upon the end of the shareholders’ meetings, Shareholders’ Meeting which will be convened REXEL 2017 – REGISTRATION DOCUMENT 326