COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 to resolve on the financial statements for the PricewaterhouseCoopers Audit for a period of 6 financial year ending December 31, 2021, to be financial years until the end of the Shareholders’ held in 2022. Meeting which wi l l be cal led to approve the Hendrica Verhagen has indicated that she was financial statements for the financial year ending prepared to serve for another term of office and December 31, 2023, to be held in 2024. that she was not legally prohibited from doing so in The Shareholders Meeting takes also note that any manner whatsoever. PricewaterhouseCoopers Audit has indicated in advance that it would accept the renewal of its term Thirteenth resolution as Statutory Auditors of the Company, if it would be entrusted by it by the Shareholders Meeting and was (Renewal of the term of office of Maria Richter as not subject to any disqualifications provided by law director) in order to exercise the above mentioned functions. The Shareholders’ Meeting, deciding under the quorum and majority requirements for ordinary Fifteenth resolution shareholders’ meetings, (Authorization to be granted to the Board of Having reviewed the report of the Board of Directors, Directors to carry out transactions on the Company’s In accordance with Article L.225-18 of the French shares) Commercial Code: The Shareholders’ Meeting, deciding under the quorum and majority requirements for ordinary 1.Acknowledged the expiry of the term of office shareholders’ meetings, of Maria Richter as director, effective as of the end of this Shareholders’ Meeting, in accordance Having reviewed the report of the Board of Directors, with the stipulations of article 14.2 of the article Decided to authorize the Board of Directors, with the of association of the Company, which provides option to delegate such authorization, in accordance that the Board of Directors shall be renewed in with the provisions of Article L.225-209 of the quarters, rounded to the higher whole number French Commercial Code, of Articles 241-1 to 241-7 every year so that it is fully renewed every four of the General Regulations of the French financial 6 years; markets authority (the “AMF”) and of the European regulation relating to market abuse, to purchase or 2.Decided to renew the term of office as director cause to be purchased shares of the Company, in of Maria Richter for a term of four years which order of highest to lowest priority, with a view to: is to expire upon the end of the Shareholders’ Meeting which wil l be convened to resolve on •Ensuring liquidity and activity in the market for the financial statements for the financial year the shares of the Company through an investment ending December 31, 2021, to be held in 2022. services provider, acting independently under a liquidity agreement in accordance with a market Maria Richter has indicated that she was prepared ethics charter acknowledged by the AMF; to serve for another term of office and that she was not legally prohibited from doing so in any manner •Satisfying the obligations arising out of allocations whatsoever. of stock options, al lotments of free shares or any other granting, al lotment or sale of shares Fourteenth resolution to the employees or the corporate officers of the Company or of an associated enterprise (Renewal of the term of PricewaterhouseCoopers and carrying out any hedging operation relating Audit as Statutory Auditor) to such transactions, in accordance with the The Shareholders’ Meeting, deciding under the conditions set forth by the market authorities and quorum and majority requirements for ordinary at such times that the Board of Directors or any shareholders’ meetings, person acting upon the authority of the Board of Directors implements such actions; Having reviewed the report of the Board of Directors, Ensuring the coverage of the undertakings of • After having acknowledged that the term of the Company under rights with a settlement in PricewaterhouseCoopers Audit, Statutory cash and relating to the positive evolution of the Auditor, will expire at the end of this Shareholders trading price of the share of the Company granted Meeting, decided, with effect at the end of to the employees or the corporate officers of the this Shareholders Meeting, to renew the term of Company or of an associated enterprise; REXEL 2017 – REGISTRATION DOCUMENT 327