COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 of the Company’s shares acquired pursuant to that are, directly or indirectly, linked to it under any share repurchase programs authorized by the the conditions set forth in Article L.225-197-2 Shareholders’ Meeting, within the limit of 10% of the of the French Commercial Code, or to certain share capital of the Company as at the date of the categories of them; cancellation per period of 24 months, in accordance with the provisions of Articles L.225-209 et seq. of 2. Decided that the Board of Directors shal l the French Commercial Code. determine the beneficiaries of the al lotments and the number of shares granted to each This authorization is granted for a term of 18 months of them, the terms of the al lotment and the as from the date of this Shareholders’ Meeting. eligibility criteria for the allotment of the shares. Full powers were granted to the Board of Directors, The Board of Directors shall subordinate to presence with the power to delegate such powers, in order to: and performance conditions the entirety of the •Reduce the share capital by cancel lation of the allotment of shares to corporate officers, Executive shares; Committee members, region, cluster and country managers. •Determine the final amount of the share capital decrease; For other beneficiaries, a portion of the shares Determine the terms and conditions thereof and granted may be subject to a presence condition • only, it being specified that the total number of acknowledge its completion; shares granted which are only subject to a presence •Deduct the difference between the book value condition may not exceed 20% of the maximum of the cancelled shares and their nominal amount amount of share capitalthat may be granted from any available reserve and premium accounts; pursuant to this resolution. •And, in general, do as necessary for the proper Performance conditions shall be considered over a performance of this authorization, amend the minimum period of three years and shall include the by-laws accordingly and carry out any required average EBITA growth, the average organic sales formalities. growth, the average free cash flow before interest This authorization shal l cancel, in respect of the and taxes / EBITDA ratio and the performance of 6 unused amount, any prior authorization with the same Rexel shares compared to the SBF 120 GR index; purpose, and supersede the authorization granted 3. Decided that the number of free shares that may by the twenty-first resolution of the Extraordinary be granted pursuant to this resolution may not Shareholders’ Meeting of the Company of May 23, 2017. exceed 1.4% of the share capital of the Company on a 26-month period considered as at the Seventeenth resolution date of the allotment decision by the Board of (Authorization to be granted to the Board of Directors, being specified that: Directors to grant free shares to the employees and (i)This limit does not take into account the to the corporate officers of the Company and its legislative, regulatory and, as the case may subsidiaries) be, contractual adjustments necessary to The Shareholders’ Meeting, deciding under the maintain the beneficiaries’ rights; and quorum and majority requirements for extraordinary (ii) shareholders’ meetings, The total number of free shares granted cannot exceed 10% of the share capital as Having reviewed the report of the Board of Directors at the date of the decision regarding their and of the Statutory Auditors’ special report, in granting by the Board of Directors. accordance with the provisions of Articles L.225- 129 et seq. and L.225-197-1 et seq. of the French This maximum amount of 1.4% of the share Commercial Code: capital of the Company shal l include, as the case may be, the shares that will be granted to 1.Authorized the Board of Directors to carry the corporate officers of the Company, being out, with the option to subdelegate to any specified that these al lotments cannot exceed duly empowered person in accordance with 10% of the allotments carried out in accordance legislative and regulatory provisions, in one or with this authorization; several occurrences, the al lotment of existing and/or newly-issued shares of the Company to 4. Decided that the shares al located to their the employees and/or the corporate officers of beneficiaries wi l l become vested after a the Company and/or the companies or groups minimum vesting period of 3 years; REXEL 2017 – REGISTRATION DOCUMENT 329