COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 5.Decided that the shares may become vested • More generally, entering into any agreements, before the term of the period of vesting in the executing any documents, acknowledging event that the beneficiaries become disabled the share capital increases resulting from and that such disabi l ity corresponds to the vesting, changing the by-laws accordingly, second or third category set forth under Article and carrying out any formality or declaration L.341-4 of the Social security Code (or equivalent with any organization; provisions outside of France) and that the shares 9. Decided that this authorization is granted for would immediately become freely transferable; a term of 26 months as from the date of this 6.Authorized the Board of Directors to carry out, Shareholders’ Meeting; as the case may be, during the period of vesting, 10. Decided that this authorization shal l cancel the adjustments relating to the numbers of free any previous authorization having the same shares granted on the basis of the potential purpose, as regards the unused portion of this transactions affecting the share capital of the authorization, and supersede the authorization Company in order to maintain the rights of the granted by the eighteenth resolution of the beneficiaries; Extraordinary Shareholders Meeting of the Company of May 25, 2016. 7.In the event of free shares to be issued, authorized the Board of Directors to carry out one or several Eighteenth resolution increase(s) in the share capital by capitalization of reserves, profits or issuance premiums (Authorization to be granted to the Board of Directors reserved for the beneficiaries of such free shares to grant free shares to the employees and to the and acknowledged that this authorization corporate officers of the Company and its subsidiaries includes the related waiver of the shareholders’ subscribing to a Group shareholding plan) preferential subscription rights with respect to The Shareholders’ Meeting, deciding under the such shares and to the portion of the reserves, quorum and majority requirements for extraordinary profits and issuance premiums thus capitalized, shareholders’ meetings, to the benefit of the beneficiaries; the Board of Directors is granted a delegation of authority in Having reviewed the report of the Board of Directors respect of this transaction in accordance with and of the Statutory Auditors’ special report, in Article L.225-129-2 of the French Commercial accordance with the provisions of Articles L.225- Code; 129 et seq. and L.225-197-1 et seq. of the French Commercial Code: 8.Decided that the Board of Directors wil l have ful l powers, with the option to subdelegate 1. Authorized the Board of Directors to carry such powers to any duly empowered person out, with the option to subdelegate to any duly in accordance with legislative and regulatory empowered person in accordance with legal provisions, to implement this delegation of and regulatory provisions, in one or several authority, inter alia for the purposes of: occurrences, the allocation of free existing and/ or newly-issued shares of the Company to the • Determining whether the free shares shall be employees and/or the corporate officers of the newly-issued shares or existing shares; Company and/or the companies or groups that Determining the beneficiaries and the number are, directly or indirectly, linked to it under the • of free shares granted to each of them; conditions set forth in Article L.225-197-2 of the French Commercial Code and that subscribe to • Setting the dates on which free shares shal l a Group employee shareholding plan established be al located, in the conditions and limits of as part of a capital increase reserved for them, applicable law; carried out under the twenty-eighth resolution • Deciding upon the other terms and conditions of the Extraordinary Shareholders’ Meeting of of the al lotment of shares, particularly the May 23, 2017, or any other substitute resolution period of vesting and the period of holding of (in particular, the nineteenth resolution of this the shares thus allocated, in the rules for the Shareholders’ Meeting if adopted), or as part of allotment of free shares; a sale of existing shares reserved for members of a group savings plan; • Deciding upon the conditions under which the number of free shares to be allocated shall be 2. Decided that the Board of Directors shal l adjusted, in accordance with applicable legal determine the identity of the beneficiaries of the and regulatory provisions and as the case may allotments and the number of shares granted to be contractual provisions; each of them, the terms of the al location and, REXEL 2017 – REGISTRATION DOCUMENT 330