COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 as the case may be, the eligibility criteria for the with legislative and regulatory provisions, to allocation of the shares. The Board of Directors implement this delegation of authority, inter alia shal l subordinate to a continued employment for the purposes of: condition the allocation of shares; Determining whether the free shares shall be • 3.Decided that the number of shares that may newly issued shares or existing shares; be freely granted pursuant to this resolution • Determining the identity of the beneficiaries may not exceed 0.3% of the share capital of and the number of free shares granted to each the Company considered as at the date of the of the beneficiaries; allotment decision by the Board of Directors, it being specified that: • Setting the dates on which free shares shal l (i) be al located, in the conditions and limits of This l imit does not take into account applicable law; the legal, regulatory and in some cases contractual adjustments necessary to • Deciding upon the presence condition and maintain the beneficiaries’ rights; and the other terms of the al location of shares, (ii)The total number of free shares granted particularly the period of acquisition thus may not exceed 10% of the share capital as allocated, in the rules for the allocation of free at the date of the decision regarding their shares; granting by the Board of Directors. • Deciding upon the conditions under which 4.Decided that the shares al located to their the number of free shares to be allocated shall beneficiaries wi l l become vested after a be adjusted, in accordance with applicable minimum period of acquisition of 4 years, provisions of the law and the by-laws; without retention period; More generally, entering into any agreements, • 5.Decided that the shares may become vested executing any documents, acknowledging the before the term of the period of vesting in the share capital increases resulting from definitive event that the beneficiaries become disabled allocations, changing the by-laws accordingly, and that such disabi l ity correspond to the and carrying out any formality or declaration second or third category set forth under Article with any organization; 6 L.341-4 of the Social security Code (or equivalent 9. Decided that this authorization is granted provisions outside of France) and that the shares for a term of 26 months as of the date of this will immediately become freely transferable; Shareholders’ Meeting; 6.Authorized the Board of Directors to carry out, 10. Decided that this authorization shal l cancel as the case may be, during the period of vesting, any previous authorization having the same adjustments relating to the numbers of free purpose as regards the unused portion of this shares granted on the basis of the potential authorization, and supersede the authorization transactions affecting the share capital of the granted by the nineteenth resolution of the Company in order to maintain the rights of the Extraordinary Shareholders’ Meeting of the beneficiaries; 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 Nineteenth resolution increase(s) in the share capital by capitalization of reserves, profits or issuance premiums reserved (Authorization to be granted to the Board of Directors for the beneficiaries of such free shares and to increase the share capital by issuance of ordinary acknowledged that this authorization includes the shares or securities that are equity securities giving related waiver of the shareholders’ preferential access to other equity securities of the Company subscription rights with respect to such shares or giving right to the allocation of debt securities, and to the portion of the reserves, profits and or of securities giving access to equity securities issuance premiums thus capitalized, to the benefit to be issued, with cancellation of the shareholders’ of the beneficiaries; the Board of Directors is preferential subscription right, to the benefit of granted a delegation of authority in respect of members of a savings plan) this transaction in accordance with Article L.225- The Shareholders’ Meeting, deciding under the 129-2 of the French Commercial Code; quorum and majority requirements for extraordinary 8.Decided that the Board of Directors will have full shareholders’ meetings, powers, with the option to delegate such powers Having reviewed the report of the Board of Directors to any duly empowered person in accordance and the Statutory Auditor’s special report and REXEL 2017 – REGISTRATION DOCUMENT 331