COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 deciding in accordance with, on the one hand, the carried out pursuant to this authorization may not provisions of Articles L.225-129-2, L.225-129-6 and exceed 2% of the share capital of the Company L.225-138-1 of the French Commercial Code and, on appraised as at the date of the decision of use the other hand, the provisions of Articles L.3332-1 et of this authorization by the Board of Directors, it seq. of the French Labor Code: being specified that: 1.Authorized the Board of Directors, with the • The nominal maximum amount of the share option to subdelegate such authorization to any capital increase(s) that may be carried out duly authorized person in accordance with legal pursuant to this resolution, as wel l as to the and regulatory provisions, to decide to increase twenty-ninth resolution of the Extraordinary the share capital, in one or several occurrences, Shareholders Meeting of May 23, 2017 or any upon its sole decisions, at the time and in other substitute resolution (in particular, the accordance with the terms that it shall determine twentieth resolution of this Shareholders’ by the issuance (i) of ordinary shares or (ii) Meeting if adopted), may not exceed a limit of of securities that are equity securities giving 2% of the share capital of the Company; access, immediately or in the future, to other equity securities or giving right, immediately or • The maximum nominal amount of any share in the future, to the allocation of debt securities capital increase(s) that may be carried out or (iii) of securities conferring access to equity pursuant to this authorization shal l be securities to be issued by the Company, reserved deducted from the overall limit of €720 million for members of one or several company savings set by the twenty-second resolution of the plan(s) (plan d’épargne d’entreprise) or group Extraordinary Shareholders’Meeting of savings plan(s) (plan d’épargne de groupe) May 23, 2017 or by any resolution of the same establ ished jointly by the Company and the nature that may substitute for it; and French or foreign companies that are l inked These amounts do not include the nominal • to the Company within the meaning of Article amount of the additional ordinary shares to L.225-180 of the French Commercial Code and be issued in order to maintain the rights of of Article L.3344-1 of the French Labor Code; the holders of securities or other rights giving 2.Decided to cancel the shareholders’ preferential access to the share capital of the Company, subscription rights in respect of new shares to in accordance with appl icable legal and be issued pursuant to this authorization for the regulatory provisions and with any applicable benefit of the beneficiaries referred to in the first contractual provisions providing for other paragraph above; cases of adjustment; 3.Acknowledged that this delegation of powers 6. Decided, pursuant to the provisions of Article implies a waiver by the shareholders of their L.3332-21 of the French Labor Code, that the preferential right to subscribe for the equity Board of Directors may decide on the allocation securities of the Company to which the securities to the beneficiaries referred to in the first that may be issued pursuant to this delegation paragraph above, free of charge, of shares give right; to be issued or existing, or of other securities conferring access to the share capital of the 4.Decided that the issue price(s) of the new shares Company, issued or to be issued, in respect of or of the securities conferring access to the (i) the contribution (abondement) that may be share capital shall be determined in accordance paid pursuant to the regulations of the employee with the provisions of Articles L.3332-19 et savings plan of the Company or of the Group seq. of the French Labor Code and that the and/or (ii) if applicable, the discount; maximum discount shall amount to 20% of the average of the first trading prices during the 20 7. Decided that, should the beneficiaries referred trading days preceding the date of the Board to in the first paragraph above not subscribe the of Directors’ decision determining the opening share capital increase in full within the allocated date of the subscription period. Nevertheless, time period, such share capital increase would the Shareholders’ Meeting expressly authorized only be completed for the amount of subscribed the Board of Directors to reduce or eliminate shares; unsubscribed shares may be offered the discount, in order to take into account, in again to such beneficiaries in the context of a particular, the regulations appl icable in the subsequent share capital increase; countries where the offer will be implemented; 8. Granted ful l powers to the Board of Directors, 5.Decided that the maximum nominal amount with the option to delegate or subdelegate such of the share capital increase(s) which may be powers, in accordance with legal and regulatory REXEL 2017 – REGISTRATION DOCUMENT 332