COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 provisions, to implement this authorization, and Having reviewed the report of the Board of Directors in particular, for the purposes of: and the special report of the Statutory Auditors, deciding in accordance with the provisions of •Determining the el igibi l ity criteria for Articles L.225-129-2 et seq. and L.225-138 of the companies whose employees may benefit French Commercial Code: from the issuances carried out pursuant to this authorization, establishing the list of such 1. Delegated to the Board of Directors, with the companies; option to subdelegate such powers to any Determining the terms and conditions of the duly empowered person in accordance with • transactions, the characteristics of the shares, legislative and regulatory provisions, the and if appl icable, of the other securities, authority necessary to increase, on one or determine the subscription price calculated more occasions, at such time or times and in accordance with the method defined in this in the amounts that it shal l decide, the share resolution, determine the dates of opening capital through the issue of (i) ordinary shares and of closing of the subscription and the or (ii) securities that are equity securities giving dividend entitlement dates and determine the access, immediately or in the future, to other dates and terms and conditions of payment of equity securities of the Company or giving right, the subscribed shares; immediately or in the future, to the allocation of debt securities, or (iii) securities giving access, •Taking any necessary action for the admission immediately or in the future, to equity securities to trading of the issued shares in any place to be issued of the Company, such an issue where it shall deem appropriate; being reserved for persons meeting the criteria Deducting from the “issuance premiums” in the categories defined in paragraph 3. below; • account the amount of the expenses relating 2. Decided that the maximum nominal amount to these share capital increases and charging, of the share capital increase(s) that may be if it deems fit, on this account the necessary carried out pursuant to this delegation shall not amounts to increase the legal reserve to one exceed 1% of the share capital of the Company tenth of the new share capital after each considered as at the date of the decision of use 6 issuance, amending the by-laws accordingly of this authorization by the Board of Directors, it and, in general, carrying out directly or being specified that: indirectly, any transactions and formal ities related to the share capital increases carried The maximum nominalamount of the • out pursuant to this authorization; issuance(s) carried out pursuant to this 9.Decided that the authorization granted to the delegation, as wel l as to the twenty-eighth Board of Directors pursuant to this resolution resolution of the Extraordinary Shareholders’ shal l be effective for a term of 26 months as Meeting of May 23, 2017 or any other substitute from the date of this Shareholders’ Meeting; resolution (in particular, the nineteenth resolution of this Shareholders’ Meeting if 10.Decided that this authorization shall make void adopted), may not exceed a limit of 2% of the any prior authorization with the same purpose, share capital of the Company; up to the unused portion of this authorization. •The maximum nominal amount of any share Twentieth resolution capital increase(s) that may be carried out (Delegation of authority to the Board of Directors pursuant to this authorization shall be deducted from the overall limit of €720 million set by the to decide upon the issuance of ordinary shares or twenty-second resolution of the Extraordinary securities that are equity securities giving access to Shareholders’ Meeting of May 23, 2017; and other equity securities or giving right to the allocation of debt securities, or of securities giving access to These amounts do not include the nominal • equity securities to be issued, with cancellation of amount of the additional ordinary shares to the shareholders’ preferential subscription right for be issued in order to maintain the rights of the benefit of certain categories of beneficiaries the holders of securities or other rights giving in order to allow the implementation of employee access to the share capital of the Company, shareholding transactions) in accordance with appl icable legal and The Shareholders’ Meeting, deciding under the regulatory provisions and with any applicable quorum and majority requirements for extraordinary contractual provisions providing for other shareholders’ meetings, cases of adjustment; REXEL 2017 – REGISTRATION DOCUMENT 333