COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 3.Decided to eliminate shareholders’ preferential to the same conditions as set forth in Article subscription rights to securities which may L.3332-19 of the French Labor Code. The be issued pursuant to this delegation, and to discount shall be set at a maximum of 20% reserve the right to subscribe to beneficiaries of the average of Company’s first share satisfying the following criteria: prices during the twenty trading days a) Employees and corporate officers of preceding the date of the decision setting foreign companies which are related to the the opening date of the subscription period. Company within the meaning of Article The Shareholders’Meeting expressly L.225-180 of the French Commercial Code authorized the Board of Directors to reduce and Article L.3344-1 of the French Labor or eliminate the discount, in order to take Code; and/or into account, in particular, the regulation applicable in the countries where the offer b) Employee shareholding UCITS or other will be implemented; entities, with or without an independent b) legal existence, which are invested in I n case of issuance referred in securities of the Company, and whose paragraph 3(d) above, in accordance with unitholders or shareholders are comprised the local regulations applicable to the SIP, of the individuals described in (a) above; the subscription price may be equal to the and/or lower share price between (i) the share price on the regulated market of Euronext in c) Any banking institution or subsidiary of such Paris at the opening of the reference period an institution involved upon the Company’s of this plan, such period shal l not exceed request for the purposes of implementing 12 months, and (ii) the share price recorded a shareholding or savings plan for the following the close of such period within a benefit of the persons mentioned in (a) given timeframe determined in accordance of this paragraph, insofar as recourse to with said regulations. This price shall be set the subscription of the person authorized without a discount in relation to the retained in accordance with this resolution would share price; al low the employees or corporate officers mentioned above to benefit from 6. Decided that the Board of Directors shal l employee shareholding or savings formulae have ful l powers, with the option to delegate equivalent in terms of economic advantage or subdelegate such powers, in accordance to those from which the other Rexel Group with the legislative and regulatory provisions, employees would benefit in comparable under the limits and conditions set forth above, situations; and/or particularly in order to: d)One or several financial institutions • Determine the list of beneficiary(ies), from mandated in connection with the Share among the categories above, in favour of Incentive Plan (SIP) establ ished for the whom the preferential subscription rights benefit of employee and corporate officers have been eliminated as well as the number of of companies of the Rexel Group which shares to be subscribed by each of them; are related to the Company within the Set the amounts of the issuances that wil l • meaning of Article L.225-180 of the French be carried out pursuant to this delegation Commercial Code and Article L.3344-1 of of authority and to fix the issue price, the the French Labor Code whose registered dates, the time l imits, methods and terms offices are located in the United Kingdom; and conditions of subscription, payment, 4.Acknowledged that this delegation of powers delivery, entitlement to dividends, the rules in implies a waiver by the shareholders of their reducing the subscriptions in the event of an preferential right to subscribe for the equity over-subscription as wel l as any other terms securities of the Company to which the securities and conditions of the issuances, within the that may be issued pursuant to this delegation legislative and regulatory limits in force; give right; To acknowledge the share capital increase up • 5.Decided that the issue price of the new shares to the amount of the shares subscribed (after shall be determined in the following manner: any potential reduction in the event of an over- a) subscription); I n case of issuance referred to in paragraphs 3 (a) to (c) above, the subscription price(s) of • As applicable, charge the expenses related the new shares shall be determined pursuant to the share capital increase to the premiums REXEL 2017 – REGISTRATION DOCUMENT 334