TABLE OF CONTENTS 1 OVERVIEW 6 3 CORPORATE 54 OF THE REXEL GROUP GOVERNANCE MESSAGE FROM PATRICK BERARD 8 3.1 ADMINISTRATION BODIES AND MANAGEMENT 56 3.1.1Board of Directors 56 GROUP KEY FIGURES 10 3.1.2Committees of the Board of Directors 79 GLOBAL FOOTPRINT 12 3.1.3Executive Management 85 3.1.4Executive Committee 85 1.1 KEY CONSOLIDATED FIGURES 14 3.1.5Statements concerning the Board of Directors 85 3.1.6Conflicts of interest 86 1.2 HISTORY AND DEVELOPMENT 16 3.1.7Service agreements between Directors 1.2.1Corporate name 16 and Rexel or one of its subsidiaries 86 1.2.2Place and number of registration 16 3.2 COMPENSATION OF CORPORATE OFFICERS 86 1.2.3Date and term of incorporation 16 3.2.1Compensation of Non-Executive 1.2.4Registered office, legal form, and applicable law 16 Corporate Officers (Directors) 86 1.2.5History of the Rexel Group 16 3.2.2 Compensation policy applicable to Corporate Officers for the 2018 financial year submitted to the approval 1.3 RECENT ACQUISITIONS AND DISPOSALS 17 of the shareholders (Article L.225-37-2 of the French Commercial Code 87 1.4 BUSINESS AND STRATEGY 17 3.2.3 I ndividual compensation of the corporate officers 1.4.1Rexel Group’s Markets 18 for the financial year 2017 97 1.4.2The Rexel Group’s businesses and competitive advantages 20 3.2.4 Fixed, variable and exceptional components making up the total compensation and benefits of all kinds submitted 1.4.3The Rexel Group’s strategy 25 to the approval of the shareholders (Article L.225-100 1.4.4Research and development, patents and licenses 27 of the French Commercial Code) 113 1.5 ORGANIZATION 28 3.3 RELATED PARTY TRANSACTIONS 118 1.5.1Organizational chart 28 3.3.1Main related-party transactions 118 3.3.2 Agreements between the executives or shareholders 1.5.2Principal subsidiaries as of December 31, 2017 28 of Rexel and Rexel’s subsidiaries 119 1.6 PROPERTY AND EQUIPMENT 31 3.3.3 Special reports of the Statutory Auditors in relation to the related party agreements 120 1.7 INVESTMENTS 31 3.4 INSIDER TRADING POLICY 123 1.7.1Investments completed 31 1.7.2Principal investments underway 32 3.5 I MPLEMENTATION OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE 1.7.3Principal investments contemplated 32 FOR LISTED COMPANIES – PARAGRAPH 27.1 123 1.8 REGULATIONS 32 3.6 DEEDS OF INCORPORATION AND BY-LAWS 124 1.8.1Product liability 32 3.6.1Corporate purpose (article 3 of the by-laws) 124 1.8.2Environmental regulations 32 3.6.2 Management and administration bodies (articles 14 to 23 of the by-laws) 124 3.6.3 Rights and obligations attached to the shares 2 RISK FACTORS 34 (articles 8, 9, 11, 12 and 13 of the by-laws) 129 AND INTERNAL CONTROL 3.6.4 Changes to Shareholders’ rights 130 3.6.5 Shareholders’ meetings (articles 25 to 33 of the by-laws) 130 3.6.6 Provisions likely to have an impact on the control of Rexel 132 2.1 RISK FACTORS 36 3.6.7 I dentification of shareholders and ownership 2.1.1Risks relating to the industry 36 threshold disclosures (articles 10 and 11 of the by-laws) 132 2.1.2Legal and regulatory risks 40 3.6.8 Special provisions governing changes to share capital (article 7 of the by-laws) 133 2.1.3Risks relating to the Rexel Group’s financing 42 2.1.4Market risks 44 3.7 SHAREHOLDERS 133 3.7.1Principal shareholders 133 2.2 INSURANCE 46 3.7.2Share capital and voting rights 134 2.3 I NTERNAL CONTROL AND RISK 3.7.3Shareholders’ voting rights 144 MANAGEMENT PROCEDURES 47 3.7.4 Control structure 144 2.3.1Control environment 47 3.7.5Agreements potentially leading to a change of control 144 2.3.2 Risk management system 48 3.8 SHARE CAPITAL 145 2.3.3 Control activities 49 3.8.1Subscribed share capital and authorized 2.3.4 Internal communication of relevant and reliable information 50 but unissued share capital 145 2.3.5 Steering and monitoring of the internal control system 50 3.8.2 Securities not representative of share capital 148 2.3.6 I nternal control procedures relating to the preparation 3.8.3 Treasury shares and purchase by Rexel of its own shares 148 and treatment of accounting and financial information 51 3.8.4 Other securities giving access to the share capital 151 REXEL 2017 – REGISTRATION DOCUMENT 2