3 CORPORATEGOVERNANCE 3.1ADMINISTRATION BODIES 3.6 DEEDS OF INCORPORATION AND MANAGEMENT 56 AND BY-LAWS 124 3.1.1Board of Directors 56 3.6.1Corporate purpose 3.1.2Committees of the Board of Directors 79 (article 3 of the by-laws) 124 3.1.3Executive Management 85 3.6.2 Management and administration 3.1.4 Executive Committee 85 bodies (articles 14 to 23 of the by-laws) 124 3.1.5Statements concerning the Board 3.6.3 Rights and obligations attached of Directors 85 to the shares (articles 8, 9, 11, 12 and 13 of the by-laws) 129 3.1.6 Conflicts of interest 86 3.6.4 Changes to Shareholders’ rights 130 3.1.7Service agreements between Directors 3.6.5 Shareholders’ meetings and Rexel or one of its subsidiaries 86 (articles 25 to 33 of the by-laws) 130 3.6.6 Provisions likely to have an impact 3.2COMPENSATION OF CORPORATE on the control of Rexel 132 OFFICERS 86 3.6.7 Identification of shareholders 3.2.1Compensation of Non-Executive and ownership threshold disclosures Corporate Officers (Directors) 86 (articles 10 and 11 of the by-laws) 132 3.2.2 Compensation policy applicable 3.6.8 Special provisions governing to Corporate Officers for the 2018 changes to share capital financial year submitted to the approval (article 7 of the by-laws) 133 of the shareholders (Article L.225-37-2 of the French Commercial Code 87 3.2.3 Individual compensation 3.7 SHAREHOLDERS 133 of the corporate officers 3.7.1Principal shareholders 133 for the financial year 2017 97 3.7.2 Share capital and voting rights 134 3.2.4 Fixed, variable and exceptional 3.7.3 Shareholders’ voting rights 144 components making up the total 3.7.4 Control structure 144 compensation and benefits 3.7.5 Agreements potentially leading of all kinds submitted to the approval to a change of control 144 of the shareholders (Article L.225-100 of the French Commercial Code) 113 3.8 SHARE CAPITAL 145 3.3RELATED PARTY TRANSACTIONS 118 3.8.1Subscribed share capital and 3.3.1Main related-party transactions 118 authorized but unissued share capital 145 3.3.2 Agreements between the executives 3.8.2 Securities not representative or shareholders of Rexel and Rexel’s of share capital 148 subsidiaries 119 3.8.3 Treasury shares and purchase 3.3.3 Special reports of the Statutory Auditors by Rexel of its own shares 148 in relation to the related party 3.8.4 Other securities giving access agreements 120 to the share capital 151 3.8.5 Changes in share capital 152 3.4INSIDER TRADING POLICY 123 3.8.6 Pledges, guarantees and security interests 154 3.5I MPLEMENTATION 3.9 OTHER ELEMENTS THAT MAY HAVE OF THE AFEP-MEDEF CORPORATE AN IMPACT IN CASE OF TENDER OFFER 154 GOVERNANCE CODE FOR LISTED COMPANIES – PARAGRAPH 27.1 123 3.9.1Control mechanisms in relation to employee shareholding 154 3.9.2 Agreements entered into by Rexel to be amended or terminated in case of change of control 155 REXEL 2017 – REGISTRATION DOCUMENT 54