CORPORATE GOVERNANCE The table below presents a summary of the membership of the Board of Directors as at December 31, 2017: MEMBERSHIP OF A COMMITTEE DUTIES WITHIN OTHER DUTIES OF THE BOARD BOARD MEMBER AUDIT DATE OF EXPIRY OF DIRECTORS HELD IN LISTED AND RISK NOMINATION COMPENSATION DATE OF FIRST OF TERM NAME OF REXEL GENDER NATIONALITY AGE INDEPENDENCE COMPANIES COMMITTEE COMMITTEE COMMITTEE APPOINTMENT OF OFFICE Ian Meakins Chairman Male British 61 Yes No ● ● ● July 1, 2016(1) 2021 Shareholders’ meeting François Henrot Deputy Chairman Male French 68 Yes Yes ● ● October 30, 2021 Senior 2013(2) Shareholders’ Independent meeting Director Marcus Director Male Swedish 42 No No ● ● May 15, 2017 2018 Alexanderson(3) Shareholders’ meeting Patrick Berard Director Male French 64 No No May 23, 2017 2021 Shareholders’meeting 3 Julien Bonnel(4) Director Male French 32 No ● November 17, 2021 - representing the 2017 Shareholders’ employees meeting Thomas Farrell Director Male US 61 Yes No ● ● May 16, 2012(2) 2020 Shareholders’ meeting Fritz Froehlich Director Male German 76 Yes No ■ April 4, 2007(2) 2019 Shareholders’ meeting Elen Phillips Director Female US and British 58 Yes No ● ● March 8, 2016 2020 Shareholders’ meeting Maria Richter(5) Director Female US and Panama 63 Yes Yes ● ● May 22, 2014 2019 Shareholders’ meeting Agnès Touraine Director Female French 63 Yes Yes ■ February 10, 2020 2017 Shareholders’ meeting Herna Verhagen(6) Director Female Dutch 51 Yes Yes ■ November 28, 2018 2013(2) Shareholders’ meeting ● Committee member■ Committee chairman (1) I n his capacity as director, Ian Meakins has been Chairman of the Board of Directors since October 1, 2016. (2) I n the capacity of member of the Supervisory board, and subsequently in the capacity of Director as of May 22, 2014. (3) Co-opted by the Board of Directors on May 15, 2017 further to the resignation of Pier-Luigi Sigismondi. The approval of his co- option as well as the renewal of his term of office will be submitted to the approval of the shareholders meeting of May 24, 2018. (4) Appointed on November 17, 2017 by the most representative trade union in France, pursuant to the provisions of article 7.1 of the by-laws of Rexel, as amended by the shareholders meeting of May 23, 2017. (5) The renewal of her term of office will be submitted to the approval of the Shareholders Meeting of May 24, 2018. (6) The renewal of her term of office will be submitted to the approval of the Shareholders Meeting of May 24, 2018. The table below presents the main characteristics of the Board of Directors as at December 31, 2017: AVERAGE NUMBER OF ATTENDANCE RATE REPRESENTATION MEETINGS OF AT THE MEETINGS NUMBER OF INDEPENDENCE OF WOMEN WITHIN AVERAGE THE BOARD OF THE BOARD DIRECTORS RATE (1) THE BOARD (1) AGE 12 98.10% 11 80% • 40% 58 • 2 committees out of 3 chaired by women (1) Excluding the Director representing the employees. REXEL 2017 – REGISTRATION DOCUMENT 57