CORPORATE GOVERNANCE that there was no significant business relationship • Finally, as of the date of this Registration document between Rexel and the Rothschild group, taking into Rexel is not preparing any external growth consideration: operations with the Rothschild group. •The fees paid to the Rothschild Group represent a small percentage of the consolidated turnover of The Board of Directors, in consideration of the Rexel (0.005% in 2017); report established by the Nomination Committee, concluded that the Directors, with the exception •The type of missions provided by the Rothschild of Marcus Alexander and Patrick Berard, met the group to Rexel . Those financial consulting independence criteria within the meaning of the missions do not fall under the field of intervention Afep-Medef Code. of François Henrot within the Rothschild group. Those missions are not provided by departments This analysis did not cover Julien Bonnel as director or offices under his reponsability and François representing the employees. Henrot is not informed, within the Rothschild group, of the missions carried out for the benefit The findings of this review are set out in the table of Rexel due to the existence of chinese walls; and below: Summary table of the independent criteria of the Directors in view of the criteria of the Afep-Medef Code NOT BEING OR HAVING BEEN WITHIN THE LAST FIVE YEARS AN EMPLOYEE, NOT EXECUTIVE REPRESENTING CORPORATE NOT BEING NOT BEING A A SHAREHOLDER OFFICER OR ABSENCE ABSENCE OF ABSENCE AN AUDITOR DIRECTOR FOR HAVING MORE DIRECTOR WITHIN OF CROSS- BUSINESS OF FAMILY OR FORMER MORE THAN THAN 10%, ALONE DECIDED THE GROUP DIRECTORSHIPS RELATIONS TIES AUDITOR 12 YEARS OR IN CONCERT CHARACTERISATION Ian Meakins √ √ √ √ √ √ √ Independent François Henrot √ √ √(1) √ √ √ √ Independent Marcus Alexanderson √ √ √ √ √ √ (2) Not independent Patrick Berard (3) √ √ √ √ √ √ Not independent Julien Bonnel Director representing the employees (4) Thomas Farrell √ √ √ √ √ √ √ Independent Fritz Froehlich √ √ √ √ √ √ √ Independent Elen Phillips √ √ √ √ √ √ √ Independent Maria Richter √ √ √ √ √ √ √ Independent Agnès Touraine √ √ √ √ √ √ √ Independent Herna Verhagen √ √ √ √ √ √ √ Independent (1) Please see above for an analysis of the situation of François Henrot. (2) Marcus Alexanderson represents Cevian, a shareholder representing more than 10% of the share capital. (3) Patrick Berard has been serving as Chief Executive Officer of Rexel since July 1, 2016. His employment agreement is suspended during the exercise of his duties. (4) I n accordance with the guidelines of the Afep-Medef Code, the Director representing the employees is not accounted for in the calculation of the independence rates of the Board and of the Committees. Balanced representation of men and women In connection with the renewalof the office of three directors (Marcus Alexanderson, Herna As at December 31, 2017, the Board of Directors Verhagen and Maria Richter) suggested to the comprised 4 female members out of a total of 10 Shareholders’ Meeting of May 24, 2018, and if the members (excluding the director representing Shareholders’ Meeting approves this renewal, the the employees) i.e., 40%, and was therefore in percentage of females wil l be unchanged and the compliance with the provisions of article L.225-18-1 Board of Directors will remain in compliance with the of the French Commercial Code. provisions referred to above. Also, two out of the three Committees of the Board of Directors are chaired by a female: the Nomination Multiple corporate offices Committee is chaired by Herna Verhagen and the Regarding multiple corporate offices, Rexel aims Compensation Committee is chaired by Agnès to comply with the recommendations of the Afep- Touraine. Medef Code. REXEL 2017 – REGISTRATION DOCUMENT 72