REXEL DDR 2017 VA - 3.1.6 Conflicts of interest - 3.1.7 Service agreements between Directors and Rexel or one of its subsidiaries - 3.2 COMPENSATION OF CORPORATE OFFICERS - 3.2.1 Compensation of Non-Executive Corporate Officers (Directors) (88/356)

REXEL DDR 2017 VAREXEL DDR 2017 VA - 3.1.6 Conflicts of interest - 3.1.7 Service agreements between Directors and Rexel or one of its subsidiaries - 3.2 COMPENSATION OF CORPORATE OFFICERS - 3.2.1 Compensation of Non-Executive Corporate Officers (Directors) CORPORATE GOVERNANCE 3.1.6 Conflicts of interest Directors who have a confl ict of interest must inform the Senior Independent Director. The Board of Directors has appointed François Henrot as Deputy Chairman of the Board of Directors and Senior Independent Director in charge managing conflict of interest situations. All potential conflicts of interest are submitted to a debate within the Board of Directors. Directors who are in a situation of conflict of interest shall abstain from taking part in the discussions and in the vote of the relevant decisions. 3.2 COMPENSATION OF CORPORATE OFFICERS The Board of Directors refersto the recommendations of the Afep-Medef Code for the determination of corporate officers’ compensation and benefits in kind. The Board of Directors takes such decisions based on the recommendations of the Compensation Committee. 3.2.1 Compensation of Non-Executive Corporate Officers (Directors) The Company’s Shareholders’ Meeting may grant attendance fees to the Directors. On May 22, 2014, Rexel’s Shareholders’ Meeting granted an aggregate envelope of €1,315,000 in attendance fees, that has not been modified since this date. Rules of allocation and amount of the attendance fees paid in respect of 2017 In connection with this envelope and upon recommendation of the Nomination and Compensation Committee, the Board of Directors decided that the attendance fees in respect of the 2017 financial year be allocated as follows: (1)The Chairman and the Deputy Chairman (2) The Chairman of the Board of Directors REXEL 2017 – REGISTRATION DOCUMENT As of the date of this Registration document and to Rexel’s knowledge, there exists no situation that could give rise to a conflict between the private interests of Directors or of Rexel’s executive management and Rexel’s interests. of (inter alia) 3.1.7 Service agreements between Directors and Rexel or one of its subsidiaries There are no service agreements between Directors or members of Rexel’s executive management and Rexel or any of its subsidiaries and providing for the award of any benefits. Fixed portion: €40,000;(1) • Variable portion: €5,000 per Committee meeting, • up to a maximum amount of €40,000 per member ;(2) •For the members serving as Chairman of a Committee: an additional amount of €15,000 for chairing of the Nomination Committee, an additional amount of €15,000 for chairing the Compensation Committee,and an amount of €25,000 for chairing the Audit and Risk Committee; •For the Deputy Chairman and Senior Independent Director of the Board of Directors: a fixed portion of €100,000, the variable portion remaining identical to that mentioned above. The Deputy Chairman and Senior Independent Director of the Board of Directors is not entitled to attendance fees in connection with the chairmanship of a Committee; and •For members coming from a different continent to attend the Board of Directors meetings: a fixed travel allowance of €2,500 per stay. of the Board of Directors do not qualify for this fixed portion. does not qualify for this variable portion. 86