CORPORATE GOVERNANCE Upon recommendation of the Compensation Committee, the Board of Directors of February 13, 2018 decided to determine the compensation of the Directors as follows: FINANCIAL YEAR ENDED DECEMBER 31, 2017 2016 FIXED VARIABLE TRAVEL TOTAL FIXED VARIABLE TRAVEL TOTAL PORTION PORTION ALLOWANCE PORTION PORTION ALLOWANCE DIRECTORS Ian Meakins(1) 10,100 10,100 – – – – – – François Henrot(2) 100,000 40,000 140,000 75,100(7) 40,000 115,100 – – Marcus Alexanderson(3) 25,200 25,000 50,200 – – – – – Patrick Berard – – – – – – – – Julien Bonnel(4) 4,900 10,000 14,900 – – – – Thomas Farrell 40,000 40,000 15,000 95,000 40,000 40,000 15,000 95,000 Fritz Froehlich 65,000(7) 40,000 105,000 65,000(7) 40,000 105,000 – – Elen Phillips 40,000 30,000 17,500 87,500 32,800 15,000 15,000 62,800 Maria Richter 40,000 40,000 17,500 97,500 40,000 40,000 15,000 95,000 3 Agnès Touraine(5) 42,100(7) 30,000 72,100 – – – – – Herna Verhagen(6) 46,500(7) 25,000 71,500 40,000 25,000 65,000 – – FORMER DIRECTORS Isabel Marey-Semper – – – – 6,800 – – 6,800 Monika Ribar – – – – 7,400 10,000 – 17,400 Pier-Luigi Sigismondi – – – – 40,000 35,000 7,500 82,500 Marianne Culver – – – – 28,300 20,000 – 48,300 Total 733,700 703,000 (1)I an Meakins was co-opted by the Board of Directors on July 1, 2016 prior to becoming its Chairman as from October 1, 2016. The attendance fees paid in respect of 2016 corresponds to the compensation of Ian Meakins as director from July 1 to September 30, 2016 (the compensation received as Chairman of the Board of Directors is referred to in paragraph 3.2.3.1 “Compensation and other benefits of Chairman of the Board of Directors Ian Meakins for the financial year 2017” of this Registration document). (2) François Henrot acted as interim Chairman of the Board of Directors from July 1 to September 30, 2016. He has not received any attendance fees in respect of this period. (3) Marcus Alexanderson was co-opted by the Board of Directors of May 15, 2017; such co-option will be submitted to the shareholders meeting of May 24, 2018 (4) Upon its meeting of November 27, 2017 the Board of Directors of Rexel acknowledged the appointment of Julien Bonnel in the capacity of director representing the employees, effective from November 17, 2017. Julien Bonnel is eligible to receive attendance fees with the same terms as the other directors. All of the attendance fees allocated to Julien Bonnel in his capacity as director representing the employees are paid to the trade union organization that appointed him. Julien Bonnel also receives compensation as an employee of Rexel France. (5) Agnès Touraine was co-opted by the Board of Directors on February 10, 2017; her co-option was approved by the shareholders meeting of May 23, 2017. She has been serving as Chairman of the Compensation Committee since July 28, 2017. (6) Herna Verhagen has been serving as Chairman of the Nomination Committee since July 28, 2017. (7) Including compensation as Chairman of a Committee. Rules of allocation of the attendance fees to be 3.2.2 Compensation policy applicable to paid in respect of 2018: Corporate Officers for the 2018 financial year The Board of Directors decided to renew in 2018 the submitted to the approval of the shareholders rules of allocation of the attendance fees as defined (Article L.225-37-2 of the French Commercial above for 2017, based on the same envelope of Code €1,315,000. Pursuant to Article L.225-37-2 of the French It is restated that the directors must comply with CommercialCode, this section describes the an obligation to hold shares of the Company over principles and criteria for determining and allocating their term of office (of an amount equivalent to the fixed, variable and exceptional components that theoretical fixed portion of the annual attendance make total compensation and benefits of all kinds, fees). This obligation does not apply to the director paid to corporate officers for 2018. representing the employees. REXEL 2017 – REGISTRATION DOCUMENT 87