CORPORATE GOVERNANCE In accordance with the provisions of Article L.225- paid to an executive corporate officer who carries 100 of the French Commercial Code, the payment out the duties of director of Rexel. of exceptional compensation items (exceptional compensation or recruitment indemnity as defined Benefits in kind above) can only be made subject to the approval of Executive corporate officers may also be granted the compensation items of the relevant person by a benefits in kind, in respect of the duties carried out shareholders’ meeting. within the Rexel Group, such as a healthcare/welfare col lective coverage a basic and a supplemental Attendance fees retirement scheme, a health checkup, tax and pension Further to the decision of the Board of Directors of advice as well as the availability of a company car. February 10, 2016, no intragroup attendance fees The Chief Executive Officer may also be granted are paid. Furthermore, no attendance fees shall be benefits in kind, subject to the following conditions: OBJECTIVE AND LINK WITH THE STRATEGY APPLICATION PERFORMANCE METRICS Company car Eligibility of executive officers in Value of the policy applicable to the To apply the policy applicable to respect of the general policy of Rexel executives of Rexel. 3 the executives of Rexel. relating to vehicles. Healthcare insurance/death and Eligibility of the executive officers to Contribution to a collective insurance disability the coverage offered to employees. policy (the rules are identical for all To protect the executive employees). corporate officers by applying the same coverage as to other employees. Unemployment “GSC” coverage Subscription of unemployment Contributions applicable based on the To protect executive corporate coverage for executive officers. GSC set of criteria. officers against unemployment. Note: Patrick Berard is not eligible to this coverage. Multi-year compensation The severance indemnities are limited to an amount The Board of Directors has not provided for any that cannot exceed 24 months of the monthly multi-year compensation at the benefit of executive reference compensation of the relevant executive corporate officers. corporate officer (compensation defined as last fixed and variable annual compensation received, divided by 12, excluding any exceptionnal bonus). Severance indemnities The compensation policy of executive corporate The severance indemnity is not applicable in the officers determined by the Board of Directors event of resignation, termination for gross negligence provides, under certain conditions, the payment of (faute grave) or willful misconduct (faute lourde), or compulsory retirement leave.(2) severance indemnities. These severance indemnities are subject to the A non-compete clause may be provided for (period following cumulative conditions: (i) in the event of l imited to 12 months). The Board of Directors forced departure and (ii) change of control or of reserves the right to waive implementation of this strategy. non-compete clause.(3) The payment of such indemnities is also subject The gross severance indemnity, limited to 24 months to performance conditions to be assessed over of monthly reference compensation, includes, as the 2 years.(1) case may be, the non-compete indemnity. (1)The payment of 60% of the indemnity would depend on the EBITA level of the Rexel Group. 100% of this payment would be due if the EBITA level, calculated based on the audited consolidated financial statements of Rexel of the last two financial years prior to the date of termination of the corporate office, reaches at least an average of 60% of the budgeted values for such two financial years; and The payment of 40% of the indemnity would depend on the ATWC level (average trade working capital requirement) of the Rexel Group. 100% of this payment would be due if the ATWC level, calculated based on the audited consolidated financial statements of Rexel of the last two financial years prior to the date of termination of the corporate office, reaches on average a maximum of 125% of the budgeted performance for such two financial years. (2) The position adopted by the Board of Directors is more restrictive than the guidelines of the Afep-Medef Code that provides for the payment of indemnities in case of forced departure “independent of the form of such departure”. (3) The Board of Directors, having the option to assess the interest for the Group to activate the non-compete clause or to waive its right in such respect depending on the effective risk of competition upon the departure of the executive (in particular in the situation where the executive would continue to carry out missions or functions for competitors, even after a retirement leave), believes that the activation of such clause should not be ruled out as a principle (in particular, taking into account the various legislations applicable in respect of retirement rights for international executives). REXEL 2017 – REGISTRATION DOCUMENT 91