CORPORATE GOVERNANCE Patrick Berard, Chief Executive Officer FIXED ANNUAL COMPENSATION DESCRIPTION AMOUNT Fixed annual compensation €650,000, unchanged since start of duties on July 1, 2016, determined for the whole term of office VARIABLE ANNUAL COMPENSATION DESCRIPTION AMOUNT The variable annual compensation is composed of a: The target variable compensation has been unchanged Financial part (prevailing) since July 1, 2016, determined for the whole term of office Target value: 120% of the fixed compensation • Quantifiable objectives Maximum value: 165% of the fixed compensation – Target portion: 75% of the target variable annual compensation – Maximum share 75% x 150% = 112.5% of the target variable annual compensation Individual part 3 • Quantifiable and/or qualitative objectives – Target portion: 25% of the target variable annual compensation – Maximum share 25% x 100% = 25% of the target variable annual compensation Performance criteria Financial part FINANCIAL CRITERIA WEIGHT TRIGGER TARGET MAXIMUM Sales growth 33.33% Payment of the 1st euro 100% payout if result150% payout if result in volume upon achievement ofreaches 100% of targetreaches 150% of target the sales made within the prior financial year Adjusted EBITA 33.33% 50% payout upon 100% payout if resultPayment capped at 150% in volume achievement of reaches 100% of target the adjusted EBITA made within the prior financial year ATWC 33.33% 50% payout if result100% payout if result150% payout if result reaches 95% of target reaches 100% of target reaches 105% of target Total 100% Calculation on a linear basis. A new mechanism is implemented in 2018, providing that the payment of an overperformance of the sales growth objective (>100%) will be subject to a certain level of achievement of the adjusted EBITA criteria (minimum achievement based on performance representing at least 80% of the increase of the target adjusted EBITA). Individual part NON-FINANCIAL CRITERIA WEIGHT DESCRIPTION Organization 25% Strengthen the management, set effective succession plans Transformation 25% Translate the transformation plans carried out in geographies into operational performance Digital 25% Accelerate the implementation and ramp-up of digital accross the Group Key metrics 25% Embedding and driving core performance through the organization Total 100% Assuming that all criteria detailed above are achieved, the maximum fixed and annual variable compensation would be: MAXIMUM MAXIMUM ACHIEVEMENT INDIVIDUAL ACHIEVEMENT OF THE 2018 2018 VARIABLE FINANCIAL PARTPART OF OF THE 2018 VARIABLE COMPENSATION 2018 TARGET FIXED AND OF THE TARGET THE TARGET VARIABLE COMPENSATION FIXED 2018 TARGET IN % VARIABLE VARIABLE VARIABLE VARIABLE COMPENSATION IN % OF THE FIXED COMPENSATIONOF THE FIXED COMPENSATION COMPENSATION COMPENSATION COMPENSATIONMAXIMUM ACHIEVEMENT MAXIMUM ACHIEVEMENT IN % OF THE COMPENSATION IN € COMPENSATION IN € TARGER IN € IN % AND IN € IN % AND IN €OF THE FINANCIAL PART OF THE INDIVIDUAL PARTTARGET AND IN € AND IN € 75% 25% (75% x 150%) = 112.5% (25% x 100%)=25% 137.5% 165% 650,000 120% 780,000 1,430,000 585,000 195,000 877,500 195,000 1,072,500 1,072,500 REXEL 2017 – REGISTRATION DOCUMENT 93