CORPORATE GOVERNANCE LONG-TERM VARIABLE COMPENSATION DESCRIPTION AMOUNT Allotment of shares fully subject to challenging performance Maximum number of shares that may be allotted: 10% of criteria assessed over minimum period of 3 years, and the total shares allotted to all beneficiaries (within the total condition of presence limit of the percentage of share capital authorized by the shareholders meeting of May 24, 2018) (1) Maximum value of the shares upon allotment: 100% of the target fixed and variable annual compensation of Patrick Berard, i.e., €1,430,000 Performance criteria CRITERIA WEIGHT TRIGGER TARGET MAXIMUM COMMENTS Annual average of EBITA 30% Vesting equal to 50% if Vesting equal to 100% if Vesting equal to 150% if Calculation on a growth rates 2017-2020 the average reaches 75% the objective is reached the average exceeds or linear basis (Mid-term Plan) of the objective is equal to 125% of the between the objective points Annual average of sales 30% Vesting equal to 50% if Vesting equal to 100% if Vesting equal to 150% if Calculation on a organic growth 2017- the average reaches 75% the objective is reached the average exceeds or linear basis 2020 (Mid-term Plan) of the objective is equal to 125% of the between the objective points Average over the 20% Vesting equal to 50% if Vesting equal to 100% if Vesting equal to 150% if Calculation on a years 2018, 2019, and the average reaches 90% the objective is reached the average exceeds or linear basis 2020 of the free of the objective is equal to 120% of the between the cash flow before net objective points interest and taxes / EBITDA (Mid-term Plan) Relative performance 20% Vesting equal to 50% if Vesting equal to 100% if Vesting equal to 150% if of the Rexel share the performance of the the performance of the the performance of the compared to the Rexel share is equal to Rexel share exceeds Rexel share exceeds SBF 120 GR index (2) the performance of the the performance of the the performance of the SBF 120 GR index SBF 120 GR index by 5% SBF 120 GR index by 10% 100% The percentage carried out is weighted according to each performance criterion to obtain a total weighted percentage. In any case, the total amount after weighting cannot exceed 100% of the initial allotment (1) i.e., a maximum of 0.14% of the share capital over a period of 26 months, on a maximum of 1,4% of the share capital over the same period. (2) The relative performance criterion of the Rexel share compared to the SBF 120 GR index replaces the previously determined TSR criteron based on a panel of selected companies. This change is due to the difficulty to establish and update a representative panel of companies comparable to Rexel (in particular from a geographical, strategic challenges, digital transformation in product and services sales point of view…). The SBF 120 GR index, which Rexel is a part of, better integrates some of these criteria. The weighting of this criterion, the triggering threshold, the target and maximum vesting have been determined based on a comparable structure to that of the TSR criterion previously used, in line with market practice. REXEL 2017 – REGISTRATION DOCUMENT 94