CORPORATE GOVERNANCE Any al location of performance shares to Patrick are designed to be more stringent than the annual Berard, Chief Executive Officer, wil l be subject to guidance. the achievement of rigorous performance criteria The performance criteria set for the variable short adapted to the current Rexel environment. These term compensation and the long term variable performance criteria will be defined in accordance compensation may be, in part, of the same nature with the Medium Term Plan(1) of Rexel (Plan Moyen (they include, for some of them, key indicators Terme), approved by the Board of Directors. The to evaluate the financial performance of Rexel). Medium Term Plan sets the objectives for the next However, the variable performance targeted three year-period. effectively remunerated may vary to the extent The internal performance criteria wil l be assessed that the short term variable compensation targeted after the three year period, and will correspond to is based for 25% on non financial criteria and the the average annual performances (annualization of long term compensation is based on, for 20%, the Medium Term Plan objectives). The performance the Rexel share as compared to the SBF 120 GR level relating to the Rexel share will also be assessed index. In addition, financial criteria of the short after the three year period. term variable compensation are based on annual These chal lenging objectives entailed moderate objectives whereas the objectives of the long term levels of vesting for the last plans which resulted in variable compensation are those of the three year 3 a delivery of shares: 35.2% for the April 2013 plan, period Medium Term Plan (recognizing a sustainable 36.0% for the 2+2 Transition plan of May 2014 and growth). Finally, mechanisms like the one applicable 31.0% for the Key Manager plan of May 2014. to the 2018 variable compensation which submits the payment of an over performance of sales growth The expected level of achievement and the to the achievement of a minimum EBITA (80% of the performance achieved will be disclosed in a precisely increase of the targeted Adjusted EBITA) also allow manner ex-post in the Registration document. to distinguish the way the performance is achieved. An ex-ante communication with respect to the More general ly, the performance shares are objectives will not allow the preservation of the Rexel al located to a significant number of employees Group interests as it would result in communicating (between 600 and 700 in average per year) and it is indications on its long term strategy in a highly important that these key financial criteria measuring competitive environment. The main financial criteria the performance of the Group would be used as well (sales and EBITA growth) on the three year period for these plans. 3.2.2.8 Summary of the compensation items for the 2018 financial year for each corporate officer Ian Meakins For the financial year 2018, in accordance with the compensation policy determined for the term of office, the compensation of Ian Meakins remained unchanged, and is made up of the following items: Fixed annual compensation The annual gross fixed compensation of Ian Meakins is maintained at €500,000. This fixed compensation is determined for the whole term of office. Variable annual Compensation Ian Meakins does not benefit from any variable annual compensation. Deferred variable compensation Ian Meakins does not benefit from any deferred variable compensation. Multi-annual variable Ian Meakins does not benefit from any multi-annual variable compensation. compensation Exceptional compensation Ian Meakins does not benefit from any exceptional compensation. Benefits of any kind Ian Meakins does not benefit from any benefit in kind. Long-term compensation: Ian Meakins does not benefit from any long-term compensation item. allocation of performance shares Severance indemnities Ian Meakins does not benefit from any severance indemnity Non-compete indemnity Ian Meakins does not benefit from any non-compete indemnity Supplemental retirement plan Ian Meakins does not benefit from any supplemental retirement plan (1) 2017 Medium Term Plan for 2018 allocation. REXEL 2017 – REGISTRATION DOCUMENT 95