CORPORATE GOVERNANCE Patrick Berard For the financial year 2018, in accordance with the compensation policy determined for the term of office, the compensation of Patrick Berard remained unchanged, and is made up of the following items: Fixed annual compensation The annual gross fixed compensation of Patrick Berard is maintained at €650,000. This fixed compensation is determined for the whole term of office. Variable annual compensation The annual variable target-based compensation of Patrick Berard is maintained at 120% of the annual fixed compensation. The 2018 variable compensation is based for 75% on financial criteria and for 25% on individual criteria. The financial part of the variable compensation is capped at 150%, if the achieved financial results exceed 100% of the financial targets. The individual portion of the variable compensation is capped at 100% of achievement. Thus, the maximum variable compensation cannot exceed 165% of the fixed compensation. The financial objectives are: sales growth in volume (33.33%), adjusted EBITA in volume (33.33%) and ATWC (33.33%). Exceptional compensation The compensation policy provides for the possibility to allocate an exceptional compensation under limitative conditions as detailed in paragraph 3.2.2.5 of the Registration document. Valuation of benefits in kind Patrick Berard receives benefits in kind, consisting of a company car (in accordance with the policy applicable to the executives of Rexel). Long-term compensation: The Board of Directors considers that share allocation mechanisms, that also benefit allocation of performance shares to other keys duties in the company, are particularly adapted to the duties of executive corporate officers, considering the level of responsibility of these duties as well as their capacity to contribute directly to the long-term performance of the company in line with the interests of the shareholders. The shares allotted to the Chief Executive Officer are fully subject to performance criteria assessed over periods of at least three years. These shares are also allotted subject to a presence criterion of three years. Furthermore, the allotment is limited by two specific caps in value and in number of shares: • the annual value of the performance shares allotted in respect of a financial year to the Chief Executive Officer cannot exceed 100% of his annual fixed and variable target compensation in respect of such financial year (as defined in paragraph 3.2.2.7 “Compensation items and performance criteria summary tables for the 2018 financial year”); and • the number of shares allotted to the corporate officers cannot exceed 10% of the total performance shares allotted to all of the beneficiaries.(1) The Chief Executive Officer has a lock-up obligation in respect of 20% of the shares vested in connection with these schemes until the termination of his duties. Severance indemnity / The Board of Directors decided not to grant to Patrick Berard any severance indemnity Non-compete indemnity resulting from the termination of his duties as Chief Executive Officer, nor any non- compete indemnity in connection with the termination of such duties, taking into account his career and profile. The employment agreement of Patrick Berard, suspended during the exercise of his duties as Chief Executive Officer, provides under certain conditions, in case of termination by the employer(2), the payment of such indemnities, within the limits of a global amount of 18 months of monthly reference compensation (i.e., the last annual fixed compensation increased by the average amount of the last 2 bonuses received, divided by 12)(3). The suspended employment agreement of Patrick Berard also provides for a potential non-compete indemnity under certain conditions, the indemnification of which would range within the total limit of 18 months of monthly reference compensation as described above. It is specified by the Board of Directors that in case of reactivation of the employment agreement of Patrick Berard, these potential severance indemnities would be calculated without taking into account the exercise period of the corporate office (without considering his seniority or fixed or variable compensation received as a corporate officer). Supplemental retirement plan Upholding of the supplemental retirement plan (as detailed in paragraph 3.2.2.5 “Other compensation items”), taking into account the career and length of service of Patrick Berard. The benefits of the defined-benefit retirement scheme in respect of the corporate office is subject to performance criteria. (1) i.e., a maximum of 0.14% of the share capital over a period of 26 months in accordance with the resolution submitted to the ordinary and extraordinary shareholders general meeting to be held on 24 May 2018. (2) Except for gross negligence (faute grave) or willful misconduct (faute lourde), or compulsory retirement leave. (3) This amount includes all legal or contractual indemnity. REXEL 2017 – REGISTRATION DOCUMENT 96