CORPORATE GOVERNANCE 3.2.2.9 Resolutions submitted to the Ordinary up the total compensation and the benefits of any and Extraordinary Shareholders’ Meeting of kind attributable to the Chairman of the Board of May 24, 2018 Directors by virtue of its mandate for the financial In accordance with article L.225-37-2 of the year 2018 as presented in such document.” French Commercial Code, the draft resolutions submitted to the general ordinary and extraordinary • For the Chief Executive Officer: shareholders meeting of Rexel of May 24, 2018 in order to approve the principles and criteria of “Sixth resolution determination, distribution and al location of the (Approval of the principles and criterion for the various compensation items of the Chairman of determination, the breakdown and the allocation of the Board of Directors and of the Chief Executive fixed, variable and exceptional components making Officer are as follows: up the total compensation and the benefits of any kind attributable to the Chief Executive Officer for • For the Chairman of the Board of Directors: the financial year 2018) “Fifth resolution The Shareholders’ Meeting, deciding under the (Approval of the principles and criterion for the quorum and majority requirements for ordinary 3 shareholders’ meetings, determination, the breakdown and the allocation of fixed, variable and exceptional components making Having reviewed chapter 3 of the Registration up the total compensation and the benefits of any document of the Company for the financial year kind attributable to the Chairman of the Board of ended December 31, 2017, which constitutes the Directors for the financial year 2018) report on corporate governance, in accordance The Shareholders’ Meeting, deciding under the with articles L.225-37 and L.225-37-2 of the French quorum and majority requirements for ordinary Commercial Code, and in particular paragraph 3.2.2 shareholders’ meetings, “Compensation pol icy appl icable to corporate officers for the 2018 financial year submitted to the Having reviewed chapter 3 of the Registration approval of the shareholders (article L.225-37-2 of document of the Company for the financial year the French Commercial Code)”. ended December 31, 2017, which constitutes the report on corporate governance, in accordance Approved the principles and criterion for the with articles L.225-37 and L.225-37-2 of the French determination, the breakdown and the allocation of Commercial Code, and in particular paragraph 3.2.2 fixed, variable and exceptional components making “Compensation pol icy appl icable to corporate up the total compensation and the benefits of any officers for the 2018 financial year submitted to the kind attributable to the Chief Executive Officer by approval of the shareholders (article L.225-37-2 of virtue of its mandate for the financial year 2018 as the French Commercial Code)”. presented in such document.” Approved the principles and criterion for the These drafts resolutions are set out in paragraph 6.2 determination, the breakdown and the allocation of “Text of the draft resolutions” of this Registration fixed, variable and exceptional components making document. 3.2.3 Individual compensation of the corporate officers for the financial year 2017 3.2.3.1 Compensation and benefits of Ian Meakins, Chairman of the Board of Directors for the financial year 2017 Compensation and options/shares allotted during the last two financial years IAN MEAKINS (IN €) 2017 2016(1) Compensation allocated in respect of the financial year 500,000 125,000 Valuation of the options allocated during the financial year N/A N/A Valuation of the performance shares allocated during the year N/A N/A (1)Ian Meakins was appointed as Chairman of the Board of Directors from October 1, 2016. REXEL 2017 – REGISTRATION DOCUMENT 97