CORPORATE GOVERNANCE 1. BOARD OF DIRECTORS On the date of this Notice the Board of Directors of Rexel consists of 11 directors. 11 Including 1 Directors Senior Independent Director 40%female members* Including 80%independent Directors* 1 64%Directors who are foreign nationals Director Representing the employees 12meetings in 2017 Average Age: 58 years old Attendance rate: 98.10% At its meeting on June 23, 2016, the Board of The Board of Directors meeting of July 28, 2017, Directors decided, following the recommendation of upon recommendation of the Nomination and Rexel’s Nomination and Compensation Committee, Compensation Committee, decided to spl it the to split the duties of Chairman and Chief Executive latter into two separate committees. The Board, Officer between two separate persons as from taking into account the major works to be carried July 1, 2016. The Board of Directors considered, in out within the Group in respect of the succession particular in view of the difficult macroeconomic and of the strengthening of the legal and regulatory and competitive environment of the Rexel Group, provisions relating to management compensation, that the interests of the Rexel Group would be better decided that it was preferable to split the duties served by dissociating the duties of Chairman and of the Nomination and Compensation Committee of Chief Executive Officer, thus al lowing the Chief among two different committees – the Nomination Executive Officer to focus al l of his efforts on the Committee and the Compensation Committee – in implementation of the Rexel Group’s strategy. order to allow the members of such committee to dedicate the necessary time to the various matters Committees submitted to them. The Committees are responsible for providing the Since that date, the three Committees of the Board Board of Directors with their opinions, proposals or of Directors are the fol lowing: the Audit and Risk recommendations. Their powers are strictly advisory Committee, the Nomination Committee and the and they discharge their duties under the Board of Compensation Committee. Directors’ responsibility. Audit and Risk Nomination Committee Compensation Committee Committee (from July 28, 2017)** (from July 28, 2017)** 4meetings in 2017 2meetings in 2017 3meetings in 2017 Independence rate: Independence rate: Independence rate: 100% 83% 80% Average attendance rate: Average attendance rate: Average attendance rate: 85% 80% 86.67% *Excluding the Director representing the employees. ** 5 meetings of the Nomination and Compensation Committee held until July 28, 2017/Independence rate: 100%/Average attendance rate: 100%. CONVENING NOTICE OF THE COMBINED SHAREHOLDERS’ MEETING 18