AGENDA OF THE COMBINED SHAREHOLDERS’ MEETING OF MAY 24, 2018 1. RESOLUTIONS SUBMITTED TO THE ORDINARY SHAREHOLDERS’ MEETING •Reading of the report of the Board of Directors making up the total compensation and the benefits on Rexel’s consol idated and annual financial of any kind attributable to the Chief Executive statements for the year ended December 31, 2017, Officer for the financial year 2018; including the report on corporate governance; • Approval of the fixed, variable and exceptional •Reading of the report of the Board of Directors on components making up the total compensation free shares allocation; and the benefits of any kind paid or allocated in Reading of the general reports of the Statutory respect of the 2017 financial year to Ian Meakins, • Auditors on the annual financial statements Chairman of the Board of Directors; and consol idated financial statements for the Approval of the fixed, variable and exceptional • financial year ended December 31, 2017, of the components making up the total compensation special report of the Statutory Auditors on the and the benefits of any kind paid or allocated in agreements governed by articles L.225-38 et seq. respect of the 2017 financial year to Patrick Berard, of the French Commercial Code; Chief Executive Officer; •Reading of the report of the Board of Directors to Approval of the fixed, variable and exceptional • the Ordinary Shareholders’ Meeting; components making up the total compensation •Approval of the annual financial statements for the and the benefits of any kind paid or allocated in financial year ended December 31, 2017; respect of the 2017 financial year to Catherine Guil louard, Deputy Chief Executive Officer until •Approval of the consolidated financial statements February 20, 2017; for the financial year ended December 31, 2017; Al location of the profits for the financial year • Approval of the co-option of Jan Markus • Alexanderson as director; ended December 31, 2017 and payment of the dividend; • Renewal of the term of office of Jan Markus Authorization of agreements referred to in Articles Alexanderson as director; • L.225-38 et seq. of the French Commercial Code; Renewal of the term of office of Hendrica Verhagen • Approval of the principles and criterion for the as director; • determination, the breakdown and the allocation Renewal of the term of office of Maria Richter as • of fixed, variable and exceptional components director; making up the total compensation and the benefits of any kind attributable to the Chairman of the • Renewal of the term of PricewaterhouseCoopers Board of Directors for the financial year 2018; Audit as Statutory Auditor; •Approval of the principles and criterion for the • Authorization to be granted to the Board of determination, the breakdown and the allocation Directors to carry out transactions on the of fixed, variable and exceptional components Company’s shares; CONVENING NOTICE OF THE COMBINED SHAREHOLDERS’ MEETING 30