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Rexel - AGM 23 May 2019

ITEM 7: The only change proposed in the 2019 remuneration policy of the CEO is
related to weightings of annual bonus financial criteria. No other change is proposed.
Therefore, although the fixed remuneration is below the median, this remuneration
structure is not satisfactory. Target and maximum bonuses are excessive and total
theoretical total remuneration could exceed the SBF 80 median. Moreover, vesting in
case of underperformance is still allowed.

ITEM 9: Unlike last year, amounts granted in 2018 to the CEO seem to be coherent with
performances achieved. Therefore, although amounts at stake are quite generous,
considering the company’s good disclosure and that amounts granted are aligned with
performance, we support item 9.

Rexel S.A.

Rexel distributes low and ultra-low voltage electrical products to contractors, industrial and commercial customers (industrial and commercial companies, municipalities, public entities, parts manufacturers and panel builders). Its products are used for new installations, or maintenance & repair of existing installations. Its products covers Electrical Installation Equipment, Conduits and Cables, Lighting, Security & Communication, Climate Control, Tools, White & Brown Products. Co. also offers services to its customers, such as logistics & distribution, technical assistance & training. Co. operates mainly in four geographical areas: Europe, North America, Asia-Pacific and Latin America.


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