Rexel : Article r225-29-1 IV of the French Commercial Code - Compensation policy

Compensation policy of the Chairman of the Board of Directors,of the Directors and of the Chief

Executive Officer

General Shareholders' Meeting held on April 21, 2022

Outcome of the votes on resolutions

(Article R.225-29-1 IV of the French Commercial Code)

Vote For
Fifth resolution	Approval of the compensation policy applying to the Chairman of the Board of Directors for the 2022 financial year, pursuant to Article L.22-10-8 of the French Commercial Code	99,8%
Sixth resolution	Approval of the compensation policy applying to the Directors for the 2022 financial year, pursuant to Article L.22-10-8 of the French Commercial Code.	98,6%
Seventh resolution	Approval of the compensation policy applying to the Chief Executive Officer for the 2022 financial year, pursuant to Article L.22-10-8 of the French Commercial Code	95%

Hereafter, the compensation policy, extracts of the 2021 Universal

Registration Document

Corporate governance

3.2 Compensation of Corporate Officers

The Board of Directors refers to the recommendations of the AFEP-MEDEF Code for determining the corporate officers' compensationand benefits in kind. It also makes such decisions based on the recommendations of the Compensation Committee.

3.2.1 Compensation policy applicable to corporate officers for the financial year 2022 subject to shareholders' approval (Article L.22-10-8 of the French Commercial Code)

Pursuant to Article L.22-10-8 of the French Commercial Code, the following section describesthe compensation policy applicable to corporate officers for the financial year 2022.

3.2.1.1 General principles of the 2022 compensation policy

The compensation policy is set by the Board of Directors following the recommendation of the Compensation Committee. The Board of Directors may decide on an item or undertaking in favor of its Chairman or Chief Executive Officer. In that case, the latter may not take part in the deliberations or vote on the relevant item or undertaking.

The compensation policy covers non-executive corporate officers, i.e., the directors.

It also covers managing corporate officers, who are, in accordance with the governance structure in place:

• • The Chairman of the Board of Directors (non-executive corporate officer); and

• • The Chief Executive Officer (executive corporate officer).

The policy submitted to the Shareholders' Meeting describes all items of compensation. It was established in accordance with all of the AFEP-MEDEF recommendations.

The compensation policy for corporate officers thus aims to take into account:

• • the company's best interest;

• • market practices;

• • the performance of its executives.

It allows to promote the Group's performance and competitiveness. Thus, the compensation and benefit items of all kinds for corporate officers are analyzed in an exhaustive and consistent manner, in line with the Group's strategy.

The compensation policy takes into account the need to attract, motivate and retain high-performing and experienced managers. The business sector of the Group is, indeed, characterized by strong competitiveness. It is distinguished by major economic and financial challenges, as well as societal and environmental ones.

The compensation policy also takes into account the specific nature of the Group's activities, in line with the compensation and employment conditions of its employees(1). It conforms to market practices observed in companies in the same sector. It takes into account the expectations of shareholders and other stakeholders. These expectations relate in particular to social and environmental responsibility, transparency and performance.

The compensation items paid to corporate officers consists of a fixed and a variable component. The fixed component is used to retain and motivate executives. The variable component is based on financial and non-financial criteria. The financial criteria are based on the budget and on performance indicators analyzed by Rexel. The non-financial criteria include social, societal and environmental criteria. The Board of Directors ensures that the variable compensation component is sufficiently significant in relation to the fixed compensation. The compensation policy thus maintains consistency between the overall compensation of corporate officers and the Group's financial and non-financial performance.

The 2022 compensation policy is identical to the 2021 compensation policy for the directors and the Chairman of the Board of Directors.

(1) In particular, the compensation structure, the assessment criteria or the evolution of compensation according to business lines, geographies or employee categories.

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Corporate governance

The 2022 compensation policy for the Chief Executive Officer is identical to the 2021 compensation policy for the Chief Executive Officer applicable as of the appointment of Guillaume Texier as Chief Executive Officer.

The compensation policies for the Chairman of the Board of Directors and the Chief Executive Officer are defined for the entirety of their terms of office and cannot be reviewed during the course thereof.

Furthermore, the Board of Directors analyzes and takes into account the votes of the last Shareholders' Meeting.

Below are the votes relating to the 2021 compensation policy and the votes relating to the compensation elements paid or granted for the 2020 financial year at the Shareholders' Meeting of April 22, 2021:

RESOLUTION	% VOTE	FAVORABLE OPINION / UNFAVORABLE OPINION
#5	99,93%	Favorable opinion

Approval of the compensation policy, attributable to the Chairman of the Board of Directors for the 2021 financial year, referred to in Article L.22-10-8 of the French Commercial Code

#6

99,84%Favorable opinion

Approval of the compensation policy attributable to Directors for the 2021 financial year, referred to in Article L.22-10-8 of the French Commercial Code

#7

97,91%Favorable opinion

Approval of the compensation policy attributable to the Chief Executive Officer for the 2021 financial year, referred to in Article L.22-10-8 of the French Commercial Code

#8

98,55%Favorable opinion

Approval of information referred to in Article L.22-10-9, I of the French Commercial Code for the financial year ended December 31, 2020

#9

99,28%Favorable opinion

Approval of the fixed, variable and exceptional items making up the total compensation and benefits of any kind paid or granted for the 2020 financial year to Mr. Ian Meakins, Chairman of the Board of Directors

#10

96,51%Favorable opinion

Approval of the fixed, variable and exceptional items making up the total compensation and benefits of any kind paid or granted for the 2020 financial year to Mr. Patrick Berard, Chief Executive Officer

#25

96,58%Favorable opinion

Approval of the compensation policy applicable to the Chief Executive Officer for the year 2021, as from the appointment of Guillaume Texier as Chief Executive Officer, referred to in Article L.22-10-8 of the French Commercial Code

The Board of Directors determines the compensation policy applicable to the directors, the Chairman of the Board of Directors and the Chief Executive Officer in order to preserve thecompany's corporate interest. The compensation policy also contributes to its business strategy and sustainability.

Non-executive corporate officers (the Directors)

The compensation policy for Directors aims to attract members with a variety of profiles and skills. Their task consists in:

• • participating in the work of the Committees;

• • guarantee their independence;

• • contribute to the proper operation of the Board. Therefore, the levels of compensation defined in the compensation policy must make it possible to attract and retain Directors who, through theircontribution to the work of the Board and their involvement, are capable of:

• • contributing to the development of the company's business strategy;

• • overseeing its implementation; and

• • ensuring its long-term sustainability.

These compensation levels remain reasonable, consistent with Rexel's market practices. The variable portion depends exclusively on the level of attendance of the directors in the meetings of the specialized committees.

Corporate governance

The executive corporate officers (the Chairman of the Board of Directors and the Chief Executive Officer)

The compensation policy of non-executive corporate officers, i.e., the Chairman of the Board of Directors, aims at attracting and retaining executives who are able to develop an efficient working relationship with the members of the Board of Directors and to contribute to the strategic development of the Company.

The compensation policy of executive corporate officers, i.e., the Chief Executive Officer, aims at attracting, retaining and motivating efficient executives. These executives will develop the Group's performance and competitiveness in the medium and long term, by aligning their interest with that of the shareholders, and in order to preserve the company's best interest, while contributing to its continuity and its commercial strategy. The compensation policy takes into account market practice. In relies on the executives' performance and of other stakeholders in the company. It is in line with the policy applicable to other managers of the Group.

In order to achieve these objectives efficiently, the Board of Directors determines on an exhaustive basis and measures the various items of the compensation of executive corporate officers. To this end, studies are carried out annually by independent consulting firm Willis Towers Watson. They are based on a panel of French and European companies in related sectors and of comparable size in terms of sales, headcount and market capitalization. They thus allow the Board of Directors to assess the competitiveness of executives' compensation.

The Board of Directors intends to position the fixed annual compensation of executive corporate officers at the median of the reference market. It ensures that it proposes for the Chief Executive Officer a more dynamic short-term target variable compensation and long-term target variable compensation. Nonetheless, these compensation items are fully subject to demanding performance criteria. The Board of Directors examines the balance of the various components of compensation. It seeks a consistent trend in the compensation of the Chairman of the Board of Directors and of the Chief Executive Officer, compared to the average and median compensation of the company.

The compensation policy would apply to newly appointed corporate officers or those whose term of office is renewed.

Exceptional circumstances may lead the Board of Directors to derogate from the implementation of the compensation policy, in accordance with Article L.22-10-8 of the French Commercial Code. This measure must be temporary, in accordance with the best interest of the Company and necessary to ensure the Group's continued existence or viability. In such circumstances, the derogatory compensation policy shall be defined by the Board of Directors, on the proposal of the Compensation Committee. It shall take into account the best interest of the Group and the particular situation it is going through. In order to best address these circumstances, the Board of Directors may waive all elements of compensation and/or benefits of any kind making up the compensation policy for corporate officers.

3.2.1.2 Compensation policy applicable to Directors for the financial year 2022

The Shareholders' Meeting of Rexel may allocate compensation pursuant to the provisions of articles L.225-45 and L.22-10-14 et seq. of the French Commercial Code. The provisions of this compensation policy would apply, under the same terms and conditions, to directors newly appointed or whose term of office would be renewed during the 2022 financial year.

Global envelope

On May 22, 2014, Rexel's Shareholders' Meeting granted an aggregate envelope of €1,315,000 indirectors' attendance fees, that has not been modified since this date.

Directors are appointed for a maximum term of 4 years. The term of office of each of the Directors in office on December 31, 2021 is specified in paragraph 3.1.1.1 "Composition of the Board of Directors" of this Universal Registration Document. Each director may be removed from office at any time by the Company's Ordinary Shareholders' Meeting under the conditions set forth in article L.225-18 of the French Commercial Code and article 14.2 of the Company's by-laws.

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Corporate governance

Rules of allocation of the compensation to be paid in respect of 2022

The Board of Directors decided to renew for 2022 the rules of allocation of compensation defined for 2021, within the limit of the unchanged envelope of €1,315,000, i.e.:

• • Fixed portion: €40,000;(1)

• • Variable portion: €8,000 per Committee meeting, up to a maximum amount of €40,000 per member(2);

• • For the members serving as Chairman of a Committee:

  • - an additional amount of €15,000 for the chairmanship of the Nomination Committee;

  • - an additional €15,000 for the chairmanship of the Compensation Committee; and

  • - an additional amount of €25,000 for the chairmanship of the Audit and Risk Committee;

• • For the Deputy Chairman and Senior Independent Director of the Board of Directors: a fixed portion of €100,000, the variable portion remaining identical to that mentioned above. The Deputy Chairman and Senior Independent Director of the Board of Directors is not entitled to compensation in connection with the chairmanship of a Committee; and

• • For members coming from a different continent to attend the Board of Directors meetings: a fixed travel allowance of €2,500 per stay.

It is restated that the directors must comply with an obligation to hold shares of the Company over their term of office, i.e., 4 years (of an amount equivalent to the theoretical fixed portion of the annual activity-based compensation). This share retention obligation does not apply to the directors representing the employees.

Summary table of directors' compensation policy for 2022:

STATUS

FIXED PORTIONCOMMITTEE CHAIRMANSHIPDEPUTY CHAIRMAN AND

SENIOR INDEPENDENT

DIRECTORMAXIMUM

PERCENTAGE OF VARIABLE PORTION

IN RESPECT OFVARIABLE PORTION

TOTAL

THE WHOLE COMPENSATION

Director

40,000 40,000 40,000

-

- - - 100,000

40,000 40,000 40,000 40,000

80,000 50%

Director and Chairman of the Audit and Risk Committee Director and Chairman of Compensation / Nomination Deputy Chairman and senior independent director

25,000 15,000

105,000 38%

95,000 42%

-

-

140,000 29%

This table allows to assess the importance of the variable portion as a proportion of total compensation, as well as the respective importance of the fixed and variable items making

up the total compensation and benefits of any kind that may be granted to directors.

Directors are not eligible for the free share plan.

3.2.1.3 Compensation policy applicable to the Chairman of the Board of Directors for the financial year 2022

The term of office of the Chairman of the Board of Directors is specified in paragraph 3.1.1.1 "Composition of the Board of Directors" of this Universal Registration Document. The Chairman of

Fixed compensation

The Chairman of the Board of Directors benefits from a fixed annual compensation, excluding any other compensation item. The fixed compensationthe Board of Directors may be dismissed at any time by the Board of Directors, under the conditions provided for in Article L.225-47 of the French Commercial Code.

therefore represents 100% of the total compensation of the Chairman of the Board of Directors.

• (1) The Chairman and Deputy Chairman of the Board of Directors do not qualify for this fixed portion.

• (2) The Chairman of the Board of Directors does not qualify for this variable portion.