COMPENSATION OF CORPORATE OFFICERS

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COMPENSATION OF CORPORATE OFFICERS
PUBLISHED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE AND THE COMMERCIAL CODE

The Board of Directors of Rexel on June 25, 2020, which met after the General Meeting of Shareholders, decided the following with regard to the compensation of corporate officers.

·DIRECTORS

In accordance with the remuneration policy, the remuneration of directors is unchanged for the 2020 financial year.

The Board of Directors of April 22, 2020 had decided to reduce the fixed and variable compensation of directors by 20% as of April 1, 2020, for a minimum period of three months, which may, if necessary, be extended by of the health crisis. The Board of Directors meeting today decided to extend this period from July 1, 2020 for three additional months.

·CHAIRMAN OF THE BOARD OF DIRECTORS, IAN MEAKINS

The Board of Directors renewed the term of the Chairman of the Board of Directors, Ian Meakins, for the duration of his term of office as Director, i.e. until the end of the General Meeting called to approve the financial statements in 2024. of the 2023 financial year.
The Board of Directors has decided on the compensation of its Chairman, in application of the 2020 compensation policy approved by today’s General Meeting of Shareholders.
The 2019 compensation of the Chairman of the Board of Directors is maintained for the 2020 financial year, i.e. a fixed compensation of €500,000. The Chairman of the Board of Directors does not receive any other remuneration.

The Board of Directors of April 22, 2020 decided to reduce the compensation of the Chairman of the Board of Directors by 20%, as of April 1, 2020, for a minimum period of three months, which may, if necessary, be extended throughout the health crisis. The Board of Directors meeting today decided to extend this period from July 1, 2020 for three additional months.

·GENERAL MANAGER, PATRICK BÉRARD

Noting the approval by the General Meeting of shareholders held today of the postponement of the statutory age limit for the functions of Chief Executive Officer from 68 to 70 years old and of the approval of the compensation policy for 2020, the Board of Directors renewed in advance the mandate of the Chief Executive Officer, Patrick Berard, for a term expiring at the end of the General Meeting of shareholders to be held in 20231 and approved the compensation policy as described below.

The fixed annual compensation of the Chief Executive Officer is set at €700,000 and his target annual variable portion at 130% of his fixed compensation, in the event of 100% achievement of the financial and individual objectives.

Patrick Berard

2020(1)

Evolution (2)

2019

Fixed part

700,000

8%

650,000

Variable portion

910,000

17%

780,000

(1) From June 25, 2020. This annual amount will be prorated.
(2) i.e. an annual increase of 1.9% since Patrick Berard took office as Chief Executive Officer on July 1, 2016 until June 25, 2020

Given the crisis due to the Covid-19 pandemic and in order to join in the efforts made by the Group and its employees, the Chief Executive Officer, Patrick Berard has decided:

  • To waive the increase in his fixed and variable compensation for 2020, approved by the General Meeting; and

  • To waive 20% of his fixed compensation as of April 1, 2020 for an initial period of 3 months, extended from July 1, 2020 to September 30, 2020.

Consequently, for 2020, the annual fixed compensation of the Chief Executive Officer is maintained at €650,000 and his target annual variable compensation at 120% of the fixed part, if 100% of the financial and individual objectives are achieved. These amounts will then be reduced proportionally, due to the exemption of 20% of the fixed compensation indicated above.

Furthermore, the previously published annual objectives have been suspended by the Company. Consequently, the Board of Directors has decided to retain criteria for assessing the ability of the Chief Executive Officer, as well as of the Group and all of its employees, to respond effectively and quickly to the consequences of the Covid-19 pandemic. 19. Consequently, the target annual variable compensation will be assessed on the basis of:

Compensation of the Chief Executive Officer from June 25, 2020 to December 31, 2020

Fixed compensation 2020
in €

2020 variable compensation target as a % of fixed compensation

2020 target variable compensation in €

2020 fixed and variable compensation target in €

Financial portion of target variable compensation in % and in €

Individual portion of target variable compensation in % and in €

Maximum achievement of the financial part

Maximum achievement of the individual part

Maximum achievement of the 2020 variable compensation in % of the objective and
in €

Maximum achievement of 2020 variable compensation as a % of fixed compensation and in €

60%

40%

(60% x 150%) = 90%

(40% x 100%) = 40%

130%

169%

700,000

130%

910,000

1,610,000

546,000

364,000

819,000

364,000

1,183,000

1,183,000

The above amounts will be pro-rated for the relevant period.

The other benefits have been renewed (health and provident insurance, basic and supplementary pension, health check, tax advice/retirement, company car).

Supplementary defined benefit pension plan

At its meeting of July 1, 2016, the Board of Directors decided to maintain the benefit of the supplementary defined benefit pension plan which Patrick Berard benefited from before accepting his duties as Chief Executive Officer. Pursuant to Article L. 225-42-1 of the French Commercial Code, the Board of Directors has decided that any rights likely to be acquired by Patrick Berard in respect of his duties as Chief Executive Officer under this plan will only be granted subject to the achievement of the annual performance conditions set (taking into account the duration of activity and the remuneration in his capacity as corporate officer).

The performance criteria determined by the Board of Directors have been aligned with those of the annual variable portion of the Chief Executive Officer (financial portion and individual portion). The performance criteria will be deemed to have been met if the level of payment of the annual variable portion reaches at least 60% of the target variable portion.

In accordance with the applicable laws and regulations (Law n°2019-486 of May 22, 2019 relating to the growth and transformation of companies, known as the “PACTE Law”), the rights have been frozen, consisting of the interruption on December 31, 2019 of the acquisition of new conditional rights under the plan. Periods of activity after December 31, 2019 will therefore not be taken into account for the calculation of the seniority used to calculate the amount of the supplementary pension. On the other hand, end-of-career indemnities will be taken into account, in accordance with the terms of the rules of the plan and of ordinance no. 2019-697 of July 3, 2019 relating to supplementary occupational pension plans. Patrick Berard does not benefit from the medium-term collective savings plan (article 82 of the General Tax Code).

The freezing of the plan, effective January 1, 2020, was approved by the General Meeting of Shareholders held on June 25, 2020.

In accordance with Article L. 225-38 of the French Commercial Code, the Board of Directors today authorized the maintenance of this defined benefit pension plan for the benefit of Patrick Berard as part of the renewal of his term of office as Chief Executive Officer. .

Severance pay

The Chief Executive Officer does not receive any severance pay in respect of his corporate office. July 1 Board of Directorsst2016 decided not to grant Patrick Berard any severance pay resulting from the termination of his duties as Chief Executive Officer of the Company, nor any non-compete indemnity in respect of the termination of these duties, given his background and of his profile.

Patrick Berard’s employment contract, suspended during the exercise of his duties as Chief Executive Officer of the Company, provides under certain conditions for the payment of such indemnities, within the limit of an overall amount of 18 months of monthly reference compensation. It is specified by the Board of Directors that in the event of reactivation of Patrick Berard’s employment contract, these possible severance indemnities would be calculated without taking into account the duration of the exercise of the corporate office (without taking into account his seniority or fixed or variable compensation received as a corporate officer).

Natural Advantage

The Chief Executive Officer receives benefits in kind, including the provision of a company vehicle.

ABOUT THE REXEL GROUP

Rexel, a world expert in professional multi-channel distribution of products and services for the world of energy, addresses three main markets: residential, commercial and industrial. The Group supports its residential, tertiary and industrial customers by offering a tailor-made and scalable offer of energy management products and services for construction, renovation, production and maintenance.
Rexel operates through a network of more than 1,900 branches in 26 countries, with more than 26,000 employees. The Group’s turnover amounted to 13.74 billion euros in 2019.
Rexel is listed on the Eurolist market of Euronext Paris (compartment A, mnemonic RXL, ISIN code FR0010451203). It is part of the following indices: SBF 120, CAC Mid 100, CAC AllTrade, CAC AllShares, FTSE EuroMid, STOXX600. Rexel is also part of the following SRI indices: FTSE4Good, Ethibel Sustainability Index Excellence Europe, Euronext VigeoEiris Europe 120 Index, Dow Jones Sustainability Index Europe and STOXX® Global Climate Change Leaders, in recognition of its performance in corporate social responsibility (CSR ). Rexel is on the CDP’s “Climate A List”.
For more information, visit the Rexel website at www.rexel.com/Fr

CONTACTS

FINANCIAL ANALYSTS / INVESTORS

HURRY

1 Subject to the age limit provided for by the statutes

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