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CORPORATE GOVERNANCE

Rexel s corporate gover- nance principles are based on the corporate governance code for listed companies established by the Association française des entreprises privées (French Association of Private Companies, AFEP) and the Mouvement des entreprises de France (French Business Confederation, MEDEF).

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors comprises nine members (as of May 27, 2015) and is chaired by Rexel Chairman and CEO, Rudy Provoost. Independent Board member François Henrot has been named Deputy Chairman and Senior Independent Director. To help it fulfill its duties and facilitate its decisions, the Board of Directors relies on

the opinions, proposals and recommendations of three specialized committees whose members and attributions are set by the Board.

THE SPECIALIZED COMMITTEES: MAIN RESPONSIBILITIES

Audit and Risk Committee evaluates the accuracy and

integrity of the corporate and consolidated accounts,

makes recommendations in the areas of finance, accounting and internal control.

Nomination and Compensation Committee proposes nomination,

revocation, dismissal and extension of the Directors and Board of Directors' Chairman and ensures compliance with independence criteria by the independent members of the Board of Directors,

makes recommendations

or give advice on the Board of Directors' Chairman's compensation and on the policy for the allotment of stock options and free shares.

Strategic Investment Committee reviews and issues

recommendations to the Board of Directors on planned acquisitions or disposals of business divisions or assets.

OF DIRECTORS ARE INDEPENDENT

(AS OF MAY 27, 2015)

89%