Procedures for communication and whistle-blowing

A QUERY OR A CONCERN?

Employees and third parties with whom Rexel is in contact may have queries or concerns about certain practices and may need help or advice.

Under these circumstances, the employees, or third parties in question, are encouraged to approach the appropriate personnel within Rexel, to discuss the situation openly.

Employees can approach their immediate direct report or indirect supervisor or their Rexel Ethics Correspondent or the Compliance Officer.

Third parties with whom Rexel is in conctact and other stakeholders, can approach a Rexel Ethics Correspondent or the Compliance Officer.

WHISTLE-BLOWING

Rexel encourages all its Employees to make an alert on serious or unacceptable behaviour or request, especially in the following fields:

• Corruption, including any violation of the Code of Conduct
• Harassment
• Discrimination
• Health, safety and hygiene
• Human Rights
• Conflict of interests
• Anti-competition practices
• Environment
• Tax evasion
• Financial or accounting fraud
• Insider trading
• Fictitious jobs
• Personal data/IT security informatique
• Any serious and obvious violation of the law
• Any threat or serious prejudice to the public interest

Whistle-blowers may also make an alert in case of risk of serious prejudice to human rights, fundamental freedoms, health and safety of persons, as well as environment. The use of the whistle-blowing system described hereafter is not mandatory. Employees will not suffer any consequences if they do not use it and employees may use alternative means to raise concerns. Third Parties with whom Rexel regularly enters into commercial agreements can also bring matters concerning any serious or unacceptable behaviour, which may concern the Rexel Group, one of its employees or one of its subsidiaries, to the attention of Rexel.

WHISTLE-BLOWING PROCEDURE

Any alert should be carried out using the ‘Ethics whistle-blower form’ available at http://www.rexel.com/en/ethical-alert/.

This form should be used in all cases where the alert bears on serious or unacceptable misconduct, as defined above.

This form should also be used in cases where the standard communication channels, consisting of approaching a supervisor, direct or indirect, or the appropriate Rexel Ethics Correspondent or  Compliance Officer de Rexel, would be inappropriate.

Information transferred within the framework of an alert must be sufficiently precise and put into context so that necessary checks can be carried out.

Wherever possible, you are encouraged to back allegations with documentary evidence.

Whistle-blowing achieved using the ‘Ethics whistle-blower form’ is processed by the Rexel Ethics Committee.

The author of the alert is encouraged to identify him/herself, particularly so that the Rexel Ethics Committee can contact him/her if necessary.

Any person who has made an alert is rapidly informed that the alert has been correctly received. The whistle-blower is also informed of the time that can reasonably be foreseen for the enquiry into the acceptability of the alert (knowing that this period cannot exceed one (1) month from reception of the alert).

Rexel ensures that any inappropriate behaviour by its Employees, subsidiaries, or even a third party with whom Rexel is in contact, will be examined in detail as soon as such behaviour is brought to Rexel’s attention.

Rexel ensures that the whistle-blowing procedure guarantees strict confidentiality of the whistle blower’s identity, the facts and documents involved in the alert and the people targeted by the alert, including in case of communication to third parties as soon as it is necessary for the sole purpose of verifying or processing the alert. Thus, only members of the Ethics Committee, bound by reinforced confidentiality obligations, will be aware of this information except in the case of specific requirements for the sole purpose of verifying or processing the alert.

Elements that might lead to identification of the whistle-blower cannot be disclosed, except to the judicial authority, unless the whistle-blower gives his/her consent.

Elements that might lead to identification of the person placed under suspicion by the alert cannot be disclosed, except to the judicial authority, until the accusation made in the alert has been established.

Any information submitted may only be shared with those people that have a legitimate need to be made aware of it to ensure processing of the alert.

In any event, Rexel ensures that the presumption of innocence of the people named is complied with where applicable.

Any person placed under suspicion in the context of an alert will be informed of the allegations made against them, nevertheless, they may not be informed immediately should it prove necessary, for example, to verify the facts or safeguard the evidence.

Any investigation will take place equitably and in full compliance with local legislation and regulations that apply.

The whistle-blower is informed of the results of the investigation, in all cases where this cannot hinder the efficiency of the investigation and will not place Rexel at risk regarding any confidentiality obligations that might be applicable.

During an investigation, all Employees are bound to make every effort to help and to provide all required information and documents upon the first request.

The whistle-blower and all persons targeted by the alert are duly informed of the closure of the examination operations and investigation, should this be appropriate. When the alert does not require any follow-up, Rexel will destroy all elements of the alert file that might allow identification of the whistle-blower, as well as those of the persons suspected, within a maximum of two months from the closing of checking operations and the investigation. If the investigation ends with legal proceedings, the elements of the file will be retained for the necessary period.

SPECIFIC PROTECTION AND RESPONSIBILITIES OF THE WHISTLE-BLOWING EMPLOYEE

A Rexel employee who has made an alert on a suspicion selflessly and in all good faith cannot be subject to disciplinary sanction or retaliation measures

(such as, for example, being excluded from a recruitment procedure or from following acourse or a professional training, being dismissed or being subject to discriminatory measures, direct or indirect , notably regarding remunaration, an incentive scheme or distribution of shares, training, reclassification, assignment qualification classification, career development, transfer or contract renewal) for this reason.

Any Employee who feels they are being subjected to retaliation measures, as defined above, after having made an alert should report it immediately.

By ‘in all good faith’ we mean that at the time the alert was made, the whistle-blower believed that the information given was complete, honest and exact, even if later events should reveal that the alert was groundless. If an Employee realises that an alert is unjustified, he/she must immediately inform Rexel using the ‘Ethics whistle-blower form’.

By ‘selflessly’ we mean that the whistle-blower acts in the general interest and that he/she does not intend to obtain any benefit or reward, in any form whatsoever, in return for this whistle-blowing.

Calumnious denouncements or alerts made in bad faith may give rise to disciplinary sanctions as well as legal proceedings.

PERSONAL DATA

This whistle-blowing procedure is a personal data processing for which Rexel Développement S.A.S. is data controller. This data processing has been authorised by the French Data Protection Authority (the “Commission nationale de l’informatique et des libertés”, the CNIL).

As a data subject whose personal data are processed, the employee benefits from the rights described in the ‘Ethics whistle-blower form’.