SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

Forced departure shall mean departure for any reason other than as a result of resignation or dismissal for gross misconduct, except, in the case of resignation, if this is due to a change in control of the Company (within the meaning of Article L. 233-3 of the French Commercial Code) or a change in strategy decided by the Board of Directors. The Board of Directors’ intention is to present a performance share allotment plan to the General Shareholders’ Meeting of the Company annually, whose scope and conditions will be agreed at the appropriate time. 2.8. Compensation, indemnities or benefits due or that may be due owing to new recruits As Mr Éric Boustouller, after accepting the office of Chief Executive Officer, had to waive significant rights to long-term compensation for his former duties, he will, subject to the approval of the Company’s General Shareholders’ Meeting on 9 March 2018 (13th resolution), receive a payment for taking up his functions in the form of a free allotment of one million company shares, under the following terms: the allotment of free shares would not be subject to a l performance condition; the definite allotment of the shares would be conditional on l Mr Éric Boustouller still being present in the Company at the end of the vesting period mentioned below. The presence condition would be deemed to have been respected in case of forced departure during the vesting period; Forced departure shall mean departure for any reason other than as a result of resignation or dismissal for gross misconduct, except, in the case of resignation, if this is due to a change in control of the Company (within the meaning of Article L. 233-3 of the French Commercial Code) or a change in strategy decided by the Board of Directors. the free share allotment would occur within 30 days of the date l of the General Shareholders’ Meeting on 9 March 2018; both the vesting and holding periods would be twelve months; l Mr Éric Boustouller must hold two thirds of the shares allotted l until he leaves his functions as the Company’s Chief Executive Officer; and in the event of the beneficiary’s incapacity, in accordance with l the statutory conditions, or death, the shares would be definitely allotted before the end of the vesting period. 2.7. Exceptional compensation N/A.

2.4. Multi-year variable compensation N/A. 2.5. Stock options No stock option allotment is planned for 2018.

2.6. Free share allotments A proposal will be made to the General Meeting on 9 March 2018 to authorise a long-term compensation mechanism in the form of an allotment of the Company’s performance shares (12th resolution) to the Company’s corporate officers. Therefore, in 2018, the Chief Executive Officer would be allotted a maximum of 2,300,000 free performance shares, in accordance with the terms and conditions below: the allotment of free shares would be subject to a performance l condition and a presence condition; the performance condition would be based on (i) the level of l achievement of a target related to the aggregate EBITDA less CAPEX and (ii) the evolution of the Company’s share price, it being noted that the definitive allotment of the maximum number of shares which must be authorised by the General Meeting would be conditional upon the average share price over the twenty trading days preceding 31 December 2020 being equal to or higher than €1.98 (after restatement of any distributions or capital transactions taking place subsequent to the General Meeting); the vesting period would be three years; l the Chief Executive Officer would be obliged to retain at least l 30% of the free shares definitely allotted to him up until he ceased to be a member of the Company’s Executive Board; in the event of a beneficiary’s incapacity under the statutory l conditions, or death, the performance and presence conditions shall be deemed satisfied and the final allotment of shares shall occur before the end of the vesting period; in the event of forced departure during the vesting period, he l shall remain entitled to the allotment of a number of shares determined prorata to his length of service compared to the three-year vesting period, assuming that (i) this forced departure occurs more than twelve (12) months after the allotment of the shares and (ii) on the effective date of departure, the performance condition(s) has/have been met; in the event of forced departure due to (x) death or (y) incapacity l or (z) a change in control of the Company (within the meaning of Article L. 233-3 of the French Commercial Code) during the vesting period, the performance conditions and the presence condition shall be deemed fully satisfied, thereby entitling him or his successors in interest to all shares allotted.

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2017 Registration Document SOLOCAL