SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

PART II: THE COMPENSATION OF CORPORATE OFFICERS FOR THE 2017 FISCAL YEAR (ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE)

DESCRIPTION OF THE FIXED, VARIABLE OR EXCEPTIONAL ITEMS OF THIS COMPENSATION AND BENEFITS (INCLUDING IN THE FORM OF THE ALLOTMENT OF SHARES, DEBT SECURITIES OR SECURITIES GIVING ACCESS TO THE CAPITAL OR A RIGHT TO THE ATTRIBUTION OF DEBT SECURITIES OF THE COMPANY OR OF THE COMPANIES MENTIONED IN ARTICLES L. 228–13 AND L. 228-93) AND THE CRITERIA FOR CALCULATING THEM, OR THE CIRCUMSTANCES IN WHICH THEY ARE ATTRIBUTED, WHERE APPROPRIATE REFERRING TO THE RESOLUTIONS VOTED (EX POST VOTE).

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A. The compensation and benefits of all kinds paid to the SoLocal Group’s corporate officers during the 2017 financial year by the SoLocal Group

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The 3rd, 4th, 5th, 6th and 7th resolutions put to the General Shareholders’ Meeting of 9 March 2018 concern the approval of the items of the compensation paid or awarded for the 2017 financial year to Pierre Danon (3rd resolution), Éric Boustouller (4th resolution), Jean-Pierre Remy (5th resolution), Robert de Metz (6th resolution) and Christophe Pingard (7th resolution). In accordance with Articles L. 225-37-2 and L. 225-100 of the French Commercial Code, it is proposed that the General Shareholders’ Meeting of 9 March 2018 approve the fixed, variable and exceptional items of the total compensation and benefits of all kinds paid or awarded for the 2017 fiscal year to each officer as presented in this Part II.

It is stressed that these items were paid or awarded for the 2017 financial year to each of the five above-mentioned corporate officers in accordance with the principles and criteria for determining, distributing and awarding the compensation of executive corporate officers which were approved by the Combined General Meeting of 13 June 2017 within the scope of the ex ante vote. These principles and criteria are set out in the report which applies the provisions of Article L. 225-37-2 of the French Commercial Code ( the “2017 Sapin Law report” ). This report appears on pages 51 et seq. of the convening brochure to the Combined General Meeting on 13 June 2017. It can be downloaded from the website www.solocalgroup.com.

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Pierre Danon (1) , Chairman of the Board of Directors (3rd resolution) Items of compensation paid or attributed during the 2017 financial year Amounts or accounting valuation put to the vote Presentation

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Fixed remuneration Multi-year variable compensation Multi-year variable compensation

N/A N/A

No fixed remuneration No variable remuneration

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N/A

No multi-year variable compensation

Exceptional compensation N/A

No exceptional remuneration

8

Stock options, performance shares or any other long-term benefit (subscription warrants, etc.)

N/A

No attribution en 2017

Directors’ fees

€45,000

€90,000 lump sum for his term of office as Chairman of the Board of Directors

Benefits in kind

N/A N/A

No benefits in kind

Severance payment

None None None

Non-competition compensation N/A Supplementary pension SchemeN/A

Mr Pierre Danon was appointed Chairman of the Board of Directors on 5 September 2017. (1)

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2017 Registration Document SOLOCAL