SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

Items of compensation paid or attributed during the 2017 financial year Severance payment if the position is terminated.

Amounts or accounting valuation put to the vote Nothing is owed for the 2017 financial year

Presentation

In the event of his forced departure, (namely any departure 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), a severance payment will be paid to the Chief Executive Officer under the terms set out below: the amount of the indemnity will be equal to 18 months of the Chief l Executive Officer’s gross annual all-inclusive compensation (fixed and variable for targets achieved); the payment of the indemnity will be subject to the following l performance condition: The Chief Executive Officer must have, on average, attained at least 80% of his annual targets during the previous three years. If the departure occurs less than three years after taking up his duties, the annual targets taken into account will be those which were applicable during the time he was with the Company. the severance package would only be paid after the Board of l Directors of the Company has recorded the achievement of the applicable performance condition. The accumulation of the severance pay and non-competition obligation cannot exceed two years of remuneration, fixed and variable. In accordance with the provisions of Article L. 225-42-1 of the French Commercial Code, the commitment to make a severance payment will be put to the General Shareholders’ Meeting for its approval. The Chief Executive Officer will be subject to a non-competition obligation if he leaves his office for any reason and in any form whatsoever, under the conditions below: the non-competition obligation will be limited to a 12-month period l starting from the end of his duties; the corresponding compensation shall be equal, on the basis of a l 12-month non-competition period, to six months’ total remuneration calculated on the basis of the monthly average of the total gross remuneration paid over the 12 months of activity preceding the date of termination of his duties. The accumulation of the severance pay and non-competition obligation cannot exceed two years of remuneration, fixed and variable. In accordance with Article L. 225-42-1 of the French Commercial Code, the above-mentioned non-competition provision will be subject to the approval of the Company’s General Shareholders’ Meeting. Defined-contribution supplementary retirement plan (Article 83 of the French Tax Code) resulting in a contribution of 5.5% applied to remuneration tranches B and C. This contribution will be paid 60% by the Company, i.e. 3.3%, with the remaining 40% payable by the Chief Executive Officer, i.e. 2.2%. The Board of Directors gave its prior approval to this commitment on 11 July 2017 and it will be put to the General Shareholders’ Meeting on 9 March 2018 for its approval.

1

2

3

4

5

Non-competition compensation

Nothing is owed for the 2017 financial year

6

7

8

€2,039 (employer contribution)

Supplementary pension Scheme

See Section 2.1.3 (Annual variable compensation for 2017 payable in 2018) of the 2017 Sapin Law report: (a)  Min Target

Max

Evolution of the aggregate EBITDA-CAPEX

0% 0% 0% 0% 0%

50%

100%

Growth in internet revenues 2017 Evolution in number of Clients

12.5% 12.5%

25% 25% 50%

Total Shareholder Return

25%

TOTAL VARIABLE AS % OF FIXED COMPENSATION

100%

200%

105

2017 Registration Document SOLOCAL