SOLOCAL_Registration Document_2017

4

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

Jean-Pierre Remy (1) , Chief Executive Officer, resigning (5th resolution) Items of compensation due or attributed during the 2017 financial year Amounts or accounting valuation put to the vote Presentation

Fixed remuneration

€260,004 (amount paid calculated prorata temporis) Nothing is owed for the 2017 financial year as Jean-Pierre Remy waived his annual variable compensation

Fixed compensation of a gross annual amount of €520,000 paid monthly Gross annual variable compensation which can vary from between 0% and 200% of the fixed compensation with a target of 100% of the fixed compensation for meeting targets. For the record, the Board of Directors fixed four targets for the Chief Executive Officer for the 2017 financial year: (i) evolution in the aggregate EBITDA-CAPEX, (ii) growth in 2017 Internet revenues (iii) growth in the number of Clients, and (iv) Total Shareholder Return(a). Subject to the approval of the General Shareholders’ Meeting on 9 March 2018, Jean-Pierre Remy’s variable compensation would have been at least equal to 100% of his fixed compensation (pro rata temporis to the time of presence) subject to the condition of his effective presence. The principle of awarding deferred variable compensation is not applied. There is no multiannual variable remuneration mechanism Jean-Pierre Remy, Company Director, received Directors’ fees for his contribution to the work of the Board of Directors.(b) Paid/supplied: health and welfare benefit plans under the terms which l currently apply to the Company’s employed executives or a similar plan; civil liability insurance in the capacity as the Chief Executive l Officer; the refund by the Company of his business expenses incurred l when performing his functions as Chief Executive Officer, especially accommodation and travelling costs, on production of receipts in accordance with the Company’s rules; the unemployment insurance (GSC) contributions for executive l corporate officers; and a company car in accordance with the Company’s practices, l with the benefit from personal use assessed in accordance with the Company’s rules. In the event of his forced departure, a severance payment will be paid to the Chief Executive Officer under the following terms: the amount of the indemnity will be equal to 12 months of the l Chief Executive Officer’s gross annual all-inclusive remuneration (fixed and variable for targets achieved); the payment of the indemnity will be subject to the following l performance conditions: the Chief Executive Officer must have, on average, attained at least 80% of his annual targets during the previous three years; 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. No exceptional remuneration No attribution en 2017

Multi-year variable compensation

Multi-year variable compensation

N/A

Exceptional compensation

N/A N/A

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

Directors’ fees

€11,677 (Paid amount)

Benefits in kind

€10,207 (accounting valuation)

severance payment if position terminated

Nothing is owed for the 2017 financial year, as Jean-Pierre Remy waived receiving any indemnity connected to his departure.

Jean-Pierre Remy ceased his duties on 30 June 2017. (1)

106 2017 Registration Document SOLOCAL