SOLOCAL_Registration Document_2017

4

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

Robert de Metz (1) , Chairman of the Board of Directors, resigning (6th resolution)

Items of remuneration due or attributed during the 2017 financial year

Amounts or accounting valuation put to the vote

Presentation

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

N/A N/A

No fixed remuneration No variable remuneration

N/A

No multi-year variable remuneration

Exceptional compensation

N/A N/A

No exceptional remuneration

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

No attribution en 2017

Directors’ fees

€45,000

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

Benefits in kind

N/A N/A

Benefits in kind

Severance payment

None None

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

None See Section 3 (Compensation of the non-executive corporate officers) of the 2017 Sapin Law report. (a)

Christophe Pingard (2) , Deputy Chief Executive Officer (DCEO) end of term of office (7th resolution)

Items of remuneration due or attributed during the 2017 financial year

Amounts or accounting valuation put to the vote €355,317 (amount paid calculated prorata temporis)

Presentation

Fixed remuneration

Fixed compensation of a gross annual amount of €370,000 paid monthly Gross annual variable compensation which can vary from between 0% and 120% of the fixed compensation with a target of 60% of the fixed compensation for meeting targets. For the record, the Board of Directors fixed four targets for the Deputy Chief Executive Officer(s) (DCEO) 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). The principle of awarding deferred variable compensation is not applied. There is no multiannual variable remuneration mechanism

Multi-year variable compensation €0

Multi-year variable compensation N/A

Exceptional compensation

N/A N/A

No exceptional remuneration

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

No attribution en 2017

Directors’ fees

N/A

Christophe Pingard was not a Company Director and did not receive any Directors’ fees

Robert de Metz ceased his duties on 5 September 2017. (1) As Mr Éric Boustouller’s appointment as the Company’s Chief Executive Officer (CEO) had the effect of bringing Christophe Pingard’s term of office as (2) Deputy Chief Executive Officer (DCEO) to an end, the Company’s Board of Directors decided, in agreement with the Chief Executive Officer (CEO), and in order to facilitate the transition to a new management team, to extend Christophe Pingard’s functions as Deputy Chief Executive Officer (DCEO) for a non-renewable period of two months, i.e. up until 15 December 2017.

108 2017 Registration Document SOLOCAL