SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

Items of remuneration due or attributed during the 2017 financial year

Amounts or accounting valuation put to the vote €20,050 (accounting valuation)

Presentation

Benefits in kind

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; l the refund by the Company of his business expenses incurred l when performing his functions, especially accommodation and travelling costs, on production of receipts in accordance with the Company’s rules; the unemployment insurance (GSC) contributions for l executive 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, (namely any departure other than as a result of a 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 Deputy Chief Executive Officer (DCEO) under the following terms: the amount of the indemnity will be equal to 12 months of the l Deputy Chief Executive Officers’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 conditions: the Deputy 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. This severance payment mechanism was approved for the last time by the General Shareholders’ Meeting on 13 June 2017. The Board of Directors established at its meeting on 15 December 2017 that the payment conditions for the severance payment (especially the performance condition) were satisfied. Consequently, Christophe Pingard received a severance payment equal to 12 months’ compensation calculated on the basis of the average monthly total gross compensation (fixed and variable) paid over the last 12 months of activity. The Deputy 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 24-month l period starting from the end of his duties; the corresponding compensation shall be equal to 12 months’ l total compensation calculated on the basis of the monthly average of his total gross compensation (fixed and variable paid over the last 12 months of activity. The accumulation of the severance pay and non-competition obligation cannot exceed two years of remuneration, fixed and variable.

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Severance payment

€595,903

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Non-competition compensation Nothing is owed for the 2017 financial year, as the Board of Directors released Christophe Pingard from his non-competition obligation

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2017 Registration Document SOLOCAL