SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

any decision to have the securities of SoLocal Group or a l subsidiary listed on a regulated exchange and any subsequent action to have additional SoLocal Group or subsidiary securities listed if already listed on a regulated exchange, any decision to delist or buy back shares (except share l purchases under liquidity agreements previously authorised by the Board of Directors), the acquisition or subscription, by SoLocal Group or by a l subsidiary, of shares, other equity securities or securities giving access to the capital of any company (x) the value of which, including all liabilities and other off-balance sheet commitments, exceeds €10 million, provided that the liability of SoLocal Group or its subsidiary is limited and the transaction is not already included in the annual budget, or (y) any company irrespective of the amount invested if SoLocal Group or its subsidiary is acting as an unlimited liability partner in such a company, any diversification of the business activities of SoLocal Group l or of a subsidiary that is unrelated to previous business activities, or any diversification that is related to previous business activities but is not included in the annual budget and involves a financial commitment that exceeds €10 million, any sale, transfer or termination of a major business activity of l SoLocal Group or of a subsidiary that is not included in the annual budget or the three-year business plan, any incentive plan (as defined under French labour law or the l labour law of another country, with the exception of a mandatory or standard voluntary profit-sharing plan) to be implemented in SoLocal Group or within a subsidiary, or any measure that encourages employees to directly or indirectly acquire shares in SoLocal Group or a subsidiary, any authorisation or instruction given to a SoLocal Group l subsidiary to examine or undertake any of the transactions referred to in this appendix, the execution of any agreement not included in the annual l budget that would imply payments or supply of goods or services by SoLocal Group or its subsidiaries for an annual amount greater than a total of €10 million, any decision relating to plans for the merger or demerger of a l SoLocal Group subsidiary, the spin-off of the assets of a SoLocal Group subsidiary, or a long-term agreement to manage a SoLocal Group subsidiary, that is not included in the annual budget or the three-year business plan, excluding internal reorganisation that has no material impact on SoLocal Group’s position, any transfer or sale in order to provide collateral, any decision l to grant a security interest or pledge by SoLocal Group or one of its subsidiaries, in order to meet debts or honour guarantees given to third parties not included in the annual budget for a total amount greater than €10 million per year, any loans made by SoLocal Group or by a subsidiary that are l not included in the annual budget the cumulative amounts of which exceed €5 million.

5. Description of the diversity policy applied to the members of the Board of Directors As of this report, there are four women on the Board of Directors (not including the Director and employee representative): Sandrine Dufour, Delphine Grison, Marie-Christine Levet, and Sophie Sursock, and six men: David Amar, Pierre Danon, Jacques-Henri David, Alexandre Loussert, Arnaud Marion and Philippe de Verdalle, i.e. 40% women and 60% men. Pursuant to Article L. 225-18-1 of the French Commercial Code, the proportion of Directors of each gender within the Board of Directors must not be less than 40%. 6. Limitations that the Board of Directors has placed on the Chief Executive Officer’s powers The Chief Executive Officer, subject to the power expressly granted to Shareholders’ Meetings and the Board of Directors, and within the limits of the corporate purpose, is vested with the widest powers to act, in all circumstances, in the name of the Company, with the following stipulations: the Chief Executive Officer must present a draft strategic plan to (i) the Board of Directors each year defining the Group’s medium-term business objectives including projected trends for the Group’s key operational and financial indicators, in addition to a draft annual budget; the following decisions are subject to prior approval by the (ii) Board of Directors: the annual budget and any significant changes thereto, l the annual and three-year business plans, l the acquisition or disposal of a business by SoLocal Group or a l subsidiary that is not included in the annual budget, the total amount of which, including all liabilities and off-balance sheet commitments exceeds €10 million, any investments or divestments not included in the annual l budget for fixed assets for an amount, including all liabilities and other off-balance sheet commitments, in excess of €10 million, amendments to the employment contract, l hiring/appointment/dismissal/removal of the Chief Financial Officer of the Company; any amendment to the employment contract, hiring/appointment or dismissal/removal of the Group’s Human Resources Director and the Secretary to the Board of Directors shall not require prior authorisation by the Board of Directors, but shall require the prior agreement of the Remuneration and Appointments Committee, any increase in the total indebtedness of SoLocal Group or of a l subsidiary that exceeds the amount authorised under the financing or loan agreements previously authorised by SoLocal Group’s Board of Directors, the execution of any agreement in order to create a l joint-venture with a third party, not included in the annual budget and generating a commitment for SoLocal Group or one of its subsidiaries for a total amount greater than €10 million over the duration of the joint-venture,

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2017 Registration Document SOLOCAL