SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

For the purposes of calculating quorum and majority, shareholders are deemed to be present if they take part in an Extraordinary General Shareholders’ Meeting by videoconference or any other means of telecommunication enabling them to be identified, the nature and terms of use of which are defined by applicable laws and regulations. Extraordinary General Shareholders’ Meetings Only Extraordinary General Shareholders’ Meetings are authorised to amend any provisions in the Articles of Association. However, they may not increase shareholders’ commitments except through transactions resulting from a properly executed share consolidation. Subject to legal stipulations applicable to share capital increases by the incorporation of reserves, profits or issue premiums, Extraordinary General Shareholders’ Meetings cannot validly deliberate unless shareholders present, represented or voting remotely, hold on the first notice of meeting at least one-quarter, or on the second notice of meeting one-fifth of the shares with voting rights. If the latter quorum cannot be reached, the second meeting may be reconvened up to two months after the original date, at which point a one-fifth quorum is again required. Subject to the same conditions, decisions are made by a two-thirds majority vote of shareholders who are present, represented or have voted remotely. For the purposes of calculating quorum and majority, shareholders are deemed to be present if they take part in an Extraordinary General Shareholders’ Meeting by videoconference or any other means of telecommunication enabling them to be identified, the nature and terms of use of which are defined by applicable laws and regulations. 8.2. FORM AND DEADLINES FOR NOTICES OF MEETING (ARTICLE 28 OF THE ARTICLES OF ASSOCIATION) The Board of Directors calls General Shareholders’ Meetings under the conditions provided for by law. Otherwise, General Shareholders’ Meetings may also be called by the auditors or by any person authorised for this purpose. A notice informing shareholders of the next General Shareholders’ Meeting is published at least 35 days prior to the Meeting in the French bulletin of mandatory legal announcements (BALO). Except where provided for legally, notices are issued at least fifteen clear days before the scheduled date of a General Shareholders’ Meeting. This period is reduced to ten clear days for General Shareholders’ Meetings held after a second notice of meeting and for reconvened General Shareholders’ Meetings. The notices of meetings are issued by a notice in a newspaper publishing legal announcements in the département where the registered office is located, and in the French bulletin of mandatory legal announcements (BALO). Moreover, shareholders who have held registered shares for at least one month prior to the notice of meeting are summoned to the General Shareholders’ Meeting by ordinary letter. They may ask to be notified by registered post, provided they pay the registered postage fee to the Company.

The meetings shall take place at the date, time and place stated in the notice of meeting. Notices of meeting must include the agenda for the Meeting. 8.3. OFFICERS OF GENERAL SHAREHOLDERS’ MEETINGS (ARTICLE 30 OF THE ARTICLES OF ASSOCIATION) General Shareholders’ Meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by a Director appointed by the Board for this purpose. Failing this, the General Shareholders’ Meeting elects its own Chairman. The two members of the General Shareholders’ Meeting with the highest number of votes, who accept this role, shall serve as tellers. The officers of a General Shareholders’ Meeting appoint a secretary, who is not required to be a shareholder. 8.4. AGENDA The Agenda of General Shareholders’ Meeting is prepared by the author of the notice of meeting. One or more shareholders representing the percentage of capital required by applicable regulatory provisions and acting in accordance with legal conditions and time limits may request that proposed resolutions be added to the agenda. Requests for proposed resolutions to be added to the agenda must be sent by registered letter with recorded delivery as of publication of the notice of meeting in the French bulletin of mandatory legal announcements (BALO), and up to 25 days prior to the Meeting (however, if the notice is published more than 45 days prior to the Meeting, proposed must be sent within 20 days of publication of the notice). The authors must provide proof that they possess or represent the required proportion of share capital, prior to transmission of the request, by registering the shareholders on the Company registers. Only matters on the agenda may be discussed at General Shareholders’ Meetings. However, the Meeting may at any time dismiss and replace one or more members of the Board of Directors. The agenda may not be amended where a second notice of meeting has been issued, or in the event of a meeting being reconvened. At all General Shareholders’ Meetings, each shareholder has as many votes as the number of shares he or she owns or represents, with no limitations other than those which may arise from legal provisions or the Articles of Association, subject to a Court order in certain cases. The provisions of the Articles of Association stipulating the existence of a double voting right, as adopted by the General Shareholders’ Meeting of 7 June 2011, became effective on 1 May 2013. A double voting right is attributed to all fully paid-up registered shares of the Company that have been registered in the name of the same holder for at least two years. 8.5. CONDITIONS FOR EXERCISING VOTING RIGHTS

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2017 Registration Document SOLOCAL