SOLOCAL_Registration Document_2017

4

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

PART IV: SIGNIFICANT FACTORS IN THE EVENT OF A TENDER OFFER OR PUBLIC EXCHANGE OFFER (L. 225-37-5 OF THE FRENCH COMMERCIAL CODE) The items listed in paragraphs 1-10 below are provided for information only. The Company considers that they are unlikely to be relevant in the event of a public offering.

1. Structure of the Company’s share capital at 31 December 2017

% of share capital

% of voting rights

Number of shares

Voting rights 48,408,656 47,737,618 34,177,219 30,058,498 421,749,616

J O Hambro Capital Management

49,100,806 47,737,618 34,177,219 30,058,498 420,342,177

8.4% 8.2% 5.9% 5.2%

8.3% 8.2% 5.9% 5.2%

River and Mercantile AM

DNCA

Edmond de Rothschild AM

Public

72.2%

72.4%

SoLocal Group employees (1)

626,208 402,274

0.1% 0.1%

626,208

0.1%

Treasury shares held (2)

-

-

TOTAL

582,444,800

100.0%

582,757,815

100.0%

Under the SoLocal Group savings plan (PEG). (1) 402,274 treasury shares are held under a liquidity agreement as of 2 December 2012. (2)

rights representing about 8.51% of the share capital and 8.50% of the voting rights of the Company. Individually, the funds managed by Monarch hold 22,613,813 shares and the same number of voting rights representing about 3.92% of the share capital and 3.92% of the voting rights of the Company. Individually, the funds managed by Amber Capital hold 10,174,546 shares and the same number of voting rights representing about 1.77% of the share capital and 1.76% of the voting rights of the Company. On 17 March 2017, the funds acting together and managed by l Paulson, Monarch and Amber Capital fell below the statutory thresholds on 15 and 16 March 2017 of 14%, 13% and 12%, holding 65,957,511 shares representing the same number of voting rights, i.e. about 11.45% of the share capital and 11.44% of the voting rights of the Company. Individually, the funds managed by Paulson hold 45,411,171 shares and the same number of voting rights representing about 7.88% of the share capital and 7.88% of the voting rights of the Company. Individually, the funds managed by Monarch hold 10,370,519 shares and the same number of voting rights representing about 1.8% of the share capital and 1.88% of the voting rights of the Company. On 17 March 2017, DNCA Finance, acting on behalf of funds it l manages, reported that on 13 March 2017 it fell below the thresholds of 5% of the Company’s share capital and voting rights and held, on behalf of said funds, 20,262,500 shares representing the same number of voting rights, i.e. 3.52% of the share capital and 3.51% of the voting rights of the Company. On 22 March 2017, the companies Paulson, Monarch and Amber l reported that they had jointly fallen below the thresholds of 10% of the Company’s share capital and voting rights on 16 March 2017, and held 41,502,134 shares representing the same number of voting rights, i.e. 7.20% of the share capital and voting rights. Individually, the funds managed by Paulson hold 23,726,313 shares and the same number of voting rights representing about 4.12% of the share capital and 4.12% of the voting rights of the Company. Individually, the funds managed by Monarch hold 7,600,000 shares and the same number of voting rights representing about 1.32% of the share capital and 1.32%

2. Statutory restrictions on the exercise of voting rights and the transfer of shares or the clauses of agreements made known to the Company pursuant to Article L. 233-11 N/A. 3. Direct or indirect interests in the Company’s capital, of which it is aware, pursuant to Articles L. 233-7 and L. 233-12 (1) On 16 March 2017, Edmond de Rothschild Asset Management, l acting on behalf of the funds it manages, fell below the statutory shareholding threshold of 6% on 14 March 2017. Edmond de Rothschild Asset Management reported that it held 30,259,098 shares, representing 5.25% of the Company’s share capital and voting rights. On 16 March 2017, GLAS Trustees Limited, a company acting as l security agent for the holders of €350,000,000 in 8.875% senior secured bonds maturing in 2018, reported that it had: exceeded, on 13 March 2017, the thresholds of 5% and 10% of l the Company’s share capital and voting rights, and held 59,837,345 shares representing the same number of voting rights, i.e. 10.39% of the share capital and 10.38% of the voting rights; and fallen below, on 14 March 2017, as the result of the return l of shares to beneficiaries of the trust, the thresholds of 10% and 5% of the Company’s share capital and voting rights, and held 7,680,208 shares representing the same number of voting rights, i.e. 1.33% of the share capital and voting rights. On 17 March 2017, the funds acting together and managed by l Paulson, Monarch and Amber Capital, exceeded the statutory thresholds on 13 March 2017 of 1% to 14% and held 81,808,384 shares representing the same number of voting rights, i.e. about 14.2% of the share capital and 14.19% of the voting rights of the Company. Individually, the funds managed by Paulson hold 49,018,750 shares and the same number of voting

Legal shareholding disclosure thresholds. (1)

120 2017 Registration Document SOLOCAL