SOLOCAL_Registration Document_2017

6

FINANCIAL STATEMENTS 6.2 Annual financial statements for the financial years ended 31 December 2016 and 2017

3.6

STOCK OPTIONS AND BONUS SHARES

Neither SoLocal Group nor any of its subsidiaries granted any stock option plans in 2017 and 2016.

of vesting periods ending on 19 June 2016, 19 June 2017 and 19 June 2018, provided that they are still a senior executive or employee of the Group and that performance targets have been achieved. On 9 February 2015, the Board of Directors drew up the conditions of a bonus share plan for 2,305,000 shares. These shares will be finally acquired following acquisition periods ending on 9 February 2017, 9 February 2018 and 9 February 2019, provided that the beneficiary is still an employee or manager of the Group and the performance conditions have been satisfied. All these allotments were made before the reverse stock split in October 2015 which led to the multiplication of the nominal value by 30. The allotment date used to determine the corresponding expense is the date of the Board meeting at which the options were approved, with the time allowed to inform the beneficiaries having been considered reasonable.

Bonus shares The Extraordinary General Meeting of 29 April 2014 authorised the Board of Directors to introduce a bonus share plan concerning existing or new shares for the benefit of certain Group Directors and employees, as defined in Articles L. 225-197-1 et seq. of the Commercial Code, with the particular aim of involving them in the Company’s development. This authorisation was granted for a period of 38 months and the total number of shares granted in respect of this resolution must not exceed 5% of the capital of the Company after the settlement-delivery of the capital increases provided for at this same General Meeting (cf. note 5). On 19 June 2014, the Board of Directors set forth the terms for a free share allotment plan involving 45,221,000 shares. Beneficiaries will be fully entitled to these shares upon completion

Changes in stock option plans and bonus shares

Closing balance as at 31 December 2016

New volume conversion (Capital-reduction of 2 February & increase of 10 and 13 March 2017)

Closing balance as at 31 December

Cancelled/ lapsed (411,987)

2017 Exercise price

Subscription share plans

219,570

562,719 112,386 14,701 103,776

150,731

July 2010

43,857

(40,873) (7,263) (31,996) (6,918) (324,937)

71,513

€127.20 €105.09 €99.39

December 2010

5,736

7,438

July 2009

40,497

71,780

December 2009 December 2007

2,700

6,918

- -

- -

126,780

324,937

Final vesting date 09/02/2017 09/02/2018 09/02/2019 19/06/2016 19/06/2017 19/06/2018

Free share plans

1,373,193

3,612,875 (1,823,366)

1,789,509

February 2015 February 2015 February 2015

16,665 16,665 36,665 296,370 296,370 710,458

43,848 43,847 96,466 779,749 779,749

- -

43,848 43,847

(146,719)

(50,253) 779,749 633,905 338,412

June 2014 June 2014 June 2014

-

(145,844) (1,530,803)

1,869,215

At 31 December 2017, options under all share subscription plans could be exercised.

196 2017 Registration Document SOLOCAL