SOLOCAL_Registration Document_2017

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RISK FACTORS 2.3 Legal Proceedings

The following financial ratings were attributed to the SoLocal Group at the date of publication of this Reference Document: B3 confirmed in March 2018 by Moody’s along with a stable outlook; l B – confirmed in March 2018 by Fitch Ratings along with a stable outlook. l Changes in ratings are presented below:

31/12/2017

31/12/2016

31/12/2015

Fitch Ratings

Moody’s

Corporate memo

B-

Outlook

Stable

Positive Negative

Negative Negative Negative

SoLocal Group PagesJaunes

Debt memo

Rating Outlook

- -

Finance (1)

Negative

Related to the bond issue maturing in 2018. (1)

Moreover, in view of its financial structure, the Group is exposed to interest rate risk, liquidity risk and credit risk. Risks concerning interest rates, liquidity and credit are set out in Note 11 of the notes to the consolidated financial statements for the 2017 financial year provided in Section 6.1 of this document. Information pertaining to the SoLocal Group’s debt is also provided in Section 5 – Cash and Capital Resources, Note 10.6 – Cash and

Cash Equivalents, Net Financial Debt, and Note 11 – Financial Risk Management and Capital Management Policy Objectives in the notes to the financial statements for the 2017 financial year. Equity risk is linked to treasury shares held directly and through the liquidity agreement implemented in 2008.

LEGAL PROCEEDINGS 2.3

In the ordinary course of business, Group entities may be involved in a number of legal, arbitration and administrative proceedings. Provisions are only made for the costs of these proceedings once they are considered likely and their amount can be either quantified or estimated within a reasonable range. The amount of the provisions is based on an assessment of the risk on a case-by-case basis and largely depends on factors other than the particular stage of proceedings, although events occurring during the proceedings may call for a reassessment of this risk. With the exception of the proceedings described above and in the notes to consolidated financial statements “Note 14 – Disputes and other contractual commitments”, the Group does not consider that it is party to any lawsuit or arbitration procedure which could reasonably have a material adverse effect on its earnings, operations or consolidated financial position. An emergency appeal to the judge and an appeal on the merits were brought against (i) the judgment of the Nanterre Commercial Court having approved the change to the Company’s Accelerated Financial Safeguard Plan, as well as (ii) the decisions taken at the General Meeting of the Company held on 15 December 2016. The judgment of the Commercial Court of Nanterre of 22 December 2016, which approved the change to the Accelerated Financial Safeguard Plan of the Company was the subject of a third-party opposition by a minority shareholder, Mr Benjamin Jayet.

In the context of this procedure, the Nanterre Commercial Court was asked to rule on the admissibility of the third-party opposition and defer the decision on the retraction of the judgment of 22 December 2016, pending a decision by the validity of the decisions taken at the General Meeting of the Company held on 15 December 2016. The Nanterre Commercial Court ruled Mr Benjamin Jayet’s request for third-party opposition inadmissible Mr Benjamin Jayet having appealed the aforementioned decision, the Versailles Court of Appeal confirmed the decision of the Nanterre Commercial Court on 11 May 2017. Mr Benjamin Jayet also had a summons issued to make the Company appear before the Nanterre Commercial Court for the purpose of obtaining a ruling on the merits to set aside the decisions taken at the General Meeting of the Company held on 15 December 2016. The Nanterre Commercial Court dismissed the latter of his claims by judgment dated 26 April 2017. It is recalled that in summary proceedings, the President of the Commercial Court of Nanterre dismissed Mr Benjamin Jayet’s request to suspend the implementation of Resolutions 1 to 7 submitted to the vote of the General Meeting of the Company of 15 December 2016 (on financial restructuring). By a decision dated 9 March 2017, the Court of Appeal of Versailles confirmed the order of the Presiding Judge of the Commercial Court of Nanterre of 13 January 2017.

2017 Registration Document SOLOCAL

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