SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.1 Administrative and general management bodies

Jacques-Henri David is Chairman of the Financial Activities Control Commission of the Principality of Monaco (since 2011), Director of Edmond de Rothschild Europe – Luxembourg (since 2015) and Director of SoLocal (since 2016). Between 1967 and 1985, Mr Jacques-Henri David held several positions and, in particular, Inspector of Finance at the Ministry of Economy and Finance; Deputy Director, then Director General in the Office of René Monory (Minister of the Economy) and General Secretary of the National Credit Council at the Banque de France. He then joined Saint-Gobain, firstly as Financial Officer and then Chief Executive Officer (1985-1989). He then went on to hold a large number of positions: Chairman of the Stern Bank (1989-1992); Chairman of the Research Center for the Expansion of the Economy (Rexecode) (1989-1996), Director General of the “Compagnie générale des eaux” (CGE) (1993-1995), Chairman of the Executive Committee of the “Crédit d’équipement des petites et moyennes entreprises” (CEPME) (1995-1999); Chairman of Sofaris (1996-1999); Chairman of the “Banque du développement des petites et moyennes entreprises” (BDPME); (1997-1999); Member of the Economic and Social Council (CES); Chairman of the Deutsche Bank France group (1999-2009) and Vice-Chairman of the “Global Banking” Dvision of Deutsche Bank AG (2005-2009), and then founder and Chairman of Acxior Corporate Finance (2010-2014). An alumnus of l’École polytechnique, he is a graduate of the “Institut d’études politiques” [Institute of Political Studies] in Paris and the “École nationale de la statistique et de l’administration économique” (ENSAE) [a leading French graduate school in the fields of statistics, economics, finance and acturial sciences]. Mr Jacques-Henri David is Commander of the Legion of Honor and the National Order of Merit. Delphine Grison has been Director of Marketing and Business Intelligence de CBRE France since December 2015, Chair of DGTL Conseil since 2014, a company where she worked as a consultant, and a Director of Asmodée Holding since June 2014. She previously worked for more than 10 years in the media, holding positions in finance, strategy, marketing and digital functions. In particular, she led Lagardère Active’s digital activities until 2013, as Chair of Lagardère Active Digital and a member of the Lagardère Active Executive Committee. Ms Delphine Grison is an alumnus of the ENS (1987), has a doctorate in quantum physics (1992) and is a civil engineer (1994). Marie-Christine Levet, a pioneer of the Internet in France, has managed several major French Internet brands. In 1997, she founded Lycos to launch the French version of the search engine and developed it by buying Caramail, Spray and Multimania. From 2001 to 2007, she ran Club-Internet, an internet service provider (subsidiary of T-Online/Deutsche Telekom), where she oversaw the strong increase in its ADSL market share as well as its content and services offering before selling it to Neuf Cegetel (today SFR) in 2007. She then took over the management of the 01 group, the leading hi-tech information group in France (01net, 01Informatique, etc.), as well as Nextradiotv group’s Internet activities (bfmtv.comn rmc.fr, etc.). In 2009, Ms Marie-Christine Levet focused her career on venture capital and helped create Jaina Capital, an investment fund specialising in seed financing and which finances approximately twenty companies (Made.com, La Ruche qui dit Oui, Mediarythmics). In 2017, she created, her own fund, Educapital, the first investment fund dedicated to the Education and Innovative Training sectors and which she currently chairs. Ms Marie-Christine Levet is a Director of numerous companies: Iliad (Free), Mercialys, Maisons du Monde, Econocom and AFP. Ms Marie-Christine Levet is a graduate of HEC and has an MBA from the INSEAD.

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

The composition of the Board of Directors has changed significantly since the General Shareholders’ Meeting on 13 June 2017 which saw Ms Delphine Grison, Ms Sophie Sursock, Mr David Amar and Mr Philippe de Verdalle all appointed as Directors. Ms Nathalie Balla, Ms Cécile Moulard, Ms Monica Menghini and Ms Sandrine Dufour resigned from their positions as Directors on 22 June 2017, 11 October 2017, 15 December 2017 and 9 March 2018 respectively. Mr Robert de Metz and Mr Jean-Marc Tassetto resigned as Directors on 5 September 2017. Mr Robert de Metz also resigned as Chairman of the Board of Directors on 5 September 2017. The Board of Directors of the Company: coopted and appointed on 5 September 2017 Mr Pierre Danon l as Director and Chairman of the Board of Directors, replacing Mr Robert de Metz; coopted on 15 December 2017 Ms Marie-Christine Levet, as l Director, replacing Ms Monica Menghini. The General Shareholders’ Meeting on 9 March 2018 appointed Ms Lucile Ribot as Director and ratified the co-opting of Mr Pierre Danon and Ms Marie-Christine Levet. Moreover, Mr David Amar was appointed Vice-Chairman by the Board of Directors during its meeting on 14 February 2018. INDEPENDENT DIRECTORS The Board of Directors consists of ten independent members, i.e. 100% independent members (excluding the Director representing the personnel). The criteria used to determine whether or not a Director is independent are those of the AFEP/MEDEF Corporate Governance Code. There are no family relationships between the members of the administrative and management bodies. David Amar, joined the Amar Family Office in 2009 and assumed responsibility for its management in 2013. He specialises in long-term investment in listed companies, wine estates and wine trading companies, hotel properties and property development. He is also a Director of the Matignon Investissement et Gestion (Private Equity) investment fund. He was in charge of asset management in various major Swiss banks from 2006 to 2009. He earned a MBA in Geneva in 2006. Pierre Danon, a civil engineer, law graduate and a Higher Institute of Business graduate, has held a variety of general management positions as well as being a Director of many companies including Chairman of Xerox Europe, Director General of British Telecom Retail and Chairman and Chief Executive Officer of Numericable-Completel. In 2008, he was appointed Vice- Chairman of the Copenhagen-based company TDC and today he is its Chairman. He has also been Volia Executive Chairman, in Kiev, since 2011. In 2013, he was appointed Vice-Chairman of Agrogénération in Paris and in 2017, he became Executive Chairman of All Media Baltics in the Baltic countries. BIOGRAPHIES OF THE MEMBERS OF THE BOARD OF DIRECTORS

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2017 Registration Document SOLOCAL