SOLOCAL_Registration Document_2017

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CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

partly common to all Directors of the Group (“common targets”), and (ii) partly individual (“individual targets”).

A. Chairman of the Board of Directors A proposal will be made to the shareholders at the General Meeting on 9 March 2018 for the Chairman of the Board of Directors to receive annual all-inclusive compensation of €150,000 in Directors’ fees for his office as Chairman of the Board of Directors. He does not benefit from any other compensation or benefit. 1. DIRECTORS’ FEES The Directors’ fees which the Chief Executive Officer may be entitled to during his term of office as a Director or permanent representative of a company of the Group (the Company and its subsidiaries) or an entity in which he may intervene as a representative of a company of the Group will either not be paid (for subsidiaries) or paid to the Company. B. Chief Executive Officer (CEO)

2.2. Fixed annual compensation The Chief Executive’s gross annual fixed compensation for the 2018 fiscal year will total €520,000 which will be paid in monthly installments. The amount of this fixed compensation has not changed since 2013. 2.3. Multi-year variable compensation The Board of Directors informs the Chief Executive Officer annually of the targets it has set for assessing variable compensation, which are based on a proposal by the Remuneration and Appointments Committee. The Board of Directors assesses the attainment of the targets and the amount of the corresponding variable portion every year on a proposal by the Remuneration and Appointments Committee. The criteria for the variable compensation of the Chief Executive Officer for the 2018 financial year payable in 2019 were fixed by the Board of Directors at its meeting on 14 February 2018 on a proposal by the Remuneration and Appointments Committee. The criteria for assessment of the 2018 variable compensation of the Chief Executive Officer and their respective weight are summarised in the table below.

2. ANNUAL COMPENSATION

2.1. Structure of the annual compensation

The annual compensation of the Chief Executive Officer comprises a fixed portion and a variable portion, the criteria of which are (i)

The Board of Directors set the 2018 target for the variable portion of the Chief Executive Officer’s compensation at 100% of fixed compensation, if targets are attained. It can vary between 0% and 200% of fixed compensation, based on the following criteria:

Min 0% 0% 0% 0% 0% 0%

Target

Max 40% 40% 20% 20% 80%

2018 Internet revenues: growth target for internet revenues 2018 EBITDA: profitability and cost reduction focus target

20% 20% 10% 10% 40%

Evolution in number of Clients NPS customer satisfaction target

Individual targets connected to the transformation project TOTAL VARIABLE AS% OF FIXED COMPENSATION

100%

200%

The payment of the items of variable compensation due for the 2018 financial year to the Chief Executive Officer will be conditional on approval by the Ordinary General Shareholders’ Meeting of the Company to be held in 2019.

100 2017 Registration Document SOLOCAL