SOLOCAL_Registration Document_2017

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CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

the corresponding compensation), or (ii) reduce the duration, scope of activity and/or geographical scope of said clause (in which case the amount of non-competition compensation shall be proportionately reduced). The accumulation of the severance pay and non-competition obligation cannot exceed two years of remuneration, fixed and variable. 2.10. Elements of compensation and benefits in kind due or that may be due under related-party agreements N/A. 2.12. Benefits in kind The Chief Executive Officer will receive the following benefits in kind: the health and welfare benefit plans under the terms which l currently apply for the Company’s executive employees or a similar plan and civil liability insurance covering him as Chief Executive Officer; the Company will refund his business expenses incurred when l performing his functions as Chief Executive Officer, in particular accommodation and travelling costs, on production of receipts, in accordance with the Company’s rules; the Company will pay the unemployment insurance (GSC) l enrollment costs and contributions for executive corporate officers; a company car in accordance with Company practices, with the l benefit resulting from private use assessed in accordance with the Company’s rules; and a defined-contribution supplementary retirement plan (Article 83 l of the French Tax Code) resulting in a contribution of 5.50% applied to compensation tranches B and C. This contribution is paid 60% by the Company, i.e. 3.3%, with the remaining 40% payable by the Chief Executive Officer, i.e. 2.2%. In accordance with Article L. 225-37-2 of the French Commercial Code, it is specified that the payment of the variable and exceptional compensation referred to in this Part I of the report is, conditional, for all persons concerned, upon a subsequent Ordinary General Meeting approving the associated items of compensation under the conditions of Article L. 225-100 of the French Commercial Code (namely, for each person concerned, approval by the General Shareholders’ Meeting to be held in 2019, of the variable and exceptional items of the total compensation paid or owed to said person for the financial year ending 31 December 2018). 2.11. Any other element of compensation attributable owing to the office N/A.

2.9. Undertakings due to ceasing activities (Article L. 225-42-1 paragraphs 1 and 6 of the French Commercial Code)

The Board of Directors has authorised all of the commitments in favour of the new Chief Executive Officer and they will be submitted to the General Shareholders’ Meeting for its approval on 9 March 2018 in accordance with the provisions of Article L. 225-42-1 of the French Commercial Code (10th resolution). These commitments to the Chief Executive Officer (CEO) were a condition of his recruitment, and thus enabled Mr Éric Boustouller to be recruited as the Company’s new Chief Executive Officer (CEO). Severance package Because the Chief Executive Officer does not have an employment contract, he would, in the event of his forced departure from the Company, (namely any departure other than as a result of resignation or dismissal for gross misconduct, except, in the case of resignation, if this is due to a change in control of the Company (within the meaning of Article L. 233-3 of the French Commercial Code) or a change in strategy decided by the Board of Directors), receive a severance payment as follows: the amount of the payment will be equal to 18 months of the l Chief Executive Officer’s gross annual all-inclusive compensation (fixed and variable for targets achieved); the payment of the indemnity will be subject to the following l performance condition: The Chief Executive Officer must have, on average, attained at least 80% of his annual targets during the previous 3 years. If the departure occurs less than three years after taking up his duties, the annual targets taken into account will be those which were applicable during the time he was with the Company; the severance package would only be paid after the Board of l Directors of the Company has recorded the achievement of the applicable performance condition. The accumulation of the severance pay and non-competition obligation cannot exceed two years of remuneration, fixed and variable. Non-competition indemnities The Chief Executive Officer will be subject to a non-competition obligation if he leaves his office as Chief Executive Officer for any reason, and in any form whatsoever, under the conditions below: the non-competition obligation will be limited to a 12-month l period starting from the end of his duties; the corresponding compensation shall be equal, on the basis of a l 12-month non-competition period, to six months’ total compensation calculated on the basis of the monthly average of his total gross compensation paid over the 12 months of activity preceding the date of termination of his duties. The Company may, when he ends his duties, (i) waive the non-competition clause (in which case it will not be required to pay

102 2017 Registration Document SOLOCAL