SOLOCAL_Registration Document_2017

4

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

3. Summary table of the currently valid delegations granted to the Board of Directors The Combined General Shareholders’ Meeting of the Company, which was held on 13 June 2017, delegated the following authorisation to the Board of Directors, under the terms and conditions described in the table below:

Amount maximum of securities of debt securities

Nominal amount maximum increase share capital

Duration authorisation and expiry

Securities concerned

Capital increase for the benefit of members of Company and/or employee savings plans

26 months 12 August 2019

–

€1,150,000

To clarify, the aforementioned authorisation would be terminated if the General Meeting of 9 March 2018 were to adopt the 19th resolution that will be submitted to it for a vote (i.e. the issue mentioned in point 6. of the table below).

Should they be adopted by the General Meeting of 9 March 2018 (14th to 19th resolutions), the Board of Directors would be delegated the following authorisations, under the terms and conditions described in the table below:

Duration authorisation and expiry

Amount maximum of securities of debt securities

Nominal amount maximum increase share capital Ceiling: €17,000,000 Overall ceiling for issues 1., 2. and 3.: €22,800,000 Ceiling for issues 2. and 3.: €5,800,000 Overall ceiling for issues 1., 2. and 3.: €22,800,000 Ceiling for issues 2. and 3.: €5,800,000 Overall ceiling for issues 1., 2. and 3.: €22,800,000

Securities concerned

1.Issue, with rights issue, of shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allotment of debt securities and/or securities giving access to equity securities to be issued 2.Issue, without rights issue, of shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allotment of debt securities and/or securities giving access to equity securities to be issued, through a public offering 3.Issue, without rights issue, shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allotment of debt securities and/or securities giving access to equity securities to be issued, through private placements as defined in Article L.411-2 II of the French Monetary and Financial Code 4.Increase in the number of shares to be issued in the event of a capital increase with or without rights issue 5.Capital increase for the Company by capitalisation of reserves, profits or premiums 6.Capital increase reserved for members of company savings plans 4.1. BYLAWS At its meeting of 23 September 2004, the Board drew up bylaws based on those recommended in the AFEP-MEDEF Corporate Governance Code. These bylaws lay down the basic principles that govern the Board’s operations and the rights and duties of Directors. The main provisions of the Board of Directors’ bylaws are described in the Articles of Association section of the Reference Document.

26 months 8 May 2020

€450,000,000

26 months 8 May 2020

€450,000,000

26 months 8 May 2020 26 months 8 May 2020 26 months 8 May 2020 26 months 8 May 2020

€450,000,000

-

Regulatory ceiling

-

€40,000,000

–

€1,150,000

4. Composition, preparation and organisation of the Board’s work

4.2. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors gives its opinion on all major decisions in relation to the Company’s strategy, business development, human resources, finances and technology and sees to it that senior management implements these decisions. The Board met 21 times in 2017. On average, 80% of Directors attended each Board of Directors meeting during the financial year. The average meeting was three hours long.

114 2017 Registration Document SOLOCAL