SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.3 Compensation and benefits

The Company has not put in place any additional specific pension scheme for its corporate officers. The Combined General Shareholders’ Meeting of 11 June 2015 allocated an annual €490,000 in Directors’ fees for Board members from this year on and until otherwise decided at a General Shareholders’ Meeting. As in previous years, the payment of 2017 Directors’ fees was made in two instalments: the 1st to take into account the meetings of the Board of Directors and Committees until 13 June 2017 and the 2nd for meetings between 13 June and 31 December 2017. For the first payment, the rules for allocating attendance fees decided by the Board of Directors were identical to those of previous years, the Directors receiving, in respect of their participation in the Board of Directors: €4,000 per Board of Directors meeting; l €4,000 per Committee meeting; l a €90,000 lump-sum fixed on an annual basis for the Chairman l of the Board of Directors; a €10,000 lump-sum fixed on an annual basis for the Chairman l of the Audit Committee. In order to ensure that the Directors who joined the Board of Directors at the General Shareholders’ Meeting on 19 October 2016 are not wronged by the interim payment made prior to that Shareholders’ Meeting, the Board of Directors on 2 February 2017 decided to pay to Ms Monica Menghini, Mr Jacques-Henri David

and Mr Alexandre Loussert a gross amount of €836, €3,744 and €4,246 (from the 2017 Directors’ fees budget). Mr Arnaud Marion waived his Directors’ fees for meetings he attended up to 13 June 2017. This first payment was subject to a reduction in the amounts due in application of the mathematical distribution rules set out above in order to remain in the prorated amount of the annual budget of €490,000. The Board of Directors decided to retain the same allocation rules for the 2nd 2017 payment, limiting the annual remuneration of the Chairman of the Board of Directors to €90,000, as approved by the General Shareholders’ Meeting on 13 June 2017. The Directors’ fees payable to the members of the Board of Directors for the 2017 amount to €490,000. For 2018, taking into account the involvement of all Directors, the Board of Directors decided to modify the distribution rules of the €490,000 allocation of Directors’ fees on the following basis: €150,000 for the Chairman; l equal distribution for the Directors, i.e. €37,500 per Director. l With, however, three exceptions: prorated allocation for Directors who resigned during the year; l reduction in the amount paid for the Directors who were absent l in a significant proportion; no Directors’ fees for internal Directors. l

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SUMS PROVISIONED OR RECOGNISED ELSEWHERE FOR PAYMENT 4.3.2 OF ALLOWANCES, RETIREMENT PENSIONS OR OTHER BENEFITS

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On the date of this Reference Document, the sums provisioned or recognised elsewhere for the payment of pensions, retirement or other benefits were as follows: for the benefit of Mr Éric Boustouller: €0; l for Mr Jean-Pierre Remy: €0; l

for Mr Christophe Pingard: €0; l for Ms Joëlle Obadia: €105,810 as provision for the retirement l scheme and €3,820 as provision for the long-service awards.

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2017 Registration Document SOLOCAL