SOLOCAL_Registration Document_2017

6

FINANCIAL STATEMENTS 6.2 Annual financial statements for the financial years ended 31 December 2016 and 2017

Amounts owed in 2017

Amounts owed in 2016

Non-executive officers Jean-Marc Tassetto (14) Directors’ fees Other compensation

37,500

53,593

—

—

Nathalie Balla (15) Directors’ fees

15,569

51,153

Other compensation — The amounts indicated do not take into account the 30% withholding tax for foreign tax residents and the 21% withholding tax for French * tax residents. David Amar was appointed at the General Shareholders’ Meeting of 13 June 2017. (1) Philippe de Verdalle was appointed at the General Shareholders’ Meeting of 13 June 2017. (2) Jacques-Henri David was appointed at the General Shareholders’ Meeting of 19 October 2016. (3) Delphine Grison was appointed at the General Shareholders’ Meeting of 13 June 2017. (4) Alexandre Loussert was appointed at the General Shareholders’ Meeting of 19 October 2016. (5) Arnaud Marion was appointed at the General Shareholders’ Meeting of 19 October 2016. The latter has waived his Directors’ fees until (6) the General Shareholders’ Meeting of 13 June 2017. Monica Menghini was appointed at the General Shareholders’ Meeting of 19 October 2016. She resigned at the Board of Directors’ (7) Meeting on 15 December 2017. —

Cécile Moulard resigned at the Board of Directors’ meeting on 11 October 2017. (8) Joëlle Obadia was elected Director and employee representative on 7 April 2016. (9) Marie-Christine Levet was co-opted at the Board of Directors’ meeting on 15 December 2017. (10) Rémy Sautter resigned at the Board of Directors’ meeting on 5 January 2017. (11) John Slater was coopted at the Board of Directors’ meeting on 5 January 2017. He resigned on 24 March 2017. (12)

Sophie Sursock was appointed at General Shareholders’ Meeting of 13 June 2017. (13) Jean-Marc Tassetto resigned at the Board of Directors’ meeting on 5 September 2017. (14) Nathalie Balla resigned at the Board of Directors’ meeting on 22 June 2017. (15) Sandrine Dufour resigned at the Board of Directors' meeting on 9 March 2018 (16)

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 set the annual amount of Directors’ fees allocated to Board members at €490,000 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 the Committees until 13 June 2017 and the 2nd for meetings between 13 June and 31 December 2017. For the first payment, the rules decided by the Board of Directors for allocating Directors’ fees were identical to those of previous years; the Directors receiving, in respect of their attendance at Board meetings: €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 of 19 October 2016 are not adversely impacted by the interim payment made prior to that meeting, the Board of Directors, on 2 February 2017, decided to pay to Monica Menghini, Jacques-Henri David and Alexandre Loussert the gross amount of €836, €3,744 and €4,246 respectively (from the 2017 Directors’ fees budget).

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 owed in application of the mathematical distribution rules set out above in order to remain within 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 compensation of the Chairman of the Board of Directors to €90,000, as approved by the General Shareholders’ Meeting of 13 June 2017. The Directors’ fees payable to the members of the Board of Directors for 2017 amounted to €490,000. For 2018, taking into account the involvement of all Directors, the Board of Directors has decided to modify the rules for the distribution of the €490,000 Directors’ fees budget as follows: €150,000 for the Chairman; l equal distribution between the Directors, i.e. €37,500 per l Director. With, however, three exceptions: prorated allocation for Directors who resigned during the year; l reduction in the amount paid for Directors with significant l absence; no Directors’ fees for internal Directors. l

208 2017 Registration Document SOLOCAL