SOLOCAL_Registration Document_2017

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

SHARE SUBSCRIPTION OR PURCHASE OPTIONS AND ALLOCATIONS OF SOLOCAL GROUP

VI.

PERFORMANCE SHARES

These plans all have the same characteristics as the first plan: ten-year terms and options fully vested after three years. With regard to the plan of 27 July 2010, the Board of Directors adopted the proposal of the Remuneration and Appointments Committee to grant 140,000 options to Jean-Pierre Remy. All of these options were, in accordance with the AFEP/MEDEF Corporate Governance Code, subject to the following performance condition: the achievement by the Chief Executive Officer of his 2010, 2011 and 2012 annual targets. As the Remunerations Committee had granted Jean-Pierre Remy, based on the achievement of his targets, 130%, 50% and 65% of his variable portion during the course of 2010, 2011 and 2012 respectively, the average being 81.67%, 114,333 options were granted under this plan (19,773 options after adjustments). Jean-Pierre Remy was required to reinvest in SoLocal Group shares 33% of the net capital gains associated with the sale of shares from the exercise of these options and had to keep these shares in registered form until the end of his term of office as Chief Executive Officer. The options were cancelled following the resignation of Jean-Pierre Remy from his duties as CEO on 30 June 2017. Given the capital increase completed on 6 June 2014, and in accordance with the law and regulations applicable to each of these plans, the Board of Directors decided, at its meeting of 19 June 2014, to adjust the conditions of the existing share subscription options, both in terms of the strike price of the options and the number of shares that can be obtained by exercising the options. Similarly, in order to take into account the Company’s reverse stock split of 26 October 2015, the Chief Executive Officer, making use of the powers conferred upon him by the Board of Directors on 21 July 2015, decided to adjust the exercise parity of the options for each individual plan, adopting a new parity equal to the current exercise parity of each option multiplied by a ratio of 1/30 (corresponding to the number of shares making up the share capital after the reverse stock split, divided by the number of shares making up the share capital before the reverse stock split but taking into account the waiver by a Company shareholder of the reverse stock split of 23 old shares); it being specified that (i) for all options from which each holder benefits under a plan, the result (per beneficiary and per plan) shall be rounded down to the nearest whole number of new shares and that (ii) the other characteristics of the options shall remain unchanged. Consequently, any holder of options who could (prior to the adjustment of 2015), by exercising an option, subscribe to one (1) share with a par value of €0.20 at a specific strike price, may now, by exercising that same option, subscribe to one-thirtieth of a share with a par value of €6 at the adjusted strike price. As such, a holder of options who could (prior to the adjustment of 2015), by exercising all the options he held under one plan, subscribe to thirty-one (31) shares with a par value of €0.20 each for a total price of €179.40 (€5.78 multiplied by 31), may now, by exercising those same options, subscribe to one (1) share with a par value of €6 for a total price of €173.61.

Share subscription or purchase option grants

2005 plan The Company set up a share subscription option plan on 28 June 2005 which, having matured on 28 June 2015, has been cancelled. 2007 plan Similarly, the Company implemented a second share subscription plan on 20 December 2007, which upon expiry on 19 December 2017, was cancelled. 2009 plan In 2009, the Company put in place three share subscription plans: on 23 July 2009 for 1,145,000 options at a strike price of €6.71 (before adjustments following the capital increase of 6 June 2014, the reverse stock split of 26 October 2015 and the capital increase of 14 March 2017), on 29 October 2009 for 87,000 options at a strike price of €8.84 (before adjustments following the capital increase of 6 June 2014, the reverse stock split of 26 October 2015 and the capital increase of 14 March 2017), on 17 December 2009 for 75,000 options at a strike price of €7.82 (before adjustments following the capital increase of 6 June 2014, the reverse stock split of 26 October 2015 and the capital increase of 14 March 2017). These plans all have the same characteristics as the first plan: 10-year terms and options fully vested after three years. With regard to the plan of 23 July 2009, the Board of Directors adopted the proposal of the Remuneration and Appointments Committee to grant 140,000 options to Jean-Pierre Remy. All of these options were, in accordance with the AFEP/MEDEF Corporate Governance Code, subject to the following performance condition: the achievement by Jean-Pierre Remy of his 2009, 2010 and 2011 annual targets. As the Remunerations Committee had granted to Jean-Pierre Remy, based on the achievement of his targets, 150%, 130% and 50% of his variable portion during the course of 2009, 2010 and 2011 respectively, the average being 110%, 140,000 options were granted under this plan (24,213 options after adjustments). Jean-Pierre Remy was required to reinvest in SoLocal Group shares 33% of the net capital gains associated with the sale of shares from the exercise of these options and had to keep these shares in registered form until the end of his term of office as Chief Executive Officer. The options were cancelled following the resignation of Jean-Pierre Remy from his duties as CEO on 30 June 2017. 2010 plan In 2010, the Company put in place two share subscription plans: on 27 July 2010 for 1,336,000 options at a strike price of €8.58 (before adjustments following the capital increase of 6 June 2014, the reverse stock split of 26 October 2015 and the capital increase of 14 March 2017), and on 16 December 2010 for 166,000 options at a strike price of €7.09 (before adjustments following the capital increase of 6 June 2014, the reverse stock split of 26 October 2015 and the capital increase of 14 March 2017).

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2017 Registration Document SOLOCAL