SOLOCAL_Registration Document_2017

6

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

In light of the capital increase completed on 14 March 2017, and in shareholders and (ii) the allocation of free shares, the Board of accordance with the law and regulations applicable to each of the Directors decided, at its meeting of 24 April 2017, to adjust the current option plans (allocation by the Board of Directors at its conditions of the existing share subscription options, both in terms meetings of 20 December 2007, 23 July 2009, 29 October 2009, of the strike price of the options and the number of options held by 17 December 2009, 27 July 2010 and 16 December 2010), in order each option holder. to take account of (i) the issue of new shares with rights issue for

Share subscription or purchase options granted during the year 2017 to each executive corporate officer by the issuer or by any Group company

Valuation of options under the consolidated accounts method

Number of options granted during

Type of option (purchase of subscription)

Name of executive corporate officer

Plan No. and date

Exercise period

the year Strike price

Pierre Danon

— — — — —

— — — — —

— — — — —

— — — — —

— — — — —

— — — — —

Eric Boustouller Robert de Metz Jean-Pierre Remy Christophe Pingard

Share subscription or purchase options exercised during the year 2017 by each executive corporate officer

Name of executive corporate officer

Number of options exercised during the year

Plan No. and date

Strike price

Pierre Danon

— — —

 — —   —

— — — — — —

Eric Boustouller Robert de Metz Jean-Pierre Remy

23 July 2009

 None  None

July 2010

Christophe Pingard

—

 —

A second share allotment plan was approved on 20 November 2006 and gave rise to the allotment of 778,638 shares to 611 Group employees. Given the fact that the performance conditions were not satisfied for one of the two years concerned, only 50% of these shares were finally acquired by the beneficiaries on 20 November 2008. A third plan was approved on 14 February 2008, giving rise to the allotment of 12,940 shares to 15 Group employees. Since the performance conditions were not met, the beneficiaries lost their entitlement to these free shares. 2011, 2012 and 2013 plans The shareholders of the SoLocal Group company, at the Combined General Shareholders’ Meeting of 7 June 2011, authorised the Board of Directors to set up, in favour of certain senior executives and employees of SoLocal Group and affiliated companies, a performance share incentive plan, within the meaning of Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code.

Granting of performance shares

2006 and 2008 plans The Extraordinary General Shareholders’ Meeting of 19 April 2006 authorised the Board of Directors to set up, in favour of certain Group senior executives and employees, a performance share incentive plan, within the meaning of Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code, to enable them to profit from the Company’s development. This authorisation was granted for a period of 38 months and the total number of shares freely allotted under this resolution may not represent more than 0.5% of the Company’s share capital at the date of this General Shareholders’ Meeting, i.e. 1,393,948 shares. The Board of Directors approved the conditions of an initial share allotment plan on 30 May 2006. This plan gave rise to the initial allotment of 602,361 shares to 591 Group employees on 30 May 2006. Since the performance conditions were not met, the beneficiaries lost their entitlement to these free shares.

210 2017 Registration Document SOLOCAL