SOLOCAL_Registration Document_2017

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

This plan resulted in the initial allocation of 1,226,000 shares to 41 Group employees on 26 October 2011, including 140,000 shares to Jean-Pierre Remy. A second share allotment plan was approved on 16 December 2011 and gave rise to the allotment of 84,000 shares to three Group employees, including 60,000 shares to Christophe Pingard. Taking into account the partial fulfilment of the performance conditions of these two plans, approximately 45% of these shares were definitively acquired on 31 March 2014 by the beneficiaries (that is, as regards Jean-Pierre Remy and Christophe Pingard, the equivalent of 1,969 and 844 new shares, respectively). A third share allotment plan was approved on 11 December 2012 and gave rise to the allotment of 2,624,000 shares to 47 beneficiaries, including 300,000 shares to Jean-Pierre Remy and 150,000 shares to Christophe Pingard. A new allotment plan was approved on 11 December 2013 and gave rise to the allotment of 280,000 shares to 10 beneficiaries. For performance shares granted under the plans of 11 December 2012 and 11 December 2013, the Board of Directors decided, at its meeting of 19 June 2014, to apply an adjustment reflecting the impact of the capital increase in cash with rights issue. Given the partial fulfilment of the performance conditions of these two plans, approximately 70.7% of these shares were definitively acquired by the beneficiaries. This rate corresponds to the 74.6% fulfilment of the performance conditions relating to revenues (weighted at 2/3) and the 63.0% fulfilment of the performance conditions relating to the GOM (weighted at 1/3). Jean-Pierre Remy and Christophe Pingard thus acquired on 31 March 2015, under the plan dated 11 December 2012, now closed, 25,270 shares (758,100 shares before the reverse stock split of 26 October 2015) and 12,635 shares (379,050 shares before the reverse stock split of 26 October 2015), respectively.

plan, within the meaning of Articles L. 225-197-1 et seq. of the French Commercial Code. On 19 June 2014, this plan gave rise to the allotment of 45,221,000 shares to 112 beneficiaries. A second share allotment plan was approved on 9 February 2015 and gave rise to the allotment of 2,305,000 shares to 12 Group employees. The Chief Executive Officer, making use of the powers granted to him by the Board of Directors of the Company at its meeting of 21 July 2015, decided by decisions of 26 October 2015 to adjust the number of performance shares allocated in December 2013 and June 2014 to reflect the Company’s reverse stock split as follows: completion of the adjustment of the parity adopted for the reverse stock split, that is to say, for each beneficiary of performance shares, by applying 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) to the number of performance shares to which the holder would have been entitled in the absence of an adjustment; it being specified that (i) 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 performance shares shall remain unchanged. Consequently, a beneficiary of performance shares who (prior to the adjustment of 2015), under a plan, was entitled to thirty-one (31) performance shares with a par value of €0.20, will now be entitled, under that same plan, to one (1) share with a par value of €6. In light of the capital increase completed on 14 March 2017, and in accordance with the regulations applicable to the allocation plans still in the vesting period (granted by the Board of Directors at its meetings of 19 June 2014 and 9 February 2015), in order to take account of (i) the issue of new shares with rights issue for shareholders and (ii) the allocation of free shares, the Board of Directors decided, at its meeting of 24 April 2017, to adjust the conditions of the performance share plans, in terms of the number of performance shares to be allocated to each beneficiary.

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2014 and 2015 plans

The SoLocal Group shareholders, at the Extraordinary General Meeting of 29 April 2014, 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

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Performance shares granted to each executive corporate officer during the year 2017 Performance shares granted during the financial year by the General Shareholders’ Meeting to each executive corporate officer by the issuer or a Group company (nominative list) Plan No.  and date Number of shares granted during the year Valuation of shares under the consolidated accounts method Vesting date End of lock-up period

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Performance conditions

Eric Boustouller Jean-Pierre Remy Christophe Pingard

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Company, including a maximum of 2,300,000 shares for the Company’s corporate officers. On 24 April 2018, this plan gave rise to the allocation of 7,540,000 performance shares including 2,300,000 performance shares awarded to the Chief Executive Officer. Under this plan, performance shares are subject to a three-year vesting period. No retention period is imposed on the beneficiaries. The vesting of the shares is also subject to a continued employment condition and a performance condition based on the

2018 plan The SoLocal Group shareholders, at the Extraordinary General Meeting of 9 March 2018, authorised the Board of Directors to establish, in favour of certain senior executives and employees of SoLocal Group and affiliated companies, a performance share plan within the meaning of Articles L. 225-197-1 et seq . of the French Commercial Code. Under this authorisation, the number of performance shares that may be granted free of charge is capped at 9,200,000 shares in the

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2017 Registration Document SOLOCAL