SOLOCAL_Registration Document_2017

6

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

level of achievement of a target of EBITDA less CAPEX and change in the company’s share price. The Chief Executive Officer and the members of the Company’s Executive Committee are required to retain at least 30% of the shares vesting to them until their term of office ceases. In addition, the shareholders of the Company also authorised, at the Shareholders’ Meeting of 9 March 2018, the Board of Directors to allocate free shares in the Company to Eric Boustouller in his capacity as Chief Executive Officer. The acceptance by Eric Boustouller of the position of Chief Executive Officer having led him to waive significant rights to long-term compensation in respect of his former position, it was agreed with him when he accepted the position of Chief Executive Officer that he would receive, subject to the approval of the Company’s Shareholders’ Meeting,

compensation on taking up the office in the form of a free allocation of 1 million shares of the Company. In application of this authorisation, the Board of Directors, at its meeting of 9 March 2018, decided to award 1 million shares of the Company to Eric Boustouller for free. The shares will vest after a period of 12 months, provided that Eric Boustouller is still present in the Company. This continued employment condition will be deemed fulfilled in the event of forced departure during the vesting period. After a retention period of 12 months, Eric Boustouller will be required to retain at least two-thirds of the shares granted in this manner until the termination of his duties as Chief Executive Officer of the Company.

Performance shares made available during the financial year for each executive corporate officer

Number of shares made available during financial year

Performance shares made available for each executive corporate officer

Plan date

Vesting terms

Eric Boustouller Jean-Pierre Remy

-

-

-

26 October 2011 11 December 2012

None None

GOM

Revenues and GOM

Organic annual revenue growth

19 June 2014

None None None

Christophe Pingard

16 December 2011 11 December 2012

GOM

Revenues and GOM

Organic annual revenue growth

19 June 2014

None

Jean-Pierre Remy and Christophe Pingard must hold in registered taxation between these two dates) and 25% of the form 33% of the performance shares allotted in 2011, 25% of the performance shares allotted in 2014, until they have completed performance shares allotted in 2012 (taking account of changes in their terms of office.

SoLocal Group Plan

Number of performance shares granted during the financial year to the nine largest beneficiaries of the Group, excluding corporate officers

None

212 2017 Registration Document SOLOCAL