SOLOCAL_Registration Document_2017

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INFORMATION ON THE COMPANY AND ITS CAPITAL 7.2 Memorandum and Articles of Association

Director’s duty of independence In carrying out the mandate entrusted to them, Directors must make all decisions independently of any interest other than that of the Company. All Directors are required to inform the Chairman of any situation affecting them that could create a conflict of interest with the Company or any Group Company. Where appropriate, the Chairman may seek the opinion of the Remuneration and Appointments Committee. At the end of this process, it is the responsibility of the Director in question to act accordingly, under the terms of the applicable legislation. Duties of Directors with regard to securities of the Company Each Director must hold at least one Company share. Any Company shares held by Directors at the time they join the Board must be registered in their own names, as well as any shares they acquire during their term of office. Directors are forbidden to: execute any transaction on the securities of the traded l companies of the Group as long as they hold privileged information; make short sales on these securities directly or indirectly. l The first prohibition applies in particular during the period of preparing and presenting the Group’s annual and semi-annual results and quarterly information. It also applies during special periods when projects or transactions that warrant such a prohibition are being prepared. The Ethics Charter, which specifies the rules relating to inside information, applies to the Directors. Director’s duty of care In accepting the office entrusted to them, Directors agree to fully assume all their responsibilities and, in particular, to: devote whatever time is required to study matters dealt with by l the Board and, if applicable, any Committees of which they are members; request all additional information, they consider necessary; l ensure that these regulations are applied; l freely form their opinion before any decision, considering only l the Company’s interest; actively participate in all Board meetings, unless they are unable l to do so; make all proposals to improve the working conditions of the l Board and its Committees. The Board constantly seeks to improve the information communicated to shareholders. Each Director must play a part in achieving this goal, particularly through his or her contribution to the work of the Board’s Committees.

INTERNAL REGULATIONS At its meeting of 23 September 2004, the Board drew up rules of procedure based on those recommended in the AFEP-MEDEF Corporate Governance Code. These rules of procedure specify the guiding principles for the operation of the Board and the rights and duties of the Directors. The main provisions of the rules of procedure of the Board of Directors are summarised in this section.

PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS

Strategic direction Pursuant to Article 17 of the Articles of Association, the Board of Directors determines the overall strategic orientation of the Company’s activities and ensures, it is implemented. This means that the Board makes all decisions related to the Company’s major strategic, economic, social, financial and technological objectives and ensures that these decisions are implemented. The medium-term objectives for the Group’s activities are defined, each year, in a strategic plan, which is prepared and presented by the Chief Executive Officer to the Board of Directors for approval. This draft includes, projected trends for the Group’s key operational and financial indicators in particular. The Chief Executive Officer presents a draft annual budget based on these objectives. The Chief Executive Officer is responsible for implementing the objectives set out in the strategic plan. The Chief Executive Officer informs the Board of Directors of any problems or, more generally, any matter which may affect the achievement of any of the objectives of the strategic plan. Committees of the Board of Directors In order to prepare its work, the Board of Directors set up three Committees within the Company, namely an Audit Committee, a Remuneration and Appointments Committee and a Strategic Committee, the latter having been created by the Board of Directors at its meeting on 13 June 2017. The operating conditions and areas of authority of each Committee are stipulated in the Charters of these Committees, which are approved by the Board of Directors. The Board of Directors, at its meeting on 9 November 2017, also created three ad hoc Committees, namely an ad hoc Committee on Refinancing, an Ad Hoc Committee on the Equity Story and ad hoc Committee on monitoring the restructuring of the Company.

DUTIES AND RESPONSIBILITIES OF THE DIRECTORS

Directors’ duty of confidentiality Directors are bound by an absolute obligation of confidentiality with regard to the content of discussions and deliberations by the Board and its Committees and any information presented to them.

232 2017 Registration Document SOLOCAL