SOLOCAL_Registration Document_2017

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

Directors agree to tender their resignation to the Board when they believe, in good faith, that they are no longer able to fully assume their responsibilities. ETHICS CHARTER At its meeting on 23 September 2004, the Board of Directors adopted a Professional Ethics charter (available on the PagesJaunes Groupe website at http://www.solocalgroup.com). This Charter sets out the Group’s values and presents its principles for dealing with customers, shareholders, employees, suppliers, and competitors, and with respect to the environment and the countries in which it operates. In addition, it stipulates a number of principles of personal conduct that each Group employee, Director and executive must respect, and which encourage honest and ethical conduct on their part, as well as accurate, complete and timely communication of published information. The Professional Ethics charter refers to the principles and rules applicable to stock market ethics and the requirement to comply with them scrupulously. It imposes certain preventive measures including, closed periods when “permanent insiders”, such as members of the Board of Directors and other executives, are not permitted to trade in the Company’s shares. The Professional Ethics charter applies to each member of the Board of Directors and to all of the Group’s executives and employees. CHAIRMAN OF THE BOARD OF DIRECTORS AND MANAGEMENT The Chairman of the Board of Directors is an individual elected by the Board from among its members. Furthermore, the Board of Directors may decide whether to separate or combine the positions of Chairman of the Board and Chief Executive Officer. If the decision is taken to separate these roles, the Board of Directors appoints the Chief Executive Officer. The Board of Directors elects a Vice-Chairman from among its independent members. The Vice-Chairman is elected for his or her entire term as a Director, and may be re-elected. The Vice-Chairman: exercises the powers of the Chairman in the event of l impossibility, absence or unavailability of the Chairman, under the same conditions as the Chairman; shall be available for and may meet and listen to the Company’s l shareholders; shall be available and listen to the Directors of the Company to l discuss the proper functioning of the Board of Directors. Mr David Amar was elected Vice-Chairman by the Board of Directors at its meeting of 14 February 2018. At its meeting of 5 November 2014, the Board of Directors decided to separate the positions of Chairman of the Board and Chief Executive Officer (these positions had been combined into a single post at a Board meeting on 11 December 2012). The Chief Executive Officer, subject to the powers expressly granted to Shareholders’ Meetings and the Board of Directors, and within the limits of the corporate purpose, is vested with the widest

powers to act, in all circumstances, in the name of the Company, with the following stipulations: the Chief Executive Officer must present a draft strategic plan to (i) the Board of Directors each year defining the Group’s medium-term business objectives including projected trends for the Group’s key operational and financial indicators, in addition to a draft annual budget; the following decisions are subject to prior approval by the (ii) Board of Directors: the annual budget and any significant changes thereto, l the annual and three-year business plans, l the acquisition or disposal of a business by SoLocal Group or a l subsidiary that is not included in the annual budget, the total amount of which, including all liabilities and off-balance sheet commitments exceeds €10 million, any investments or divestments not included in the annual l budget for fixed assets for an amount, including all liabilities and other off-balance sheet commitments, in excess of €10 million, modification of the employment contract, hiring/appointment or l removal/dismissal of the Company’s Chief Financial Officer; any modification of the employment contract, hiring/appointment or removal/dismissal of the Group Human Resources Director and the Secretary of the Board of Directors of the Company shall not give rise to the prior authorisation of the Board of Directors but shall nevertheless give rise to prior agreement of the Remuneration and Appointments Committee, any increase in the total indebtedness of SoLocal Group or of a l subsidiary that exceeds the amount authorised under the financing or loan agreements previously authorised by SoLocal Group’s Board of Directors, the execution of any agreement in order to create a l joint-venture with a third party, not included in the annual budget and generating a commitment for SoLocal Group or one of its subsidiaries for a total amount greater than €10 million over the duration of the joint-venture, any decision to have the securities of SoLocal Group or a l subsidiary listed on a regulated exchange and any subsequent action to have additional SoLocal Group or subsidiary securities listed if already listed on a regulated exchange, any decision to delist or buy back shares (except share l purchases under liquidity agreements previously authorised by the Board of Directors), the acquisition or subscription, by SoLocal Group or by a l subsidiary, of shares, other equity securities or securities giving access to the capital of (x) any company the value of which, including all liabilities and other off-balance sheet commitments, exceeds €10 million, provided that the liability of SoLocal Group or its subsidiary is limited and the transaction is not already included in the annual budget, or (y) any company irrespective of the amount invested if SoLocal Group or its subsidiary is acting as an unlimited liability partner in such a company, any diversification of the business activities of SoLocal Group l or of a subsidiary that is unrelated to previous business activities, or any diversification that is related to previous business activities but is not included in the annual budget and involves a financial commitment that exceeds €10 million,

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2017 Registration Document SOLOCAL