SOLOCAL_Registration Document_2017

7

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

In order to be able to identify bearer shares, under current legal and regulatory conditions and subject to applicable legal or regulatory penalties, the Company may, among other things, request any organisation or intermediary, including the central custodian of financial instruments, for information required by law or regulations enabling the identification of holders of Company shares giving immediate or future voting rights at Shareholders’ Meetings and, in particular, the number of shares held by each of them and, if applicable, any restrictions that may apply to those shares. Any intermediary registered on behalf of an owner who is not resident within France is required, under the terms set out in Article L. 228-1 of the French Commercial Code, to reveal the identity of the owners of such shares within 10 days, on request by the Company or its legal representative at any time. Where the Company has reasons to believe that holders of registered or bearer shares who are known to the Company are holding those shares on behalf of third-party shareholders, it is entitled to request those holders to reveal the identities of the owners of said shares under the terms set out above. Where a person to whom a request is made in accordance with the above provisions does not provide the requested information within the legal and regulatory time limits, or provides incomplete or incorrect information relative either to his capacity or to the identity of the shares’ owners, the shares or securities providing immediate or future entitlement to share capital for which that person is the registered account holder shall have no voting rights at any Shareholders’ Meetings until such time as all matters relating to identity are settled, and payment of any corresponding dividends shall be deferred until that date. In addition, if a person registered as a holder of shares knowingly disregards the above provisions, the Court in whose jurisdiction the Company’s registered office is located may, at the request of the Company or one or more shareholders, holding at least 5% of the capital, order the full or partial withdrawal, for a total period not exceeding five years, of any voting rights attached to the shares in question and, possibly for the same period, the right to any corresponding dividends. Where any legal entity owns shares in the Company and has a holding of more than one-fortieth of the capital or voting rights, the Company may ask that entity to disclose the identities of any persons who directly or indirectly hold more than one-third of the entity’s share capital or voting rights exercised at the entity’s General Shareholders’ Meetings.

any sale, transfer or termination of a major business activity of l SoLocal Group or of a subsidiary that is not included in the annual budget or the three-year business plan, any incentive plan (as defined under French labour law or the l labour law of another country, with the exception of a mandatory or standard voluntary profit-sharing plan) to be implemented in SoLocal Group or within a subsidiary, or any measure that encourages employees to directly or indirectly acquire shares in SoLocal Group or a subsidiary, any authorisation or instruction given to a SoLocal Group l subsidiary to examine or undertake any of the transactions referred to in this appendix, the execution of any agreement not included in the annual l budget that would imply payments or supply of goods or services by SoLocal Group or its subsidiaries for an annual amount greater than a total of €10 million, any decision relating to plans for the merger or demerger of a l SoLocal Group subsidiary, the partial business transfer of a SoLocal Group subsidiary, or a long-term agreement to manage a SoLocal Group subsidiary, that is not included in the annual budget or the three-year business plan, excluding internal reorganisation that has no material impact on SoLocal Group’s position, any transfer or sale in order to provide collateral, any decision l to grant a security interest or pledge by SoLocal Group or one of its subsidiaries, in order to meet debts or honour guarantees given to third parties, not included in the annual budget for a total amount greater than €10 million per financial year, any loans made by SoLocal Group or by a subsidiary that are l not included in the annual budget the cumulative amounts of which exceed €5 million. DEPUTY CHIEF EXECUTIVE OFFICER At the recommendation of the Chief Executive Officer, the Board of Directors may appoint one or more individuals charged with assisting the Chairman, with the title of Deputy Chief Executive Officer. The maximum number of Deputy Chief Executive Officers is five. In agreement with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of powers given to Deputy Chief Executive Officers. RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO EACH CLASS OF EXISTING SHARES Fully paid-up shares may be in registered or bearer form, at the shareholder’s discretion. They must be registered until they are fully paid up. They are registered in the Company’s records or with an authorised intermediary under the terms and conditions set out in law.

ACTIONS REQUIRED TO MODIFY SHAREHOLDERS’ RIGHTS

At the registration date of this Reference Document, the Articles of Association contain no provisions stricter than those set out in the law relating to changes to shareholders’ rights.

234 2017 Registration Document SOLOCAL