SOLOCAL_Registration Document_2017

7

INFORMATION ON THE COMPANY AND ITS CAPITAL 7.3 Share capital

SHARE CAPITAL 7.3

their rights, they must refer to corporate inventories and decisions taken at General Shareholders’ Meetings. Where exercising a particular right requires ownership of several shares, shareholders who do not own the required number of shares must form a group and, where appropriate, purchase or sell shares as necessary. The provisions of the Articles of Association stipulating the existence of a double voting right, as adopted by the General Shareholders’ Meeting of 7 June 2011, became effective on 1 May 2013. A double voting right is attributed to all fully paid-up registered shares of the Company that have been registered in the name of the same holder for at least two years. In the event that the capital is increased by incorporation of reserves, profits or issue premiums, this double voting right will apply, as soon as they are issued, to new shares granted to a shareholder on the basis of existing shares for which he already holds this right. Any share converted to a bearer share or for which ownership is transferred will lose the double voting right, subject to exceptions provided for by law. These provisions entered into effect on 1 May 2013.

RIGHTS AND OBLIGATIONS ATTACHED TO SHARES (ARTICLE 10 OF THE ARTICLES OF ASSOCIATION) Each share entitles the holder to a share in the profits, ownership of Company assets and in the liquidation dividend, in a proportion equal to the share of capital it represents. In addition, each share entitles its holder to vote and be represented at General Shareholders’ Meetings, in accordance with the law and the Articles of Association. Ownership of shares automatically implies full adherence to the Company’s Articles of Association and to decisions taken at the General Shareholders’ Meeting. Shareholders are liable for losses only in the amount of their contribution to capital. The heirs, creditors, assignees or representatives of a shareholder may not request that the Company’s assets, securities or shares be placed under seal, divided or put up for public auction, nor may they interfere in the Company’s management. In order to exercise

SHARE CAPITAL 7.3.1

As of the date of this Reference Document, the share capital amounts to €58,331,900.40, divided into €583,319,004 fully paid-up shares with a par value of €0.10 each, all of the same class. AUTHORISED CAPITAL NOT ISSUED The Combined General Shareholders’ Meeting of the Company, held on 9 March 2018, delegated to the Board of Directors, in accordance with the conditions detailed in the table below, the following authorisations:

Term of the authorisation and expiration

Maximum amount of debt securities

Maximum nominal amount of capital increase

Securities concerned

1. Issuance, with maintenance of pre-emptive subscription rights, of shares and/or equity securities giving access to other equity securities and/or giving the right to the allocation of debt securities and/or transferable securities to capital securities to be issued 2. Issuance, with cancellation of pre-emptive subscription rights, of shares and/or equity securities giving access to other equity securities and/or giving the right to the allocation of debt securities and/or securities giving access capital securities to be issued, in the context of tender offers. 3. Issuance, with cancellation of pre-emptive subscription rights, of shares and/or equity securities giving access to other equity securities and/or giving the right to the allocation of debt securities and/or securities giving access to equity securities to be issued, by private placements referred to in Article L. 411-2 II of the French Monetary and Financial Code 4. Increase in the number of securities to be issued in the event of a capital increase while maintaining or cancelling the pre-emptive subscription rights

Ceiling: €17,000,000 Overall ceiling for issuances 1., 2. and 3.: €22,800,000 Ceiling for issuances 2. and 3.: €5,800,000 Overall ceiling for issuances 1., 2. and 3.: €22,800,000

26 months 8 May 2020 €450,000,000

26 months 8 May 2020 €450,000,000

Ceiling for issuances 2. and 3.: €5,800,000 Overall ceiling for issuances 1., 2. and 3.: €22,800,000

26 months 8 May 2020 €450,000,000

Ceiling set forth by the regulations

26 months 8 May 2020 - 26 months 8 May 2020 - 26 months 8 May 2020 –

5. Capital increase by capitalisation of reserves, profits or premiums

€40,000,000

6. Capital increase reserved for participants in Company Savings Plans

€1,150,000

238 2017 Registration Document SOLOCAL