SOLOCAL_Registration Document_2017

INFORMATION ON THE COMPANY AND ITS CAPITAL 7.3 Share capital

OTHER SECURITIES GIVING RIGHTS TO CAPITAL On 13 March 2017, the Company issued to the creditors, as part of its financial restructuring plan, 9,067,200 mandatory convertible bonds (MCBs) for a nominal amount of €18.13 million, giving the right to the allocation of 9,067,200 shares in the event of conversion of all the MCBs, i.e. 1.55% of the Company’s share capital. As of 11 April 2018, 3,235,602 MCBs were still outstanding, given the repayment of 5,831,598 MCBs since March 2017.

On the date of this Reference Document, the delegations relating to the issue of new shares with pre-emptive subscription rights, the issue of new shares without pre-emptive subscription rights for the benefit of a category of persons, the issue of convertible bonds redeemable in shares without pre-emptive subscription rights for the benefit of a category of persons and the capital increase by capitalisation of reserves, profits or premiums were voted for by the General Meeting of Shareholders of 9 March 2018 have not been implemented by the Company’s Board of Directors.

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NON-EQUITY SHARES 7.3.2

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At the registration date of this Reference Document, there were no non-equity shares.

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ACQUISITION BY THE COMPANY OF ITS OWN SHARES 7.3.3

not, under any circumstances, lead to it owning, directly or indirectly, more than 10% of the shares composing the share capital; shares may be acquired or transferred at any time, except during l the period of a takeover bid, in compliance with legal or regulatory requirements, by any method, in particular, on the market, on multi-lateral trading facilities or over-the-counter, including block purchases or sales, and by the use of derivative financial instruments traded in regulated markets, multi-lateral trading facilities, or over-the-counter services. At the General Shareholders’ Meeting called to approve the 2017 accounts, the shareholders will be asked to give their opinion on this share repurchase programme.

In accordance with Articles L. 225-209 et seq. of the French Commercial Code, the Combined General Shareholders’ Meeting of 13 June 2017 authorised the Board of Directors to purchase Company shares, up to a maximum of 10% of the existing share capital on the date when the delegation takes effect, under the following conditions: the maximum purchase price may not exceed €2.50 per share. In l the event of capital transactions, including capitalisation of reserves, allotment of bonus shares and/or stock splits or reverse splits, this price will be adjusted accordingly; the maximum amount of the provisions intended for the l repurchase programme stands at €144,054,568; this authorisation is valid for an 18-month period; any l acquisitions made by the Company under this authorisation may

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2017 Registration Document SOLOCAL