SOLOCAL_Registration Document_2017

INFORMATION ON THE COMPANY AND ITS CAPITAL 7.4 Main shareholders

These plans all have the same characteristics as the first plan: terms of ten years and are fully vested after three years. Concerning the plan of 27 July 2010, the Board of Directors adopted the proposal of the Remuneration and Appointments Committee to grant 140,000 options to Mr Jean-Pierre Remy. All of these options were subject, in accordance with the AFEP/MEDEF Corporate Governance Code, to the following performance condition: the Chief Executive Officer achieving his 2010, 2011 and 2012 annual objectives. As the Remunerations Committee had granted Mr Jean-Pierre Remy, based on the achievement of his targets, 130%, 50% and 65% of his variable portion during the course of the years 2010, 2011 and 2012, the average was 81.67% and, implementing this plan, 114,333 options were finally allotted (19,773 options following adjustments). Mr Jean-Pierre Remy was required to reinvest in SoLocal Group shares 33% of the net capital gains associated with the sale of shares from the exercises of these options and had to keep these shares at par value until the end of his term of office as Chief Executive Officer. The options were cancelled following the resignation of Mr Jean-Pierre Remy on 30 June 2017 from his duties as CEO. Given the increase in capital that was completed on 6 June 2014, and in accordance with the law and regulations applying to each plan, the Board of Directors decided, at its meeting of 19 June 2014, to adjust the conditions of the existing share subscription options, with regard to both the option strike price and the number of shares that can be obtained by exercising the options. Similarly, in order to take into account the Company’s reverse stock split on 26 October 2015, the Chief Executive Officer, making use of the powers conferred on him by the Board of Directors on 21 July 2015, decided to adjust the exercise parity of the options for each individual plan, adopting a new parity equal to the current

exercise parity of each option multiplied by a ratio of 1/30 (corresponding to the number of shares forming the capital following the reverse stock split divided by the number of shares forming the capital before the reverse stock split by taking into account the waiver by a Company shareholder of the reverse stock split of 23 old shares); it being stipulated that (i) for all the options from which each holder benefits under a plan, the result (per beneficiary and per plan) shall be rounded down to the nearest whole number of new shares and that (ii) the other characteristics of the options shall remain unchanged. Consequently, any holder of options who could (prior to the adjustment of 2015), by exercising an option, subscribe for one (1) share with a par value of €0.20 at a specific strike price, may now, by exercising that same option, subscribe for one-thirtieth of a share with a par value of €6 at the adjusted strike price. In this respect, a holder of options who could (prior to the adjustment of 2015), by exercising all the options he or she held under a plan, subscribe for thirty-one (31) shares with a par value of €0.20 each for a global price of €179.40 (€5.78 times 31), may now, by exercising those same options, subscribe for one (1) share with a par value of €6 for a global price of €173.61. Taking into account the capital increase that was definitively completed on 14 March 2017, and in accordance with the law and the regulations of each of the current stock option plans (allocation by the Board of Directors at its meetings on 20 December 2007, 23 July 2009, 29 October 2009, 17 December 2009, 27 July 2010 and 16 December 2010), in order to take into account (i) the issuance of new shares with shareholders’ pre-emptive subscription rights and (ii) the allocation of bonus shares, the Board of Directors decided, at its meeting of 24 April 2017, to adjust the conditions of the subscription options in effect, the adjustment relating both to the strike price of the options and the number of options held by each option holder.

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Share subscription or purchase options granted during the year 2017 financial to each executive corporate officer by the issuer or by any company of the Group

Valuation of options according to the method used for the consolidated financial statements

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Type of option (purchase or subscription)

Number of options granted during the year Strike price Exercise period

Name of corporate officer

Plan No. and date

Pierre Danon

— — — — —

— — — — —

— — — — —

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Éric Boustouller Robert de Metz Jean-Pierre Remy Christophe Pingard

Share subscription or purchase options exercised during the year 2017 financial by each executive corporate officer Name of corporate officer Plan No. and date Number of options exercised during the year

Strike price

Pierre Danon

— — —

— — —

— — — —

Éric Boustouller Robert de Metz Jean-Pierre Remy

23 July 2009 27 July 2010

None None

Christophe Pingard

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2017 Registration Document SOLOCAL