SOLOCAL_Registration Document_2017

INFORMATION ON THE COMPANY AND ITS CAPITAL 7.4 Main shareholders

meeting on 19 June 2014, to apply an adjustment reflecting the impact of the capital increase in cash with pre-emptive subscription rights. Bearing in mind the partial satisfaction of the performance conditions on these two plans, approximately 70.7% of these shares were finally acquired by the beneficiaries. This rate corresponds to the achievement of 74.6% of the performance conditions on the changes in revenues (weighted at 2/3) and 63.0% of the performance conditions on the changes in the GOM (weighted at 1/3). Mr Jean-Pierre Remy and Mr Christophe Pingard acquired on 31 March 2015, under the plan dated 11 December 2012, now closed, 25,270 shares (758,100 shares before the share consolidation occurred on 26 October 2015) and 12,635 shares respectively (379,050 shares before share consolidation on 26 October 2015). 2014 and 2015 Plans The SoLocal Group shareholders, at an Extraordinary Meeting on 29 April 2014, authorised the Board of Directors to set up, on behalf of certain officers and employees of SoLocal Group and affiliated companies, a performance share incentive plan pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code. On 19 June 2014, this plan gave rise to the allotment of 45,221,000 shares to 112 beneficiaries. A second share allotment plan was drawn up on 9 February 2015 and gave rise to the allotment of 2,305,000 shares to 12 Group personnel. The Chief Executive Officer, making use of the powers granted to him by the Board of Directors of the Company at its meeting on 21 July 2015, decided by decisions of 26 October 2015 to adjust the number of shares allocated in December 2013 and June 2014 to reflect the reverse stock split of the Company’s shares as follows: completion of the adjustment with reference to the parity used for the share consolidation, that is to say, for each beneficiary of performance shares, applying a ratio of 1/30 (corresponding to the number of shares composing the share capital after consolidation divided by the number of shares composing the share capital before the combination but taking into account the waiver by a Company shareholder of 23 old shares) to the number of performance shares to which the holder would have been entitled in the absence of adjustment; it being specified that (i) the result (per beneficiary and per plan) is rounded down to the whole number of new shares and (ii) the other characteristics of the performance shares remain unchanged. Consequently, a beneficiary of performance shares who (prior to the adjustment of 2015), under a plan, is entitled to thirty-one (31) performance shares with a par value of €0.20 will now be entitled, under that plan, to one (1) share with a par value of €6. Taking into account the capital increase that was definitively completed on 14 March 2017, and in accordance with the regulations of the allocation plans still in the vesting period (granted by the Board of Directors at its meetings of 19 June 2014 and 9 February 2015), to take into account (i) the issue of new shares with shareholders’ pre-emptive subscription rights and (ii) the allocation of bonus shares, the Board of Directors decided to adjust the conditions of the performance share plans at its meeting on 24 April 2017, the adjustment relating to the number of performance shares to be allocated to each beneficiary.

GRANTING OF PERFORMANCE-BASED SHARES

The 2006 and 2008 plans The Extraordinary Shareholders’ Meeting of 19 April 2006 authorised the Board of Directors to set up, on behalf of certain Group senior executives and employees, a performance share incentive plan, within the meaning of Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code, to enable them to profit from the Company’s development. This authorisation was granted for a period of 38 months and the total number of shares freely allotted under this resolution may not represent more than 0.5% of the Company capital at the date of this General Shareholders’ Meeting, i.e. 1,393,948 shares. The Board of Directors drew up the conditions of an initial share allotment plan on 30 May 2006. This plan gave rise to the initial allotment of 602,361 shares to 591 Group employees on 30 May 2006. Since the performance targets were not met, the beneficiaries were not entitled to receive these bonus shares. A second share allotment plan was drawn up on 20 November 2006 and gave rise to the allotment of 778,638 shares to 611 Group personnel. Bearing in mind the fact that the performance conditions were not satisfied in one of the two years concerned, only 50% of these shares were finally acquired by the beneficiaries on 20 November 2008. A third plan was drawn up on 14 February 2008, giving rise to the allotment of 12,940 shares to 15 Group personnel. Since the performance targets were not met, the beneficiaries were not entitled to receive these bonus shares. The 2011, 2012 and 2013 plans The shareholders of the SoLocal Group, meeting at the Combined General Shareholders’ Meeting on 7 June 2011, authorised the Board of Directors to implement a share allotment plan based on performance to certain managers and employees of SoLocal Group and its associated companies, within the meaning of Articles L. 225-197-1 to L. 225-197-6 of the Commercial Code. This plan resulted in the initial allocation of 1,226,000 shares to 41 Group employees on 26 October 2011, including 140,000 shares for the benefit of Mr Jean-Pierre Remy. A second share allotment plan was drawn up on 16 December 2011 and gave rise to the allotment of 84,000 shares to three Group employees, including 60,000 shares in favour of Mr Christophe Pingard. Taking into account the partial fulfilment of the performance conditions on these two plans, approximately 45% of these shares were definitively acquired on 31 March 2014 by the beneficiaries (that is, as regards Mr Jean-Pierre Remy and Mr Christophe Pingard, the equivalent of 1,969 and 844 new shares respectively). A third share allotment plan was drawn up on 11 December 2012 and gave rise to the allotment of 2,624,000 shares to 47 beneficiaries, including 300,000 shares in favour of Mr Jean-Pierre Remy and 150,000 shares in favour of Mr Christophe Pingard. A new allotment plan was drawn up on 11 December 2013 and gave rise to the allotment of 280,000 shares to 10 beneficiaries. For performance shares granted under the plans of 11 December 2012 and 11 December 2013, the Board of Directors decided, at its

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2017 Registration Document SOLOCAL