SOLOCAL_Registration Document_2017

7

INFORMATION ON THE COMPANY AND ITS CAPITAL 7.4 Main shareholders

Performance shares granted to each executive corporate officer during the 2017 financial year

Valuation of shares according to method applied for the consolidated

Performance shares granted during the year by the General Shareholders’ Meeting to each executive corporate officer by the issuer or a Group company (nominative list)

Number of shares allotted during the year

End of lock-up period

Plan No. and date

Conditions of performance

accounts Vesting date

Éric Boustouller Jean-Pierre Remy Christophe Pingard

- - -

- - -

- - -

- - -

- - -

- - -

Plan 2018 At the Extraordinary General Shareholders' Meeting of 9 March 2018, The SoLocal Group shareholders authorised the Board of Directors to set up, a performance share incentive plan, within the meaning of Articles L. 225-197-1 et seq. of the French Commercial Code for certain senior executives and employees of SoLocal Group and affiliated companies. Under this authorisation, the number of performance shares that may be granted free of charge is capped at 9,200,000 shares of the Company, including a maximum of 2,300,000 shares for the Company’s corporate officers. On 24 April 2018, this plan gave rise to the allocation of 7,540,000 performance shares including 2,300,000 performance shares awarded to the Chief Executive Officer. Under this plan, performance shares are subject to a three-year vesting period. No retention period will be imposed on the beneficiaries. The vesting of the shares is also subject to a continued employment and performance condition, which will be based on the level of achievement of a target of EBITDA less CAPEX and the performance of the company’s share price. The Chief Executive Officer and the members of the Company’s Executive Committee shall be required to retain at least 30% of the shares vesting to them until their term of office ceases.

In addition, at the Shareholders’ Meeting of 9 March 2018, the shareholders of the Company authorised the Board of Directors to allocate free shares in the Company to Eric Boustouller in his capacity as Chief Executive Officer. The acceptance by Éric Boustouller of the position of the Chief Executive Officer having led him to waive significant rights of long-term remuneration in respect of his former position, it was agreed with him when he accepted the duties of Chief Executive Officer that he would receive, subject to the approval of the Company’s Shareholders’ Meeting, compensation for taking office in the form of a free allocation of 1 million shares in the Company. In application of this authorisation, at its meeting on 9 March 2018, the Board of Directors decided to award 1 million free shares in the Company to Eric Boustouller. The shares vest after a period of 12 months, provided that Eric Boustouller is still at the Company. This continued employment condition will be deemed fulfilled in the event of forced departure during the vesting period. After a retention period of 12 months, Eric Boustouller shall be required to retain at least two-thirds of the shares granted in this manner until the termination of his duties as Chief Executive Officer of the Company.

Performance shares made available during the 2017 financial year for each executive corporate officer

Performance shares made available for each executive corporate officer

Number of shares released from lock-up during the year

Plan date

Conditions of acquisition

Éric Boustouller Jean-Pierre Remy

-

-

-

26 October 2011 11 December 2012

None None None None None None

Amount of GOM

Amount of revenues and GOM Organic annual revenue growth

19 June 2014

Christophe Pingard

16 December 2011 11 December 2012

Amount of GOM

Amount of revenues and GOM Organic annual revenue growth

19 June 2014

250 2017 Registration Document SOLOCAL