SOLOCAL_Registration Document_2017

INFORMATION ON THE COMPANY AND ITS CAPITAL 7.4 Main shareholders

Mr Jean-Pierre Remy and Mr Christophe Pingard must hold as changes in taxation between these two dates) and 25% of the registered shares 33% of the performance shares granted in 2011, performance shares granted in 2014, up until cessation of their 25% of the performance shares allotted in 2012 (taking account of mandate.

SoLocal Group Plan

Number of performance shares granted during the year to the nine largest non-executive corporate beneficiaries of the Group

None

1

HISTORY OF PERFORMANCE SHARE ALLOTMENTS (1)

2

Information on the performance shares (2)

Shareholder Meeting

29 April 2014 19 June 2014

29 April 2014

Date of Board meeting and name of plan

9 February 2015

Total number of shares granted (balance at 31 December 2016) including the number allocated the corporate officers: Jean-Pierre Remy l

3,313,653

175,919

3

762,990 (3) 337,644 (4)

- - -

Christophe Pingard l

Joëlle Obadia l

-

4

Share acquisition date

19 June 2016 (5) 19 June 2017 19 June 2018 19 June 2018 19 June 2019 19 June 2020

9 February 2017 9 February 2018 9 February 2019 9 February 2019 9 February 2020 9 February 2021

End date of holding period

5

Performance conditions

Organic annual revenue growth

Organic annual revenue growth

Number of shares acquired

-

-

6

Number of shares cancelled or lapsed during the financial year

1,561,585 1,752,068

138,476 37,443

Performance shares remaining at year end

Plans pending acquisition in 2017. (1) After adjustment decided by the Board of Directors at its meeting on 24 April 2017 (taking into account the capital increase that was (2) 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 granted to each beneficiary. The shareholders of SoLocal Group, meeting at the Extraordinary General Shareholders’ Meeting on 29 April 2014, authorised the Board (3) of Directors to implement a performance share allocation plan which resulted, on 19 June 2014, in the allocation to Mr Jean-Pierre Remy of (i) 368,340 performance shares (140,000 before adjustment following the capital increase on 14 March 2017) for the three years 2014/2016 subject to revenue growth greater than 0% (the vesting will be carried out by thirds in 2016, 2017 and 2018) and (ii) 394,650 performance shares (150,000 before adjustment following the capital increase on 14 March 2017) subject to a sales growth above 3% (CAGR) (the vesting will take place in 4 years, in 2018). All of these shares were cancelled following the departure of Mr Jean-Pierre Remy. The shareholders of SoLocal Group, meeting at the Extraordinary General Shareholders’ Meeting on 29 April 2014, authorised the Board (4) of Directors to implement a performance share allocation plan which resulted, on 19 June 2014, in the allocation to Mr Christophe Pingard of (i) 184,170 performance shares (70,000 before adjustment following the capital increase on 14 March 2017) for the three years 2014/2016 subject to revenue growth greater than 0% (the vesting will be carried out by thirds in 2016, 2017 and 2018) and (ii) 153,474 performance shares (58,333 before adjustment following the capital increase on 14 March 2017) subject to a sales growth above 3% (CAGR) (the vesting will take place in 4 years, in 2018). All of these shares were cancelled following the departure of Mr Christophe Pingard. As lot 2 was not awarded in 2017 due to non-compliance with the performance condition of lot 2, on 19 June 2018, the beneficiaries will (5) be able to acquire all or part of the performance shares of lot nos. 1, 2 and 3 subject to the achievement of a performance condition for the subsequent year. The exercise of all 150,731 share subscription options granted and i.e. a maximum potential dilution of 0.33%. It should be noted that of all 1,789,509 shares freely granted may lead to the creation of stock options are outside the currency. As of 31 December 2017, 1,940,240 new shares. The total number of shares forming the there were no more unallocated shares authorised by the General share capital would thus increase from 582,444,800 to 584,385,040, Shareholders’ Meeting of SoLocal Group.

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2017 Registration Document SOLOCAL