SOLOCAL_Registration Document_2017

CORPORATE GOVERNANCE 4.2 Functioning of the Board and the Committees

CORPORATE GOVERNANCE REPORT ADOPTED BY 4.2.3 THE BOARD OF DIRECTORS OF 14 FEBRUARY 2018 (1)

Part III: Corporate Governance (Article L. 225-37-4 of the French Commercial Code) Part IV: Significant factors liable to have an impact in the event of a tender offer or public exchange offer (L. 225-37-5 of the French Commercial Code)

This report is prepared in accordance with Articles L. 225-37 et seq. of the French Commercial Code. It has four sections: Part I: The principles and criteria for determining the compensation of corporate officers for the 2018 financial year, Article L. 225-37-2 of the French Commercial Code) Part II: The compensation of corporate officers for the 2017 fiscal year (Article L. 225-37-3 of the French Commercial Code)

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PART I: THE PRINCIPLES AND CRITERIA FOR DETERMINING THE COMPENSATION OF CORPORATE OFFICERS FOR THE 2018 FINANCIAL YEAR (ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE)

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THE PRINCIPLES AND CRITERIA FOR DETERMINING THE DISTRIBUTION AND ALLOTMENT OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS ATTRIBUTABLE TO THE CHAIRMAN, CHIEF EXECUTIVE OFFICERS (CEO) OR DEPUTY CHIEF EXECUTIVE OFFICERS (DCEO) FOR THE PERFORMANCE OF THEIR FUNCTIONS (ARTICLE L. 225-37-2 SUBPARAGRAPH 2 OF THE FRENCH COMMERCIAL CODE) (EX ANTE VOTE)

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It is decided by the Board of Directors, on the proposal of the Remuneration and Appointments Committee, and submitted to the vote of the General Shareholders’ Meeting. It is subject to regular comparative studies in order to ensure the competitiveness and fairness of the compensation policy within the Group. The conditions of compensation of the corporate officers comprise firstly annual growth and personal operational effectiveness targets, and secondly long-term targets linked to the economic and financial performance of the Group. They notably take account of the specificities of firms of the digital sector in the matter of compensation and retention of management staff. For the 2017 financial year, the Board of Directors wanted the variable compensation of executive corporate officers to be based on the creation of value for shareholders (Total Shareholder Return). The Board of Directors wants the targets fixed for executive corporate officers for the 2018 financial year to reflect their involvement in the challenges of transforming the strategy, organisations and the culture whilst taking into account the return to growth which is necessary for the Group.

The 8th and 9th resolutions put to the General Shareholders’ Meeting on 9 March 2018 concern the approval of the principles and criteria for determining, distributing and allotting the fixed, variable and exceptional items of the total compensation and benefits of all kinds which are attributable to the Chief Executive Officer (8th resolution) and the Chairman of the Board of Directors (9th resolution) for the 2018 financial year. Part I sets out the principles and criteria for determination which are put to the vote of the General Meeting. These principles and criteria apply to the functions concerned and would continue to apply if the General Management or the Chairman of the Board changed. In addition, the amounts referred to in Part I represent ceilings and the total compensation and benefits in kind granted to the corporate officers of SoLocal Group may be for lower amounts. The principles and rules of determination The compensation of the corporate officers of the Group is determined in compliance with the recommendations of the AFEP/MEDEF Corporate Governance Code, revised in November 2016, and the provisions of Law n° 2016-1691 of 9 December 2016 (the “Sapin 2 Law” ).

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All resolutions relating to the principles and criteria for determining the compensation of corporate officers for the 2018 financial year (1) and the compensation of corporate officers for the 2017 financial year were approved by the General Shareholders' Meeting of 9 March 2018.

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2017 Registration Document SOLOCAL