Solocal : Extraordinary General Meeting of December 15th 2016

EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

15 December 2016 at 4 pm (CET)

How to participate in the General Meeting? 1

Agenda 7

Brief overview of the SoLocal Group's situation in Q3 2016 9

Explanation of the resolutions to be submitted to the Extraordinary General Shareholders' Meeting of 15 December 2016 10

Draft resolutions to be submitted to the Extraordinary General Shareholders' Meeting of 15 December 2016 11

Board of Directors' report to the SoLocal Group's Extraordinary General Shareholders' Meeting of 15 December 2016 24

Annex 1 - Price of the contemplated securities issues 36

Annex 2 - Terms and conditions of the MCB 38

Annex 3 - Terms and conditions of the creditors' Warrants 42

Board of Directors' complementary report to the SoLocal Group's

Extraordinary General Shareholders' Meeting dated 15 December 2016 46

Request for documents 69

Request that documents be sent electronically 71

Informal translation from the French. For information purposes only.

SOLOCAL GROUP

A public limited company with share capital of €233,259,384

Registered office: 204 Rond-point du Pont de Sèvres, 92649 Boulogne-Billancourt Cedex Nanterre Trade and Companies Register No. 552 028 425

SoLocal Group's Extraordinary General Shareholders' Meeting will be held on: Thursday, 15 December 2016

At 4 pm (Paris time)

Espace Grande Arche, Viparis - Parvis de la Défense, 92044 Paris la Défense Cedex

You can attend the Meeting personally or vote by post, by Internet (or electronically) or proxy.

Regardless of how you choose to participate, you must prove that you are a SoLocal Group shareholder.

How to prove you are a shareholder?

How to participate in the General Meeting?

à If you hold registered shares:Your shares must be registered in your name (whether managed by SoLocal Group or your financial intermediary) no later than the second business day prior to the General Meeting i.e. 13 December 2016 at 00:00 (Paris time).

à If you hold bearer shares:Have a shareholder certificate drawn up as soon as possible certifying that your shares were registered in the securities account held by your financial intermediary (bank, stockbroker or online broker), no later than the second business day prior to the General Meeting i.e. 13 December 2016 at 00:00 (Paris time). To be taken into account, this certificate must reach BNP Paribas Securities Services, the bank acting as the centralising agent for the SoLocal Group General Meeting, no later than 14 December 2016 at 3 pm (Paris time).

How to obtain information?

à By telephone:

On 0800 81 84 54 (Freephone number) if calling from France or on +33 (1) 55 77 35 00 if calling from abroad, from 9 am to 7 pm, Monday to Friday.

à Over the Internet:

www.solocalgroup.com 1

à By e-mail:

Notice of Meeting 2016ISoLocal Group

actionnaires@solocalgroup.com

à By post:

SoLocal Group

Relations actionnaires (Shareholder Relations) 204 Rond-point du Pont de Sèvres

92649 Boulogne-Billancourt Cedex

How to vote?

If you are a SoLocal Group shareholder on the date of the Meeting, there are three ways in which you may exercise your voting right:

à personally attend the General Meeting;

Ãgrant a proxy to the Chairman of the Meeting (the Chairman of the Board of Directors) or to athird party;

à vote by post or electronically.

Shareholders wishing to attend the General Meeting in person may apply for an admission card as follows:

How to participate in the General Meeting?

à Apply for an admission card by post

2

Notice of Meeting 2016ISoLocal Group

à Apply for an admission card via the Internet

Shareholders wishing to participate in the General Meeting in person may also apply for an admission card electronically as follows:

à For holders of (pure or managed) registered shares:

Holders of pure or managed registered shares may apply for an admission card via the Internet on the VOTACCESS secure platform via the Planetshares website accessible at https://planetshares.bnpparibas.com.

Access to the website is protected by username and password. Data exchanges are encrypted to ensure confidentiality. The Planetshares website will be available as of 30 November 2016. The option of applying for an admission card via the Internet will end on 14 December at 3pm (Paris time).

Holders of pure registered shares must access the Planetshares website with their usual access codes. Holders of managed registered shares must access the Planetshares website using their

username which can be found in the top right-hand corner of their voting form. Shareholders who no longer have their username and/ or password may contact Freephone number 0 800 818 454 made available to them.

After logging on, holders of registered shares should follow the instructions given on screen to access the VOTACCESS platform and to apply for an admission card.

à For holders of bearer shares:

Holders of bearer shares should find out whether their account keeper is connected to the VOTACCESS platform or not.

If account keeper is connected to the VOTACCESS platform, you must identify yourself on your account keeper's Internet portal with your usual access codes. Then follow the instructions given on screen to access the VOTACCESS platform and apply for an admission card.

à If you do not have your admission card on the date of the Meeting.

If your admission card application has reached BNP Paribas Securities Services after 14 December 2016 or if you have not applied for your admission card:

à if you are a registered shareholder, you can attend the General Meeting by presenting an identity document at the counter set up for such purpose at the entrance to the Meeting;

à if you are a bearer shareholder, you can attend the General Meeting by presenting a shareholder certificate drawn up by your financial intermediary certifying that your shares were registered no later than 13 December 2016 at 00:00 (Paris time), together with an identity document, at the counter set up for such purpose at the entrance to the Meeting.