Solocal : Notice of convening

Informal translation from the French For information purposes only

Public limited company (société anonyme) with a share capital of 233,259,384 euros Registered office: Tours du Pont de Sèvres, 204, Rond-point du Pont de Sèvres, 92100 Boulogne-Billancourt, France

552 028 425 R.C.S. Nanterre

Shareholders of SoLocal Group are convened to the combined general meeting for 19 October 2016 at 5 p.m., Paris time, at the following address: Dock Pullman, 87 avenue des Magasins Généraux, 93 300 Aubervilliers, France.

The agenda and the draft resolutions set out in the notice of meeting to the shareholders' combined general meeting of the Company published in the Bulletin des Annonces Légales Obligatoires number 110 dated 12 September 2016 have been amended following (i) amendments made by the Board of Directors of the Company to the text of the draft resolutions and (ii) requests for inclusion on the agenda of draft resolutions submitted by certain shareholders:

1. The Board of Directors of the Company has decided to (i) amend the agenda and the text of the draft of the fifteenth to twentieth resolutions relating to the financial restructuring, in particular to adjust the caps and substitute an allocation of free shares to the allocation of warrants to the shareholders which was initially envisaged, and (ii) add four draft resolutions, numbered from twenty-four to twenty-seven, relating to the appointment of Directors.

2. The following shareholders have requested the inclusion of draft resolutions on the agenda of the general meeting, in accordance with Article L.225-105

• the company D&P Finance (494 124 977 R.C.S. Paris), represented by Mr Didier Calmels, and the company organised under English Law, marion partners Ltd (company number: 086224496), represented by Mr Arnaud Marion, have requested the inclusion of the following draft resolutions on the agenda of the general meeting:

  • Removal of Mr Robert de Metz (draft resolution A);

  • Appointment of Mr Arnaud Marion as Director (draft resolution B);

  • Removal of Mr Jean-Pierre Remy (draft resolution C);

  • Appointment of Mr Loïc de la Cochetière as Director (draft resolution D);

  • Removal of Mr Rémy Sautter (draft resolution E);

  • Appointment of Mrs Anne-Marie Cravero as Director (draft resolution F);

  • Removal of Mrs Cécile Moulard (draft resolution G);

  • Appointment of Mr Alexandre Loussert as Director (draft resolution H);

  • Removal of Mr Jean-Marc Tassetto (draft resolution J);

  • Appointment of Mr Roland Wolfrum as Director (draft resolution K);

  • Appointment of Mr Christophe Deshayes as Director (draft resolution L);

  • Appointment of Mr François-Xavier Barbier as Director (draft resolution M);

• the association RegroupementPPLocal, governed by the Law of 1stJuly 1901, Mr Alexandre Loussert, the company SAS Huiles Benoît (348 680 778 RCS Alès) and the company SARL SOFIM (325 241 339 RCS Montpellier) have requested the inclusion of the following draft resolutions on the agenda of the general meeting:

  • Removal of Mr Robert de Metz from his office as Director (draft resolution N);

  • Removal of Mr Jean-Pierre Remy from his office as Director (draft resolution O);

  • Removal of Mr Rémy Sautter from his office as Director (draft resolution P);

  • Removal of Mrs Cécile Moulard from her office as Director (draft resolution Q);

  • Removal of Mr Jean-Marc Tassetto from his office as Director (draft resolution R);

  • Appointment of Mr Loïc de la Cochetière as Director (draft resolution S);

  • Appointment of Mr Arnaud Marion as Director (draft resolution T);

  • Appointment of Mrs Anne-Marie Cravero as Director (draft resolution U);

  • Appointment of Mr Alexandre Loussert as Director (draft resolution V);

  • Appointment of Mr Roland Wolfrum as Director (draft resolution W);

  • Appointment of Mr Christophe Deshayes as Director (draft resolution X);

  • Appointment of Mr François-Xavier Barbier as Director (draft resolution Y).

The Board of Directors of the Company, during its meeting held on 26 September 2016, has not approved the draft resolutions referred to above, and invites the shareholders either not to approve them or to abstain from voting.

In order to facilitate the reading of the text of this notice of convening, the full agenda and the full text of the draft resolutions, as amended by the Board of Directors and supplemented by the draft resolutions submitted by shareholders, are published hereafter.

As a result of the amendments made to the agenda by the Board of Directors of the Company and of the requests for inclusion on the agenda of draft resolutions submitted by certain shareholders, the Board of Directors of the Company has amended the agenda of the general meeting, which now reads as follows:

• Board of Directors' management report;

• Board of Directors' report and complementary report;

• Report of the statutory auditors on the accounts for the year ended 31 December 2015;

• Special report of the statutory auditors on the agreements referred to in Article L.225-38 of the French Commercial Code;

• Approval of the annual financial statements for the financial year;

• Approval of the consolidated financial statements for the financial year;

• Allocation of the net income for the financial year ended 31 December 2015, as reported in the annual financial statements;

• Agreements within the scope of Article L.225-38 of the French Commercial Code;

• Authorisation to be granted to the Board of Directors to purchase or transfer SoLocal Group's shares;

• Non-binding vote on the components of the remuneration owed or granted to Mr Robert de Metz, Chairman of the Board of Directors, for the financial year ended 31 December 2015;

• Non-binding vote on the components of the remuneration owed or granted to Mr Jean-Pierre Remy, Chief Executive Officer, for the financial year ended 31 December 2015;

• Non-binding vote on the components of the remuneration owed or granted to Mr Christopher Pingard, Deputy Chief Executive Officer, for the financial year ended 31 December 2015;

• Appointment of Mrs Monica Menghini as Director;

• Renewal of the appointment of the statutory auditors and deputy statutory auditors;

• Ratification of the transfer of the registered office;

  Extraordinary items

• Share capital decrease by reducing the par value of the shares;

• Delegation of authority to the Board of Directors to issue shares of the Company, with shareholders' preferential subscription rights preserved;

• Authorisation granted to the Board of Directors to increase the number of shares to be issued in the event of over-subscription to the issue, with shareholders' preferential subscription rights preserved, of Company' shares, pursuant to the sixteenth resolution submitted to the vote of the general

  meeting;

• Delegation of authority to the Board of Directors to proceed with the issue and allocation, free of charge, of new shares in favour of the shareholders of the Company, by way of incorporation of premiums into the share capital;

• Delegation of authority to the Board of Directors to issue mandatory convertible bonds (obligations à option de conversion et remboursable en actions), without shareholders' preferential subscription rights and reserved to a category of persons meeting specific criteria;

• Delegation of authority to the Board of Directors to issue new shares with warrants for shares attached (ABSA), without shareholders' preferential subscription rights and reserved to a category of persons meeting specific criteria;

• Delegation of authority to the Board of Directors to proceed with a share capital increase reserved to the members of the group savings plan of the SoLocal Group;

• Amendment to article 12 of the by-laws relating to the Board of Directors;

• Powers for formalities;

  Ordinary items

• Appointment of four Directors (Mrs Anne-Marie Cravero, Mr John Slater, Mr Dominique d'Hinnin and Mr Alexandre Loussert);

• Removal of five Directors (Mrs Cécile Moulard, Mr Robert de Metz, Mr Jean-Pierre Remy, Mr Rémy Sautter and Mr Jean-Marc Tassetto) following requests for inclusion on the agenda of the general meeting of draft resolutions submitted by the company D&P Finance and the English law company marion partners Ltd;

• Appointment of seven Directors (Mrs Anne-Marie Cravero, Mr Loïc de la Cochetière, Mr Arnaud Marion, Mr Alexandre Loussert, Mr Roland Wolfrum, Mr Christophe Deshayes and Mr François- Xavier Barbier) following requests for inclusion on the agenda of the general meeting of draft resolutions submitted by the company D&P Finance and the English law company marion partners Ltd;

• Removal of five Directors (Mrs Cécile Moulard, Mr Robert de Metz, Mr Jean-Pierre Remy, Mr Rémy Sautter and Mr Jean-Marc Tassetto) following requests for inclusion on the agenda of the general meeting of draft resolutions submitted by the association RegroupementPPLocal, Mr Alexandre Loussert, the company SAS Huiles Benoît and SARL SOFIM;

• Appointment of seven Directors (Mrs Anne-Marie Cravero, Mr Loïc de la Cochetière, Mr Arnaud Marion, Mr Alexandre Loussert, Mr Roland Wolfrum, Mr Christophe Deshayes and Mr François- Xavier Barbier) following requests for inclusion on the agenda of the general meeting of draft resolutions submitted by the association RegroupementPPLocal, Mr Alexandre Loussert, the company SAS Huiles Benoît and SARL SOFIM.

1. Draft resolutions

   As a result of the amendments made to the text of the draft resolutions by the Board of Directors of the Company and of the requests for inclusion on the agenda of draft resolutions submitted by certain shareholders, the Board of Directors of the Company has amended and supplemented the text of the draft resolutions submitted to the general meeting, which now reads as follows:

   Draft resolutions Ordinary matters

   First resolution, unchanged (Approval of the annual financial statements for the financial year ended 31 December 2015)

   The general meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, after having reviewed the Board of Directors' management report, the Board of Directors's report to this meeting and the statutory auditors' report, approves the annual financial statements of SoLocal Group for the financial year ended 31 December 2015, comprising the balance sheet, the income statement and the notes to the financial statements, as submitted to it, as well as the transactions reported in said financial statements and summarised in said reports. The general meeting confirms the loss for that financial year, as reported in said financial statements.

   The general meeting approves the total amount of costs and expenses within the scope of Article 39-4 of the French General Tax Code for the financial year ended 31 December 2015, which amounted to 76,820 euros, and acknowledges that the tax thereon amounts to 29,192 euros.

   Second resolution, unchanged (Approval of the consolidated financial statements for the financial year ended 31 December 2015)

   The general meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, after having reviewed the Board of Directors's management report, the Board of Directors's report to this meeting and the statutory auditors' report on the consolidated financial statements, approves the consolidated financial statements for the financial year ended 31 December 2015, comprising the consolidated balance sheet and the income statement, as well as the notes to the consolidated financial statements, as submitted to it, as well as the transactions reported in said financial statements and summarised in said reports.

   Third resolution, unchanged (Allocation of the net income for the financial year ended 31 December 2015, as reported in the annual financial statements)

   The general meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, after having reviewed the Board of Directors's management report and the Board of Directors' report to this meeting,

   • acknowledges that the loss for the financial year amounts to -1,785,324,772.73 euros;

   • acknowledges, considering the positive retained earnings of 1,233,024,413.40 euros, the absence of distributable profit for the financial year ended 31 December 2015, and decides to allocate the entire loss of the financial year ended 31 December 2015 to the "retained earnings" account, resulting, after allocation, to a debit balance of 552,300,359.33 euros.

   It is recalled that the dividends distributed for the past three financial years are as follows:

   Year	Number of shares (1)	Dividend per share	Portion of the dividend eligible for the tax credit (2)
   2012	280,984,754	0	Not applicable
   2013	280,984,754	0	Not applicable
   2014	1,161,727,170	0	Not applicable

2. Number of shares before the stock split of 26 October 2015

3. 40% tax credit provided for in Article 158, paragraph 3, sub-paragraph 2°of the French General Tax Code

4. Fourth resolution, unchanged (Agreements within the scope of Article L.225-38 of the French Commercial Code)

   The general meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, after having reviewed the statutory auditors' special report on the agreements within the scope of Article L.225-38 of the French Commercial Code, acknowledges the conclusions of that report and approves the agreements entered into during the financial year ended 31 December 2015, as described in that report.

   Fifth resolution, unchanged (Authorisation to be granted to the Board of Directors to purchase or transfer SoLocal Group's shares)

   The general meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, after having reviewed the Board of Directors's report,

   - terminates, with immediate effect, for the unused portion thereof the authorization granted by the combined general meeting of 11 June 2015 pursuant to its fifth resolution to purchase the Company's shares;