Shareholders communication committee

Title 1: Purpose

The purpose of the SoLocal Group ("SoLocal") shareholders’ communication committee ("Committee") is to facilitate a regular and thorough dialogue between the Company and its individual shareholders. Through this dialogue, SoLocal wants to strengthen the quality of its communication and its relations with its individual shareholders and to obtain their opinion on the various aspects of its financial communication.
The Committee is a consultative and reflective body devoid of any legal personality and its opinions cannot engage SoLocal or its management. The rules governing its composition and operation are laid down in this Regulation.

Title 2 : Composition of shareholders’ communication committee

The shareholders’ communication committee is made up of 8 individual shareholder members, including 2 SoLocal employee shareholders, representing the individual shareholder of SoLocal.
The members of the Committee shall be selected by SoLocal in accordance with the procedure laid down in Title 4 of this Regulation.
In the event of a vacancy in one or more of the Committee's positions, for whatever reason, SoLocal may either replace it on the basis of the applications received under the selection procedure provided for in Title 4 of this the vacant position.
Meetings of the Committee shall be chaired by the Managing Director of SoLocal, or any other person designated by SoLocal for this purpose. The Secretariat of the Committee is entrusted to the Legal Director of SoLocal.
The Chairman of the Committee may invite any person outside the Committee to participate in the work and meetings, whose contribution he considers useful. The Director of Investor Relations may attend all meetings of the Committee.

Title 3 : Conditions of eligibility

The requirements for membership in the shareholders’ communication committee are as follows:
•    Hold at least 250 SoLocal bearer shares or registered shares for the duration of the mandate,
•    Not having a mandate in a shareholders’ communication committee or equivalent ad-hoc structure in a company operating in the media and Internet sector,
•    Holding a maximum of one mandate on another shareholders’ communication committee,
•    Not be in a conflict of interest with SoLocal and its shareholders’ communication committee within the meaning of point 7.2 of this Regulation, SoLocal Group - shareholders’ communication committee - Internal Rules - March 2016
The present conditions of eligibility must be fulfilled as soon as the application is filed and throughout the term of office of the Committee member. SoLocal reserves the right to verify compliance with the said conditions of eligibility by soliciting from the members concerned the production of any documentary evidence within a reasonable time. 

Title 4 : Selection of members of the shareholders’ communication committee

4.1. Application

Candidates must submit a completed file to SoLocal. 
A questionnaire is available in the finance section on the website www.solocalgroup.com.
Applicants must complete this on-line questionnaire, which will allow us to study your application, or send it duly completed by e-mail to the following address: [email protected] (with object: Application file).
The strictest confidentiality on personal information will be respected. The processing of personal data is the subject of a CNIL declaration.

4.2. Mode of selection

The complete application files fulfilling all of the aforementioned conditions of exigibility will then be selected by SoLocal on the basis of the following evaluation criteria :
•    Motivation,
•    Diversity of the composition of the Committee,
•    Representativeness of the individual shareholder of SoLocal,
•    Market knowledge
Selection is made by SoLocal from the submitted application files.
SoLocal reserves the right to request a telephone interview with the candidates.
SoLocal refers to the members of the Committee on a discretionary basis and no claim can be accepted as such.
This selection procedure is also applicable for the renewal of the members of the shareholders’ communication committee. The objective is to maintain the number of members of the shareholders’ communication committee at the level set in Title 2. 

Title 5 : Mandate's duration

The term of office of the members of the Committee shall be two years, renewable once. 

Title 6 : Functioning

6.1. Meetings of shareholders’ communication committee

At the initiative of SoLocal, the shareholders’ communication committee meets once or several times a year at SoLocal's headquarters or elsewhere. Depending on the circumstances, the frequency of meetings may be adjusted by SoLocal.
The dates and places of meetings of the Committee shall be announced in advance within a reasonable time to enable all members to attend in good conditions. SoLocal reserves the right, however, to (i) modify the date and / or place of a meeting in exceptional circumstances and undertakes to notify each member of this change by any means as soon as possible, and to adjourn the meeting of the Committee on the assumption that there was insufficient number of participants.
Should this be necessary due to short notice of organization, a member may exceptionally be permitted to attend the meeting of the shareholders’ communication committee by conference call.
An indicative agenda will be transmitted before each meeting of the shareholders’ communication committee.

6.2. Contact with the shareholders’ communication committee

The shareholders’ communication committee is at the disposal of shareholders who wish to communicate their views and concerns to SoLocal. They may do so by e-mail: [email protected]

6.3. Financial provisions

The members of the shareholders’ communication committee do not receive any remuneration for their work and their presence on the Consultative Committee of Shareholders. Similarly, SoLocal does not compensate for lost wages or income related to attendance at meetings of the shareholders’ communication committee.
However, transport and accommodation costs related to meetings and events of the shareholders’ communication committee shall be borne by SoLocal, on presentation of supporting documents and according to a scale and up to a ceiling communicated by SoLocal (see Appendices 1 and 2 of the Rules of Procedure).
Adherence to the present by-law shall constitute irrevocable and final acceptance by each member of the Committee of the conditions of indemnification by SoLocal and waiver of any subsequent claim therefor.

Title 7 : Obligations of members of the shareholders’ communication committee

Each member of the Committee undertakes to respect all the stipulations of the present regulation as from his signature and in particular :

7.1. Compliance with eligibility conditions
The members of the shareholders’ communication committee undertake to respect the conditions of eligibility for the duration of their mandate and to inform the company as soon as one of them is no longer respected.

7.2. Conflict of Interest and Independence
Each member of the Committee declares and undertakes to exercise its functions independently and not to be in a conflict of interest with SoLocal or any other company in the group. By way of example and without this list being exhaustive, the following are considered as situations of conflict of interest for a member of the Committee:
• to be a member of another shareholders’ communication committee or equivalent ad-hoc structure of a company in the Media and Internet sector,
• to be a corporate officer, officer or employee of a company in the Media and Internet sector,
• to be a corporate officer, officer or employee of one of the suppliers or service providers of
services of SoLocal or any other company in the SoLocal Group,
• to be a party to a dispute with SoLocal or any other company in the SoLocal group.
Each member of the Committee undertakes to inform the Secretary of the Committee of any event or situation that may constitute a conflict of interest.
Furthermore, in the interest of preventing any other form of conflict of interest, the members of the shareholders’ communication committee shall abstain during their term of office from offering SoLocal commercial services and whatever their responsibilities or personal, associative or other commitments.

7.3. Availability and Attendance
The members of the shareholders’ communication committee undertake to be available and assiduous. Any unjustified absence of a member of the Committee at more than one meeting during the same term may result in the exclusion of that member.

7.4. No advertising
The members of the shareholders’ communication committee undertake not to use, without the prior written consent of SoLocal, of their status as a member of this Committee.
In general, members of the Committee have no standing to speak on behalf of SoLocal or to report any link or affiliation with SoLocal in any form whatsoever with a view to obtaining any commercial or financial advantage or for personal gain.
It is expressly forbidden to sign letters or e-mails by referring to the shareholders’ communication committee and to use correspondence paper or business cards referring to SoLocal or the SoLocal shareholders’ communication committee.

7.5. Confidentiality
The members of the shareholders’ communication committee undertake to respect and maintain the strictest confidentiality of the subjects dealt with and their contents in the course of their work and the information communicated during the meetings of the shareholders’ communication committee.
Similarly, they undertake not to make use, without the prior written consent of SoLocal, of their status as members of the shareholders’ communication committee or of confidential information to which they may have access for a purpose other than that of the Committee's work.

7.6. Purchase and sale of SoLocal shares
The purchase and sale of SoLocal shares by members of the Committee must comply with the applicable stock exchange regulations and each member of the Committee is solely responsible for its actions in this field. In case of doubt, each Committee member is advised to contact the Secretary of the Committee.

7.7. Information
The members of the shareholders’ communication committee undertake to inform the Director of Investor Relations without delay if one of the following events occurs:
•    Loss of eligibility,
•    Conflict of interest or loss of independence,
•    The change of contact details 

Title 8 : Intellectual Property and Rights

SoLocal reserves the right to use the work of the shareholders’ communication committee. The members of the shareholders’ communication committee authorize SoLocal to use their work, image and name (and geographic and professional position) in the form of reproduction and representation of photographs, videos or voices for any internal and external communication within the Committee's work. This authorization applies to all media, including the Internet and multimedia media. This authorization is granted free of charge, for an unlimited period, for all places and countries. 

Title 9 : Exclusion

SoLocal may exclude from the SoLocal shareholders’ communication committee any member who :
•    Would not respect the rules of procedure,
•    Affect or comment on the interests or reputation of SoLocal, its subsidiaries, its shareholders’ communication committee, its employees, its clients or its partners,
•    Would not meet its obligation of attendance as described in paragraph 7.3 of this regulation. 
The decision to exclude a member of the shareholders’ communication committee is solely a matter for SoLocal's discretion. 
The exclusion will be immediate, definitive and irrevocable, without prejudice to the penalties that may result from the application of legal and regulatory provisions. 

Title 10 : Suspension and dissolution

The shareholders’ communication committee may be suspended or dissolved on the initiative of SoLocal after having informed all the members beforehand. 

Title 11 : Amendment of Regulation

This Regulation may be amended on the initiative of SoLocal, after consultation with the members of the Committee.
Each member of the Committee shall sign this by-law in respect of all its provisions. 
Rules of Procedure of the shareholders’ communication committee of SoLocal Group - Appendix 1Scale of reimbursement of expenses related to CCA meetings
Living expenses related to travel for meetings of the shareholders’ communication committee shall be reimbursed on presentation of (original) evidence, within reasonable limits. Only expenses between D-1 and D events will be refunded.
1. Travel
It is agreed that travel (from the place of residence of the Committee member to the SoLocal Group headquarters) will be by train or plane (category 2 class in both cases), or by car or public transport (tickets bus / metro / tram / train).
Mileage costs
The kilometric allowances will be reimbursed on the basis below, on presentation of a copy of the vehicle registration card (d represents the distance traveled). Distances can be verified via Mappy: