SOMFY - Annual financial report 2018

09 LEGAL DOCUMENTS

STATUTORY AUDITORS’ REPORT ON THE AUTHORISATION TO ALLOCATE EXISTING OR TO BE ISSUED SHARES FREE OF CHARGE (ANNUAL GENERAL MEETING OF 22 MAY 2019 - RESOLUTION N° 12)

To the Shareholders,

In our capacity as Statutory Auditors to your company and in the completion of our assignment pursuant to Article L. 225-197-1 of the Commercial Code, we hereby present our report on the proposed authorisation to allocate existing or to be issued shares free of charge for the benefit of both salaried employees and/or corporate officers of your company or companies related to it, a transaction which has been submitted for your approval. The total number of shares that may be allocated under this authorisation may not represent more than 1.5% of the share capital in the company on the date of this Meeting. Your Management Board proposes that based on its report, you authorise it to allocate existing or to be issued shares free of charge for a period of 38 months. The Management Board must prepare a report on this proposed transaction, which it intends to implement. Our role is to issue observations, where applicable, on the information thereby disclosed to you regarding the planned transaction. We have performed the due diligence we deemed necessary with regard to the professional standards of the Compagnie Nationale des Commissaires aux Comptes in relation to this assignment. This due diligence specifically involved verifying that the terms and conditions being considered and included in the Management Board’s report comply with the provisions set out by the law. We have no observations to make on the information provided in the report of the Management Board on the planned transaction for the allocation of free shares.

Lyon, 17 April 2019 The Statutory Auditors

KPMG Audit A Department of KPMG SA Stéphane Devin Partner

ERNST & YOUNG et Autres Sylvain Lauria Partner

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SOMFY – ANNUAL FINANCIAL REPORT 2018