SOMFY - Annual financial report 2018

09 LEGAL DOCUMENTS

DRAFT RESOLUTIONS TO THE COMBINED GENERAL MEETING OF 22 MAY 2019

ORDINARY SESSION —

Financial year

Revenue eligible for tax rebate

Revenue not eligible

for tax rebate

FIRST RESOLUTION – Approval of the parent company financial statements for the financial year ended 31 December 2018 The General Meeting, having considered the reports of the Management Board, the observations of the Supervisory Board and the reports of the Statutory Auditors on the financial statements for the year ended 31 December 2018, approves the parent company financial statements, as submitted, which show a net profit of €98,241,162.81. SECOND RESOLUTION – Approval of the consolidated financial statements for the financial year ended 31 December 2018 The General Meeting, having considered the reports of the Management Board and the Statutory Auditors for the financial year ended 31 December 2018, approves the consolidated financial statements, as submitted, which show a net profit (Group share) of €140,458,000. THIRD RESOLUTION – Allocation of net profit for the financial year and setting of dividend The General Meeting approves the following allocation of net profit for the financial year ended 31 December 2018 proposed by the Management Board:

Dividends Other distributed earnings

€39,125,797.50* being €5.70 per share €41,909,092.30* being €6.10 per share €44,645,450.20* being €1.30 per share**

2015

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_

2016

_

_

2017

_

_

Does not include unpaid dividends attributable to treasury shares * and transferred to retained earnings. The share par value was divided by five on 24 May 2017. Since that ** date, share capital comprises 37,000,000 shares with a par value of €0.20 each. FOURTH RESOLUTION – Special report of the Statutory Auditors on regulated agreements and commitments – Noting the absence of new agreements The General Meeting, having considered the special report of the Statutory Auditors mentioning the absence of new agreements of the type referred to in Articles L. 225-86 and subsequent of the Commercial Code, simply acknowledges this fact. FIFTH RESOLUTION – Renewal of the term of office of Anthony STAHL as member of the Supervisory Board The General Meeting decides to renew the term of office of Anthony STAHL as member of the Supervisory Board for a period of four years, which will expire at the end of the General Meeting called in 2023 to approve the financial statements for the year then ended. SIXTH RESOLUTION – Approval of the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid or allocated in respect of the financial year just ended to Jean Guillaume DESPATURE, Chairman of the Management Board The General Meeting, acting pursuant to Article L. 225-100 sub-paragraph II of the Commercial Code, approves the fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated for the financial year just ended to Jean Guillaume DESPATURE, Chairman of the Management Board, as presented in the report on corporate governance (section Information on remuneration, paragraph “Information on remuneration due, paid or allocated during the financial year”, title 4).

Source Net profit for the financial year –

€98,241,162.81 €3,454,549.80

Retained earnings –

Allocation Optional reserve –

€49,895,712.61 €51,800,000.00

Dividends –

The General Meeting notes that the total gross dividend is set at €1.40 per share. When it is paid to individuals who are tax residents in France, the dividend is subject to a single fixed-levy deduction at source on the gross dividend at the flat rate of 12.8% (Article 200 A of the General Tax Code), or at the express, irrevocable and comprehensive wishes of the taxpayer, to income tax calculated according to a sliding scale after notably an allowance of 40% (Article 200 A, 13, and 158 of the General Tax Code). The dividend is also subject to social security contributions at the rate of 17.2%. It is specified that if the company holds a number of treasury shares at the ex-dividend date, the amounts corresponding to unpaid dividends in respect of these shares will be transferred to retained earnings. Pursuant to the provisions of Article 243 (ii) of the General Tax Code, the General Meeting notes that it was reminded that the following dividends were paid during the last three financial years: The ex-dividend date is set at 3 June 2019. The dividend will be paid on 5 June 2019.

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SOMFY – ANNUAL FINANCIAL REPORT 2018