SOMFY - Annual financial report 2018

09 LEGAL DOCUMENTS

EXTRAORDINARY SESSION —

Full powers are conferred upon the Management Board, with the option to delegate this power within the limitations provided by law, in order to: set the conditions and, if need be, the criteria for the allocation – and performance conditions of the shares; determine the identity of the beneficiaries as well as the – number of shares to be allocated to each of them; if applicable: – purchase the required shares within the framework of the ● share buyback programme and transfer them to the allocation plan, determine the effect of transactions modifying the share ● capital or liable to impact the value of the shares granted and carried out during the vesting period on the beneficiaries’ entitlements, and consequently modify or adjust, if need be, the number of shares allocated to preserve the beneficiaries’ entitlements, decide whether or not to set a retention requirement at the ● end of the vesting period and where applicable to determine its duration and to take all appropriate measures to ensure compliance therewith by the beneficiaries, and generally do whatever the implementation of this ● authorisation will require in accordance with applicable legislation. This authorisation is granted for a period of 38 months starting from the date of this General Meeting. It would, where applicable, cause any unused portion of any prior authorisation to the same purpose to lapse.

TWELFTH RESOLUTION – Authorisation to be granted to the Management Board to allocate shares free of charge to employees and/or certain corporate officers The General Meeting, having considered the report of the Management Board and the special report of the Statutory Auditors, authorises the Management Board to proceed, pursuant to Articles L. 225-197-1 and L. 225-197-2 of the Commercial Code, with the allocation, on one or more instalments, of existing ordinary shares of the company for the benefit of: employees of the company or companies directly or indirectly – related to it within the meaning of Article L. 225-197-2 of the Commercial Code; and/or corporate officers meeting the conditions set forth by – Article L. 225-197-1 of the Commercial Code. The total number of free shares allocated under this authorisation may not exceed 1.5% of the share capital at the date of this General Meeting, it being specified that from this limit will be deducted the total number of shares to which the options that may be awarded by the Management Board under the authorisation granted by the General Meeting of shareholders of 16 May 2018 in its 13th extraordinary resolution may give rise. The allocation of shares to beneficiaries would be definitive at the end of a vesting period whose duration, which may not be less than one year, will be set by the Management Board. Beneficiaries must, where applicable, retain these shares for a minimum period, set by the Management Board, at least equal to that required to ensure that the cumulative duration of the vesting periods, and where necessary, the retention periods, may not be less than two years.

THIRTEENTH RESOLUTION – Powers for formalities

The General Meeting grants all powers to the bearer of copies or extracts of the present minutes to complete all the filing and publication formalities required by law.

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SOMFY – ANNUAL FINANCIAL REPORT 2018