SOMFY - Annual financial report 2018

04 MANAGEMENT BOARD MANAGEMENT REPORT

COMBINED GENERAL MEETING OF 22 MAY 2019

ORDINARY SESSION — Approval of the parent company financial statements for the 1. year ended 31 December 2018. Approval of the consolidated financial statements for the year 2. ended 31 December 2018. Allocation of net profit for the financial year and setting of 3. dividend. Special report of the Statutory Auditors on regulated 4. agreements and commitments – Noting the absence of new agreements. Renewal of the term of office of Anthony STAHL as member of 5. the Supervisory Board. Approval of the fixed, variable and exceptional items comprising 6. 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. Approval of the fixed, variable and exceptional items 7. comprising the total remuneration and benefits of any kind paid or allocated in respect of the financial year just ended to Pierre RIBEIRO, Chief Financial Officer and member of the Management Board. Approval of the fixed, variable and exceptional items 8. comprising the total remuneration and benefits of any kind paid or allocated in respect of the financial year just ended to Michel ROLLIER, Chairman of the Supervisory Board. Approval of the principles and criteria used to determine, 9. apportion and allocate the fixed, variable and exceptional items of remuneration comprising the total remuneration and benefits of any kind attributable to the Chairman of the Management Board and the member(s) of the Management Board. Approval of the principles and criteria used to determine, 10. apportion and allocate the fixed, variable and exceptional items of remuneration comprising the total remuneration and benefits of any kind attributable to the members of the Supervisory Board. Authorisation to be granted to the Management Board for the 11. buyback by the company of its own shares pursuant to Article L. 225-209 of the Commercial Code, duration of the authorisation, objectives, terms and conditions, cap. EXTRAORDINARY SESSION — Authorisation to be granted to the Management Board to 12. allocate existing shares free of charge to employees and/or certain corporate officers of the company or related companies, duration of the authorisation, cap, duration of the vesting period - particularly in the case of invalidity. Powers for formalities. 13. RENEWAL OF THE TERM OF OFFICE OF ANTHONY STAHL AS MEMBER OF THE SUPERVISORY BOARD (resolution 5) — We hereby remind you that Anthony STAHL’s term of office as a member of the Supervisory Board expires at the end of the next Annual General Meeting. It will be proposed 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.

INDEPENDENCE AND GENDER EQUALITY

Subject to the approval of this renewal, the Board would maintain its composition, namely four women and three men, in accordance with parity rules, and four independent members, in accordance with Middlenext recommendations. 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 (resolution 6) AND PIERRE RIBEIRO, CHIEF FINANCIAL OFFICER AND MEMBER OF THE MANAGEMENT BOARD (resolution 7) — It will be proposed that you approve the fixed, variable and exceptional items comprising the 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). It will also be proposed that you approve the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid or allocated for the financial year just ended to Pierre RIBEIRO, Chief Financial Officer and member 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). 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 MICHEL ROLLIER, CHAIRMAN OF THE SUPERVISORY BOARD (resolution 8) — It will be proposed that you approve the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid or allocated for the financial year just ended to Michel ROLLIER, Chairman of the Supervisory Board, in respect of his term of office, 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). APPROVAL OF THE PRINCIPLES AND CRITERIA USED TO DETERMINE, APPORTION AND ALLOCATE THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS OF REMUNERATION COMPRISING THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN OF THE MANAGEMENT BOARD AND THE MEMBER(S) OF THE MANAGEMENT BOARD (resolution 9) — It will be proposed to approve the principles and criteria used to determine, apportion and allocate the fixed, variable and exceptional items of remuneration comprising the total remuneration and benefits of any kind attributable to the Chairman of the Management Board and the member(s) of the Management Board, as presented in the report on corporate governance (section Information on remuneration, paragraph “Remuneration policy”).

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SOMFY – ANNUAL FINANCIAL REPORT 2018