SOMFY_ANNUAL_FINANCIAL_REPORT_2017

09 LEGAL DOCUMENTS

STATUTORY AUDITORS’ REPORT ON THE REDUCTION OF SHARE CAPITAL (GENERAL MEETING OF 16 MAY 2018 - RESOLUTION N° 12)

To the Shareholders,

As Statutory Auditors of your company and in completion of our assignment pursuant to Article L. 225-209 of the French Commercial Code ( Code de Commerce ) in the event of a reduction of share capital by cancellation of shares bought back, we have prepared the present report to inform you of our assessment of the causes and terms and conditions of the foreseen reduction in capital. Your Management Board proposes that you delegate to it, for a period of 24 months and for a maximum of 10% of its share capital per period of 24 months, full authority to cancel the shares purchased as part of the implementation by your company of an authorisation to buy back its own shares pursuant to the provisions of the aforementioned article. 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 consisted of examining whether the causes and terms and conditions of the foreseen reduction in share capital, which does not derogate from the principle of equality between shareholders, are correct.

We have no observations to make on the causes and terms and conditions of the foreseen share capital reduction.

Lyon, 18 April 2018 The Statutory Auditors

KPMG Audit Division of KPMG SA Stéphane Devin Partner

ERNST & YOUNG et Autres Lionel Denjean Partner

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SOMFY – ANNUAL FINANCIAL REPORT 2017