SOMFY_ANNUAL_FINANCIAL_REPORT_2017

09 LEGAL DOCUMENTS

STATUTORY AUDITORS’ REPORT ON THE AUTHORISATION TO ALLOCATE SHARE PURCHASE OPTIONS (GENERAL MEETING OF 16 MAY 2018 – RESOLUTION N° 13)

To the Shareholders,

As Statutory Auditors of your company and in compliance with the assignment set forth in Articles L. 225-177 and R. 225-144 of the French Commercial Code ( Code de Commerce ), we hereby report on the authorisation for the allocation of share purchase options for the benefit of employees, or certain employees or certain categories of staff, and/or corporate officers as defined by law, of your company or related economic interest groups related to it as defined by Article L. 225-180 of the French Commercial Code ( Code de Commerce ), a transaction which is submitted for your approval. On the basis of its report, your Management Board proposes that it be authorised, for a period of 38 months, to allocate share purchase options. It is the responsibility of the Management Board to prepare a report on the reasons for allocating the share purchase options as well as the terms and conditions proposed to set the purchase price. It is our role to give our opinion on the terms and conditions proposed to set the purchase price of the shares. 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. These consisted in verifying that the terms and conditions proposed to set the purchase price of the shares are disclosed in the report of the Management Board and comply with legal and regulatory provisions.

We have no observations to make in respect of the terms and conditions proposed to set the purchase price of the shares.

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