SOMFY_ANNUAL_FINANCIAL_REPORT_2017

09 LEGAL DOCUMENTS

STATUTORY AUDITORS’ REPORT ON THE ISSUE OF ORDINARY SHARES OR VARIOUS MARKETABLE SECURITIES OF THE COMPANY RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN (GENERAL MEETING OF 16 MAY 2018 – RESOLUTION N° 14)

To the Shareholders,

As Statutory Auditors of your company and in compliance with the assignment set forth in Articles L. 228-92 and L. 225-135 and subsequent of the French Commercial Code ( Code de Commerce ), we hereby report on the proposal to delegate to the Management Board the authority to decide upon an issue of ordinary shares or marketable securities giving access to equity securities to be issued with waiver of the pre-emption right, reserved for members of a company savings plan, for an amount not exceeding €500,000, a transaction which is submitted for your approval. This transaction is submitted for your approval pursuant to the provisions of Articles L. 225-129-6 of the French Commercial Code ( Code de Commerce ) and L. 3332-18 and subsequent of the French Labour Code ( Code du Travail ). On the basis of its report, your Management Board proposes that you authorise it for a period of 26 months to decide upon an issue and to waive your pre-emption right to subscribe for the ordinary shares or marketable securities to be issued. If applicable, it will be the responsibility of the Management Board to define the final terms and conditions of this transaction. It is the responsibility of the Management Board to prepare a report in accordance with Articles R. 225-113 and subsequent of the French Commercial Code ( Code de Commerce ). It is our role to give our opinion on the fairness of the financial information derived from the financial statements on the proposal to waive the pre-emption right to subscribe and on certain other information concerning the issue given in this report. 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. Such due diligence consisted in verifying the content of the report of the Management Board in relation to this transaction and the terms and conditions of determining the issue price of the equity securities to be issued. Subject to the subsequent review of the terms and conditions under which the issue will be decided, we have no observations to make on the terms and conditions of determining the issue price of the equity securities to be issued as detailed in the report of the Management Board. As the definitive conditions by which the issue will be carried out have not yet been determined, we do not express an opinion on these conditions and, therefore, on the proposal extended to you to waive the pre-emption right. As provided by Article R. 225-116 of the French Commercial Code ( Code de Commerce ), we will prepare a supplementary report at the time this authorisation is used by your Management Board.

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