SOMFY_ANNUAL_FINANCIAL_REPORT_2017

09 LEGAL DOCUMENTS

DRAFT RESOLUTIONS TO THE COMBINED GENERAL MEETING OF 16 MAY 2018

Revenue eligible for tax rebate

Revenue not eligible for tax rebate

ORDINARY SESSION —

Other distributed earnings

Dividends

Financial year

FIRST RESOLUTION – Approval of the parent company financial statements for the financial year ended 31 December 2017 The General Meeting, having considered the reports of the Management Board, the Supervisory Board and the Statutory Auditors for the financial year ended 31 December 2017, approves the financial statements, as submitted, which show a net profit of €107,110,843.67. SECOND RESOLUTION – Approval of the consolidated financial statements for the financial year ended 31 December 2017 The General Meeting, having considered the reports of the Management Board, the Supervisory Board and the Statutory Auditors on the consolidated financial statements at 31 December 2017, approves the financial statements, as submitted, which show a net profit (Group share) of €159,912,000. THIRD RESOLUTION – Allocation of net profit for the financial year and setting of dividend The General Meeting approves the following allocation of net profit for the financial year ended 31 December 2017, proposed by the Management Board:

€391,840,000.00, each share conferring the right to either one Edify SA share or a cash sum of €50.00**

€35,693,533.20* being €5.20 per share

2014

–

€39,125,797.50* being €5.70 per share €41,909,092.30* being €6.10 per share

2015

–

–

2016

–

–

Does not include unpaid dividends attributable to treasury shares * and transferred to retained earnings. The General Meeting of Shareholders of 27 November 2014 decided ** on the exceptional distribution of €391,840,000.00, which was taken from the “General Reserve” item, it being specified that each Somfy share conferred entitlement to either one Edify SA share or a cash payment of €50.00, according to the shareholder’s preference. FOURTH RESOLUTION – Special report of the Statutory Auditors on regulated agreements and commitments – Noting the absence of new agreements The General Meeting, having considered the special report of the Statutory Auditors mentioning the absence of new agreements of the type referred to in Articles L. 225-86 and subsequent of the Commercial Code, simply acknowledges this fact. FIFTH RESOLUTION – Renewal of the term of office of Michel ROLLIER as member of the Supervisory Board The General Meeting decides to renew the term of office of Michel ROLLIER as member of the Supervisory Board for a period of four years, which will expire at the end of the General Meeting called in 2022 to approve the financial statements for the year then ended. SIXTH RESOLUTION – 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 The General Meeting, acting pursuant to Article L. 225-100 sub-paragraph II of the Commercial Code, approves 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”, heading 4).

Source Net profit for the financial year –

€107,110,843.67 €3,230,907.70

Retained earnings –

Allocation Optional reserve –

€62,241,751.37 €48,100,000.00

Dividends –

The General Meeting notes that the total gross dividend is set at €1.30 per share. When it is paid to individuals who are tax residents in France, the dividend is either subject to a single fixed-levy deduction at source on the gross dividend at the flat rate of 12.8% (Article 200 A of the French General Tax Code), or, at the express, irrevocable and comprehensive wishes of the taxpayer, to income tax calculated according to a sliding scale after notably an allowance of 40% (Articles 200 A, 13, and 158 of the French General Tax Code). The dividend is also subject to social security contributions at the rate of 17.2%.

The ex-dividend date is set at 1 June 2018. The dividend will be paid on 5 June 2018.

Pursuant to the provisions of Article 243 (ii) of the General Tax Code, the General Meeting notes that it was reminded that the following dividends were paid during the last three financial years:

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SOMFY – ANNUAL FINANCIAL REPORT 2017