SOMFY_ANNUAL_FINANCIAL_REPORT_2017

09 LEGAL DOCUMENTS

FIFTEENTH RESOLUTION – Alignment of Article 20 of the bylaws

stipulations providing for other cases of adjustment – will be added to this amount where applicable; decides that the price of shares to be issued, under 1) of this 5) delegation, may not be more than 20%, or 30% when the lock-up period provided for by the plan under Articles L. 3332-25 and L. 3332-26 of the Labour Code is greater than or equal to ten years, less than the average share’s opening price quoted during the 20 stock exchange sessions preceding the Management Board’s decision relating to the share capital increase and the issue of the corresponding shares, nor higher than this average; decides, in application of the provisions of Article L. 3332-21 of 6) the Labour Code, that the Management Board may provide for the allocation, to the beneficiaries defined in the first paragraph above, of free shares to be issued or already issued, or other shares granting access to the share capital of the company to be issued or already issued, in respect of (i) the employer’s contribution that may be paid pursuant to the regulations relating to company or group savings plans, and/or (ii), where applicable, the discount; takes note that this delegation, where applicable, will cause 7) any unused portion of any prior delegation to lapse. The Management Board may or may not implement this delegation and take all the necessary steps and fulfil all the necessary formalities.

The General Meeting, having considered the report of the Management Board, decides: to bring Article 20 of the bylaws into line with the provisions of – Article R. 225-60 as amended by Decree N° 2017-340 of 16 March 2017; to amend sub-paragraph 2 of Article 20 of the bylaws – accordingly and as follows, the remainder of the article remaining unchanged: “The Supervisory Board apportions such remuneration among its members as it deems appropriate and in accordance with the conditions prescribed by law.”

SIXTEENTH RESOLUTION – Powers for formalities

The General Meeting grants all powers to the bearer of copies or extracts of the present minutes to complete all the filing and publication formalities required by law.

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SOMFY – ANNUAL FINANCIAL REPORT 2017