SOMFY_ANNUAL_FINANCIAL_REPORT_2017

04 MANAGEMENT BOARD REPORT

COMBINED GENERAL MEETING OF 16 MAY 2018

ORDINARY SESSION — Approval of the parent company financial statements for the 1. year ended 31 December 2017. Approval of the consolidated financial statements for the year 2. ended 31 December 2017. Allocation of net profit for the financial year and setting of 3. dividend. Special report of the Statutory Auditors on regulated 4. agreements and commitments – Noting the absence of new agreements. Renewal of the term of office of Michel ROLLIER as member of 5. the Supervisory Board. Approval of the fixed, variable and exceptional items 6. 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. Approval of the fixed, variable and exceptional items 7. comprising the total remuneration and benefits of any kind paid or allocated in respect of the financial year just ended to Pierre RIBEIRO, Chief Financial Officer and member of the Management Board. Approval of the items comprising the total remuneration and 8. benefits of any kind paid or allocated in respect of the financial year just ended to Michel ROLLIER, Chairman of the Supervisory Board. Approval of the principles and criteria used to determine, 9. apportion and allocate the fixed, variable and exceptional elements comprising total remuneration and benefits of any kind attributable to the Chairman of the Management Board and the member(s) of the Management Board. Approval of the principles and criteria used to determine, 10. apportion and allocate the fixed, variable and exceptional elements comprising total remuneration and benefits of any kind attributable to the members of the Supervisory Board. Authorisation to be granted to the Management Board for the 11. buyback by the company of its own shares pursuant to Article L. 225-209 of the Commercial Code, duration of the authorisation, objectives, terms and conditions, cap. EXTRAORDINARY SESSION — Authorisation to be granted to the Management Board to 12. cancel shares bought back by the company within the framework set out by Article L. 225-209 of the Commercial Code, duration of the authorisation, cap. Authorisation to be granted to the Management Board to 13. grant stock options to salaried employees and/or certain corporate officers of the company or related companies, duration of the authorisation, cap, exercise price, maximum option term. Delegation of authority to be granted to the Management 14. Board to increase the share capital through the issue of ordinary shares and/or marketable securities granting access to share capital with waiver of the preferential subscription right for members of a company savings plan pursuant to Articles L. 3332-18 and subsequent of the Labour Code, duration of the delegation, nominal maximum amount of the share capital increase, issue price, option to allocate free shares pursuant to Article L. 3332-21 of the Labour Code. Alignment of Article 20 of the bylaws. 15.

RENEWAL OF THE TERM OF OFFICE OF MICHEL ROLLIER AS MEMBER OF THE SUPERVISORY BOARD (resolution 5) — We hereby remind you that Michel ROLLIER’s term of office as a member of the Supervisory Board expires at the end of the next Annual General Meeting. It will be proposed 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. It is specified that the Supervisory Board considers that Michel ROLLIER qualifies as an independent member in the eyes of the Middlenext Code, used by the company as a framework of reference in relation to corporate governance. In this regard, it is specifically noted that the individual in question has no business relationship with the Group. Moreover, subject to the approval of this renewal, the Board would maintain its composition, namely four women and three men, in accordance with parity rules, and four independent members, in accordance with Middlenext recommendations. 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 (resolution 6) — It will be proposed to approve 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). 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 PIERRE RIBEIRO, CHIEF FINANCIAL OFFICER AND MEMBER OF THE MANAGEMENT BOARD (resolution 7) — It will be proposed to approve 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 Pierre RIBEIRO, Chief Financial Officer and member 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). INDEPENDENCE AND GENDER EQUALITY

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SOMFY – ANNUAL FINANCIAL REPORT 2017