SOMFY_ANNUAL_FINANCIAL_REPORT_2017

05 REPORT ON CORPORATE GOVERNANCE

Victor DESPATURE – Vice-Chairman of the Supervisory Board Chairman of the Audit Committee of Somfy SA, ● Member of the Remuneration Committee of Somfy SA, ● Chairman of the Supervisory Board of MCSA SA, ● Manager of SARL MCSA-Tunis and SC Vicma, Devin-VD and ● Le Maréchal, Director of Edify SA (company listed on the Euro-MTF market ● of the Luxembourg stock exchange). Bernard HOURS – Independent member of the Supervisory Board (until 18 May 2017) Member of the Board of Directors of Essilor (company listed ● on Euronext), Member of the Corporate Officers and Remuneration ● Committee of Essilor (company listed on Euronext), Member of the Strategic Committee of Essilor (company ● listed on Euronext), Non-executive member of the Board of Directors of ● Verlinvest, Member of the Board of Directors of Vitacoco. ● Valérie PILCER – Independent member of the Supervisory Board (until 17 May 2017) Member of the Audit Committee of Somfy SA (until 17 May 2017). ● Michel ROLLIER – Chairman of the Supervisory Board – Independent member of the Board Chairman of the Remuneration Committee of Somfy SA, ● Chairman of the Supervisory Board of Michelin (company ● listed on Euronext), Member of the Remuneration and Appointments Committee ● of Michelin (company listed on Euronext), Chairman of the Board of Directors of Siparex Associés, ● Chairman of the Association Nationale des Sociétés par ● Actions (ANSA), Chairman of Haut Comité de Gouvernement d’Entreprise . ●

Anthony STAHL – Member of the Supervisory Board Member of the Supervisory Board of Damartex SA (company ● listed on Euronext Growth), Chairman of the Management Committee of FIDEP. ● Marie BAVAREL-DESPATURE – Member of the Supervisory Board (since 17 May 2017) Member of the Supervisory Board of Damartex SA (company ● listed on Euronext Growth), Manager of FIDEP. ● Sophie DESORMIÈRE – Independent member of the Supervisory Board (since 17 May 2017) Member of the Board of Directors of Gentherm. ● Florence NOBLOT – Independent member of the Supervisory Board (since 17 May 2017) Member of the Supervisory Board of Elis SA. ● Apart from the terms of office and duties performed by the members of the Supervisory Board within Somfy SA, all the other terms of office and duties are performed outside the Group. REGULATED AGREEMENTS — Please note that no regulated agreement concluded and authorised during previous financial years and with continuing effect during the financial year just ended is to be reported, and that no new agreements of the same nature as those referred to in Articles L. 225-86 and subsequent of the Commercial Code were concluded during the 2017 financial year. AGREEMENTS CONCLUDED BETWEEN A CORPORATE OFFICER OR SHAREHOLDER HOLDING MORE THAN 10% OF VOTING RIGHTS AND A SUBSIDIARY (EXCLUDING CURRENT AGREEMENTS) — Nil.

INFORMATION ON DELEGATIONS RELATING TO SHARE CAPITAL INCREASES AND OTHER AUTHORISATIONS — The Management Board benefits from the following authorisations: Date of AGM Date authorisation expires Authorised amount Used during the financial year ended 31 December 2017 Residual amount at 31 December 2017

Extraordinary General Meeting 13 May 2015 Extraordinary General Meeting 24 May 2016

Authorisation to issue stock options

1.5% of share capital on date of AGM

12 July 2018 1.5% of share capital on date of AGM

Nil

1.5% of share capital on date of AGM Charged to the allocation of stock options

Authorisation to grant existing free shares

23 July 2019

* 1.13% of share capital on date of AGM

* Free allocation of 138,325 shares, representing 0.37% of the share capital, decided by the Management Board on 16 June 2017.

It is further specified that the Management Board has a share latter authorisation covers a maximum of 10% of the share capital buyback authorisation, granted by the Shareholders’ Meeting of and is valid until 23 May 2018. It was not used during the 2017 17 May 2017 in its 12 th ordinary resolution, details of which are set financial year.

The Management Board does not benefit from any delegation of authority or powers granted by the General Meeting in respect of increases in capital in relation to Articles L. 225-129-1 and L. 225-129-2 of the Commercial Code.

out in the section on the buyback of own shares in the Management Board’s management report, and an authorisation to cancel shares purchased by the company, granted by the General Meeting of 24 May 2016 in its 11 th extraordinary resolution. This

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SOMFY – ANNUAL FINANCIAL REPORT 2017