SOMFY_ANNUAL_FINANCIAL_REPORT_2017

05 REPORT ON CORPORATE GOVERNANCE

Members of the Supervisory Board

Amounts paid during the 2017 financial year

Amounts paid during the 2016 financial year

Amounts paid during the 2015 financial year

Gross, €

due

paid

due

paid

due

paid

Michel ROLLIER Attendance fees

3,600

3,600

3,600

3,600

2,600

2,600

Other remuneration as Chairman of the Supervisory Board

75,000

75,000

75,000

75,000

75,000

75,000

Paule CELLARD Attendance fees Victor DESPATURE Attendance fees Anthony STAHL* Attendance fees Florence NOBLOT Attendance fees Sophie DESORMIÈRE Attendance fees Bernard HOURS Attendance fees Jean DESPATURE Attendance fees Valérie PILCER Attendance fees Xavier LEURENT Attendance fees

12,800

12,800

14,400

14,400

9,200

9,200

16,200

16,200

18,000

18,000

13,100

13,100

—

—

—

—

—

—

3,200

3,200

—

—

—

—

4,800

4,800

—

—

—

—

Marie BAVAREL-DESPATURE Attendance fees

4,800

4,800

—

—

—

—

22,500

22,500

60,000

60,000

38,167

38,167

1,600

1,600

6,400

6,400

4,400

4,400

5,600

5,600

14,400

14,400

9,200

9,200

—

—

—

— 2,200

2,200

* No longer wishes to receive attendance fees for this term of office.

No remuneration was paid by the controlling entity.

PERFORMANCE-BASED OPTIONS AND SHARES ALLOCATED AND EXERCISED DURING THE FINANCIAL YEAR

During the financial year, no new options were allocated to members of the Management Board and no member exercised any options. On 16 June 2017 however, a new allocation of performance shares was decided on in favour of the Group’s key managers and executives, aimed at rewarding their performance and strengthening their loyalty. Under this plan, Management Board members were granted a “Maximum” Allocation of 7,320 Somfy shares, whose definitive vesting will only take effect on 1 July 2019 subject to them remaining employed at 30 June 2019 and to the fulfilment of the three performance conditions set out in the plan: Sales growth, increase in Current Operating Result, and the improvement of a corporate indicator measuring cooperation within the Group. This allocation was carried out in compliance with the provisions of Article L. 225-197-6 of the Commercial Code. APPROVAL OF FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID OR ALLOCATED DURING THE YEAR JUST ENDED, IN APPLICATION OF THE PRINCIPLES AND CRITERIA APPROVED BY THE GENERAL MEETING OF 17 MAY 2017 (RESOLUTIONS 6, 7 AND 8) The items of remuneration paid or allocated in application of the principles and criteria approved by the General Meeting of 17 May 2017 presented hereafter are submitted for your approval pursuant to Article 225-100 of the Commercial Code.

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SOMFY – ANNUAL FINANCIAL REPORT 2017