SOMFY - Annual Financial Report 2020

07 LEGAL DOCUMENTS

DRAFT RESOLUTIONS TO THE COMBINED GENERAL MEETING OF 2 JUNE 2021

ORDINARY SESSION —

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:

FIRST RESOLUTION – Approval of the parent company financial statements for the financial year ended 31 December 2020 The General Meeting, having considered the reports of the Management Board, the Supervisory Board and the Statutory Auditors on the financial statements for the year ended 31 December 2020, approves the parent company financial statements, as submitted, which show a net profit of €100,960,384.65. SECOND RESOLUTION – Approval of the consolidated financial statements for the financial year ended 31 December 2020 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 2020, approves the consolidated financial statements, as submitted, which show a net profit (Group share) of €213,008,000.00. 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 2020 proposed by the Management Board:

Revenues eligible for tax rebate

Revenue not eligible for tax rebate

Financial year

Dividends Other distributed earnings

€44,645,450.20* being €1.30** per share €48,094,109.00* being €1.40 per share €42,976,388.75* being €1.25*** per share

2017

–

–

2018

–

–

2019

–

–

Does not include unpaid dividends attributable to treasury shares * and transferred to retained earnings. The share par value was divided by five on 24 May 2017. Since that ** date, share capital comprises 37,000,000 shares with a par value of €0.20 each. The 2019 dividend amount was revised downwards at the General *** Meeting of 24 June 2020. FOURTH RESOLUTION – Special report of the Statutory Auditors on regulated 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 – Approval of the information referred to in paragraph I of Article L. 22-10-9 of the Commercial Code The General Meeting, acting pursuant to Article L. 22-10-34 I of the Commercial Code, approves the information included in paragraph I of Article L. 22-10-9 of the Commercial Code and mentioned in the paragraph “Information referred to in paragraph I of Article L. 22-10-9 of the Commercial Code” of the report on corporate governance included in the 2020 Annual Financial Report. SIXTH RESOLUTION – Approval of the fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to Jean Guillaume DESPATURE, Chairman of the Management Board The General Meeting, acting pursuant to Article L. 22-10-34 II of the Commercial Code, approves the fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to Jean Guillaume DESPATURE, Chairman of the Management Board, as presented in the report on corporate governance included in the 2020 Annual Financial Report, paragraph “Fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to the Chairman of the Management Board, members of the Management Board and the Chairman of the Supervisory Board”.

Source Net profit for the financial year –

€100,960,384.65 €3,273,611.25

Retained earnings –

Allocation Dividends –

€68,450,000.00 €35,783,995.90

Optional reserve –

The General Meeting notes that the total gross dividend is set at €1.85 per share. When it is paid to individuals who are tax residents in France, the dividend is 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 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 General Tax Code). The dividend is also subject to social security contributions at the rate of 17.2%. It is specified that if the company holds a number of treasury shares at the ex-dividend date, the amounts corresponding to unpaid dividends in respect of these shares will be transferred to retained earnings. The ex-dividend date is set at 8 June 2021. The dividend will be paid on 10 June 2021.

184

SOMFY – ANNUAL FINANCIAL REPORT 2020