SOMFY - Annual financial report 2019

09 LEGAL DOCUMENTS

EIGHTH RESOLUTION – Fixed annual sum to be allocated to members of the Supervisory Board The General Meeting decides to increase the annual fixed amount allocated to the Supervisory Board from €200,000 to €350,000. This decision applies to the current financial year and will remain in force until further notice. NINTH RESOLUTION – Approval of the remuneration policy for the Chairman of the Management Board and the member(s) of the Management Board The General Meeting, acting pursuant to Article L. 225-82-2 of the Commercial Code, approves the remuneration policy of the Chairman and member(s) of the Management Board as presented in the report on corporate governance included in the 2019 Annual Financial Report (paragraph “Corporate officers’ remuneration policy”). TENTH RESOLUTION – Approval of the remuneration policy for members of the Supervisory Board The General Meeting, acting pursuant to Article L. 225-82-2 of the Commercial Code, approves the remuneration policy of the members of the Supervisory Board as presented in the report on corporate governance included in the 2019 Annual Financial Report (paragraph “Corporate officers’ remuneration policy”). ELEVENTH RESOLUTION – Approval of the information referred to in paragraph I of Article L. 225-37-3 of the Commercial Code The General Meeting, acting pursuant to Article L. 225-100 II of the Commercial Code, approves the information included in paragraph I of Article L. 225-37-3 of the Commercial Code and mentioned in the paragraph “Information referred to in paragraph I of Article L. 225-37-3 of the Commercial Code” of the report on corporate governance included in the 2019 Annual Financial Report. TWELFTH RESOLUTION – Approval of the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during or allocated in respect of the financial year just ended to Jean Guillaume DESPATURE, Chairman of the Management Board The General Meeting, acting pursuant to Article L. 225-100 III of the Commercial Code, approves the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during or allocated in respect of 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 2019 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”.

THIRTEENTH RESOLUTION – Approval of the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during or allocated in respect of the financial year just ended to Pierre RIBEIRO, member of the Management Board and Chief Financial Officer The General Meeting, acting pursuant to Article L. 225-100 III of the Commercial Code, approves the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during or allocated in respect of the financial year just ended to Pierre RIBEIRO, member of the Management Board and Chief Financial Officer, as presented in the report on corporate governance included in the 2019 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”. FOURTEENTH RESOLUTION – Approval of the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid or allocated during the financial year just ended to Michel ROLLIER, Chairman of the Supervisory Board The General Meeting, acting pursuant to Article L. 225-100 III of the Commercial Code, approves the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during or allocated in respect of the financial year just ended to Michel ROLLIER, Chairman of the Supervisory Board, as presented in the report on corporate governance included in the 2019 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”. FIFTEENTH RESOLUTION – Authorisation to be granted to the Management Board for the buyback by the company of its own shares pursuant to Article L. 225-209 of the Commercial Code The General Meeting, having considered the report of the Management Board, authorises the latter, for a period of 18 months and in accordance with Articles L. 225-209 and subsequent of the Commercial Code, to buy back company shares, on one or several occasions as it deems appropriate, up to a maximum of 10% of the number of shares comprising the share capital, restated if necessary to take account of any increase or reduction in share capital that may take place during the timeframe of the programme. This authorisation supersedes the authorisation granted to the Management Board by the 11 th resolution to the General Meeting of 22 May 2019, sitting in ordinary session. Acquisitions may be carried out for the following objectives: to stimulate the secondary market or ensure the liquidity of the – Somfy share, by way of an investment services provider within a liquidity contract that complies with practices recognised by regulations, it being specified that within this framework the number of shares considered for the calculation of the limit specified above corresponds to the number of shares purchased less the number of shares resold;

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SOMFY – ANNUAL FINANCIAL REPORT 2019