SOMFY - Annual financial report 2019

09 LEGAL DOCUMENTS

SEVENTEENTH RESOLUTION – Amendment to the bylaws setting out the terms and conditions of appointment of the members of the Board representing the employees, on the basis of Article L. 225-79-2 of the Commercial Code The General Meeting, having considered the report of the Management Board: decides to amend Article 18 bis of the bylaws to provide for the – terms and conditions of appointment of the Board member representing employees, pursuant to Article 225-79-2 of the Commercial Code (legal regime); decides accordingly: – to add an A. before the first paragraph of Article 18 bis of the ● bylaws, to add at the end of Article 18 bis of the bylaws, the following ● paragraphs, with the rest of the article remaining unchanged: “B. If the company meets the conditions for the application of Article L. 225-79-2 of the Commercial Code and cannot invoke the exceptions set out by this same text, the Supervisory Board will include a member representing the Group’s employees. If the Supervisory Board includes one or two members appointed under Article L. 225-79 of the Commercial Code and paragraph A of this Article, this obligation is not binding upon the company once the number of such members is at least equal to the number set out below. The number of Board members to be taken into account in determining the number of members representing employees is assessed on the appointment date of the employee representatives to the Board. Neither the members elected by the employees pursuant to Article L. 225-79 of the Commercial Code, nor the members representing employee shareholders appointed pursuant to Article L. 225-71 of the Commercial Code are taken into account in this respect. If the number of members appointed by the General Meeting exceeds eight, a second member representing employees is appointed, in accordance with the provisions set out below, within six months of appointment of the new member. If the number of members appointed by the General Meeting is reduced to eight or less, this reduction will not affect the duration of the term of office of employee representatives to the Board, whose term will expire as normal. In the event of the vacancy of a member representing employees for any reason whatsoever, said vacancy is filled pursuant to regulatory provisions. Supervisory Board members representing employees are appointed for a period of four years. Appointment procedure Board members representing employees are appointed by the Group’s Works Council. In the event that the company exits the scope of Article L. 225-79-2 of the Commercial Code, the term of office of employee representatives on the Board expires at the end of the meeting during which the Board acknowledges the exit from the scope of application. ”

to retain the shares purchased and subsequently exchange them – or use them as payment within the framework of potential acquisitions; to ensure the coverage of stock option plans and/or free share – allocation plans (or similar) granted to employees and/or corporate officers of the Group, as well as all other shares allocated under a company or group savings scheme (or similar), in relation to employee profit-sharing and/or any other form of allocation to employees and/or corporate officers of the Group; to cover marketable securities giving right to the allocation of – company shares, in accordance with applicable regulations; to proceed with the possible cancellation of shares acquired, in – accordance with the authorisation granted or to be granted by the Extraordinary General Meeting. Such share purchases may be effected by all means, including by means of acquiring blocks of shares and at any times considered appropriate by the Management Board. The company reserves the right to use options or derivative instruments, in accordance with applicable regulations. The maximum purchase price is set at €170 per share. In case of a share capital transaction, in particular a share split, reverse share split or allocation of free shares to shareholders, the above-mentioned price will be restated in the same proportions (a multiplier coefficient equal to the number of shares comprising the share capital before the transaction divided by the number of shares following the transaction). The maximum value of the transaction is therefore set at €184,170,010. The General Meeting confers all powers to the Management Board to proceed with these transactions, set their terms and conditions, conclude all agreements and fulfil all of the required formalities. SIXTEENTH RESOLUTION – Authorisation to be granted to the Management Board to cancel shares bought back by the company within the framework set out by Article L. 225-209 of the Commercial Code The General Meeting, having considered the report of the Management Board and the report of the Statutory Auditors: grants authority to the Management Board to cancel shares, at 1) its own discretion, on one or more occasions, within a limit of 10% of capital, calculated on the day on which the cancellation decision is made, reduced by the number of shares cancelled during the previous 24 months, the shares which the company holds or could hold following share buybacks exercised within the framework of Article L. 225-209 of the Commercial Code as well as to reduce share capital by the corresponding amount pursuant to the legal and regulatory provisions in force; sets the term of this authorisation at 24 months starting from 2) this General Meeting; grants the Management Board all powers required to carry out 3) all necessary transactions for such cancellations and ancillary reductions of share capital, to modify the company’s bylaws as a result and fulfil all of the required formalities. EXTRAORDINARY SESSION —

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SOMFY – ANNUAL FINANCIAL REPORT 2019