SOMFY - Annual financial report 2019

04 MANAGEMENT BOARDMANAGEMENT REPORT

APPROVAL OF THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 (RESOLUTIONS 1 AND 2) We would ask you to approve the parent company financial statements for the year ended 31 December 2019, which show a net profit of €114,988,135.63, and the consolidated financial statements for the year ended 31 December 2019, which show a net profit (Group share) of €163,227,000.00, as submitted.

INFORMATION ON NON-DEDUCTIBLE CHARGES (ARTICLES 39–4 AND 223 IV OF THE GENERAL TAX CODE)

The financial statements for the financial year ended 31 December 2019 do not include any non-allowable charges with regard to the income tax base, as defined by Articles 39–4 and 223 IV of the General Tax Code.

ALLOCATION OF NET PROFIT

The Management Board proposes to allocate the net profit of €114,988,135.63 for the year ended 31 December 2019, increased by retained earnings of €3,705,891, to a total of €118,694,026.63, as follows:

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%. Shares held by the company on the ex-dividend date are not entitled to dividends, with the corresponding amount of unpaid dividends being transferred to retained earnings. The dividend will be payable on 5 June 2020 and the ex-dividend date will be 3 June 2020.

allocation to shareholders – of a gross dividend of €1.55 (1) per share, being €1.55 (1) x 37,000,000 shares

€57,350,000.00 (1) € 61,344,026.63 (1) € 118,694,026.63

transfer to optional reserve –

A gross dividend of €1.55 (1) will be distributed for each share with a par value of €0.20. 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

In accordance with legal provisions, it should be noted that the following dividends were paid during the last three financial years:

Revenues eligible for tax rebate

Revenue not eligible for tax rebate

Financial year

Dividends

Other distributed earnings

2016 2017 2018

€41,909,092.30* being €6.10 per share €44,645,450.20* being €1.30** per share €48,094,109.00* being €1.40 per share

– – –

– – –

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. **

COMBINED GENERAL MEETING OF 13 MAY 2020 (1)

ORDINARY SESSION — Approval of the parent company financial statements for the 1. year ended 31 December 2019. Approval of the consolidated financial statements for the year 2. ended 31 December 2019. Allocation of net profit for the financial year and setting of 3. dividend. Special report of the Statutory Auditors on regulated 4. agreements - Noting the absence of new agreements. Renewal of the term of office of Victor DESPATURE as member 5. of the Supervisory Board. Renewal of the term of office of Marie BAVAREL-DESPATURE 6. as member of the Supervisory Board.

Appointment of Bertrand PARMENTIER as member of the 7. Supervisory Board. Fixed annual sum to be allocated to members of the 8. Supervisory Board. Approval of the remuneration policy for the Chairman of the 9. Management Board and the member(s) of the Management Board. Approval of the remuneration policy for members of the 10. Supervisory Board. Approval of the information referred to in paragraph I of 11. Article L. 225-37-3 of the Commercial Code. Approval of the fixed, variable and exceptional items 12. 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.

See information on this subject in the press release of 7 April 2020 in chapter 10 Recent events since 2 March 2020. (1)

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SOMFY – ANNUAL FINANCIAL REPORT 2019