SOMFY - Annual financial report 2019

04 MANAGEMENT BOARD MANAGEMENT REPORT

INDEPENDENCE AND GENDER EQUALITY

Approval of the fixed, variable and exceptional items 13. 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. Approval of the fixed, variable and exceptional items 14. 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. Authorisation to be granted to the Management Board for the 15. buyback by the company of its own shares pursuant to Article L. 225-209 of the Commercial Code, duration of the authorisation, objectives, terms and conditions, cap. EXTRAORDINARY SESSION — Authorisation to be granted to the Management Board to 16. cancel shares bought back by the company within the framework set out by Article L. 225-209 of the Commercial Code, duration of the authorisation, cap. Amendment to the bylaws setting out the terms and 17. 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. Applicable textual references in the event of a coding change. 18. Powers to complete formalities. 19. RENEWAL OF THE TERM OF OFFICE OF VICTOR DESPATURE AS MEMBER OF THE SUPERVISORY BOARD (resolution 5) — We hereby remind you that Victor DESPATURE’s term of office as a member of the Supervisory Board expires at the end of the next Annual General Meeting. It will be proposed to renew the term of office of Victor DESPATURE as member of the Supervisory Board for a period of one year, which will expire at the end of the General Meeting called in 2021 to approve the financial statements for the year then ended, in accordance with Article 18 of the bylaws. RENEWAL OF THE TERM OF OFFICE OF MARIE BAVAREL-DESPATURE AS MEMBER OF THE SUPERVISORY BOARD (resolution 6) — We hereby remind you that Marie BAVAREL-DESPATURE’s term of office as a member of the Supervisory Board expires at the end of the next Annual General Meeting. It will be proposed to renew the term of office of Marie BAVAREL-DESPATURE as member of the Supervisory Board for a period of four years, which will expire at the end of the General Meeting called in 2024 to approve the financial statements for the year then ended. APPOINTMENT OF BERTRAND PARMENTIER AS MEMBER OF THE SUPERVISORY BOARD (resolution 7) — It will be proposed to appoint Bertrand PARMENTIER as member of the Supervisory Board for a period of four years, which will expire at the end of the General Meeting called in 2024 to approve the financial statements for the year then ended.

It is specified that the Supervisory Board considers that: Victor DESPATURE and Marie BAVAREL-DESPATURE cannot be – deemed to be independent members in light of the Middlenext Code, used by the company as a framework of reference in relation to corporate governance; Bertrand PARMENTIER can be deemed to be independent in light – of said criteria. In this regard, it is specifically noted that the individual in question has no business relationship with the Group. Subject to the approval of these re-appointments and appointment, the Board would comprise four women and four men, in accordance with parity rules, and five independent members, in accordance with Middlenext recommendations. The information concerning the expertise and experience of Victor DESPATURE and Marie BAVAREL-DESPATURE are detailed in the paragraph “Expertise and experience of the members of the Supervisory Board” of the report on corporate governance which is included in the 2019 Annual Financial Report. Information concerning the expertise and experience of Bertrand PARMENTIER is detailed in the notice of meeting. FIXED ANNUAL SUM TO BE ALLOCATED TO MEMBERS OF THE SUPERVISORY BOARD (resolution 8) — You will be asked to approve an increase in the annual fixed amount allocated to the Supervisory Board from €200,000 to €350,000, for the current financial year and until further notice. APPROVAL OF THE REMUNERATION POLICY FOR THE CHAIRMAN OF THE MANAGEMENT BOARD AND THE MEMBER(S) OF THE MANAGEMENT BOARD (resolution 9) — It will be proposed that you approve 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”). APPROVAL OF THE REMUNERATION POLICY FOR MEMBERS OF THE SUPERVISORY BOARD (resolution 10) — It will be proposed that you approve 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”). APPROVAL OF THE INFORMATION REFERRED TO IN PARAGRAPH I OF ARTICLE L. 225-37-3 OF THE COMMERCIAL CODE (resolution 11) — You will be asked to approve the information included in paragraph I of Article L. 225-37-3 of the Commercial Code, presented 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. EXPERTISE, EXPERIENCE AND SKILLS

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SOMFY – ANNUAL FINANCIAL REPORT 2019