SOMFY - Annual financial report 2019

04 MANAGEMENT BOARD MANAGEMENT REPORT

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 (resolution 16) — It will be proposed that you approve the authorisation to be given to the Management Board: to cancel the shares bought back by the company under the 1) mechanism of Article L. 225-209 of the Commercial Code, at 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; to set the term of this authorisation at 24 months starting from 2) the General Meeting of 13 May 2020 (1) ; to grant the Management Board all powers required to carry 3) out 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. 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 (resolution 17) — It will be proposed that you amend the bylaws to set 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, and consequently: 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. 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”. TEXTUAL REFERENCES APPLICABLE IN THE EVENT OF A CODING CHANGE (resolution 18) — You will be asked to acknowledge the following: the textual references referred to in all the resolutions submitted to the General Meeting on 13 May 2020 (1) will refer to the legal and regulatory provisions applicable on the date of the preparation of said resolutions and in the event of any change to the codification of said provisions, the textual references corresponding to the new coding shall replace them. Your Management Board asks you to approve the above resolutions submitted to your vote. APPOINTMENT PROCEDURE

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