Somfy : Minutes of the june 2020 annual general meeting

The Combined Annual General Meeting was held today behind closed doors.

In the absence of Michel Rollier, Chairman of the Supervisory Board, for which he offered his apologies, the Combined Annual General Meeting was chaired in his stead by Anthony Stahl, appointed for that purpose during the Supervisory Board meeting held prior to the General Meeting.

The General Meeting Committee was also made up of shareholders Paul Georges Despature and Marie Bavarel-Despature, as vote tellers, appointed by the Management Board. The minutes were taken by Sandrine Meynard.

In view of the postal votes and proxies received, the Committee noted that the shareholders represented 85.63% of the shares that make up the capital and confer voting rights, and that the General Meeting was therefore validly convened.

The General Meeting approved all the resolutions submitted to it. It also decided that a gross dividend of €1.25 per share be paid in respect of the allocation of profit for the 2019 financial year and that the ex-dividend and payment dates be set as 30 June and 2 July 2020.

In addition, the General Meeting decided to appoint to the Supervisory Board Bertrand Parmentier, who fulfils the Middlenext Code's independence criteria, and to renew Marie Bavarel-Despature's term of office as a member of the Supervisory Board, for a period of four years, until the end of the 2024 Annual General Meeting. It also decided to renew the term of office of Victor Despature as member of the Supervisory Board for a period of one year, until the end of the 2021 Annual General Meeting.

Following this General Meeting, the Supervisory Board is now made up of eight members, including five independent members, and equal numbers of men and women.

The Meeting also decided to increase the fixed annual amount allocated to the Supervisory Board from €200,000 to €350,000, approved all the resolutions relating to the remuneration of corporate officers and renewed the authorisations granted to the Management Board for the share buyback programme and the cancellation of the shares bought back.

An amendment to the bylaws setting out the terms and conditions of appointment of the Supervisory Board members representing employees, on the basis of Article L. 225-79-2 of the French Commercial Code, was also approved.

The Supervisory Board re-appointed Victor Despature as Vice-Chairman and appointed Bertrand Parmentier to the Audit Committee, alongside Paule Cellard and Victor Despature, whose terms of office as Chair of said Committee and as member of the Remuneration Committee were both renewed.