2021 Universal Registration Document

9 GENERAL MEETING Text of the resolutions

authorise the Board of Directors to depart from the price-setting 1. arrangements laid down in the aforementioned Resolutions 20 and 21 and to set the issue price as follows: the issue price for ordinary shares will be at least equal to 1.1 the lowest of the following, which may be subject to a maximum discount of 10% in each of the four cases: the average volume-weighted share price on the a) regulated market of Euronext Paris over a maximum period of six months preceding the beginning of the offering period, the average volume-weighted share price on the b) regulated market of Euronext Paris for the trading day preceding the beginning of the offering period, the average volume-weighted share price on the c) regulated market of Euronext Paris calculated for the day on which is the issue price is set, or the last known closing price of the share before the d) beginning of the offering period, the issue price of the securities giving access to the share 1.2 capital will be such that the amount to be received immediately by the Company, plus any amount it may receive subsequently, is, for each ordinary share issued as a result of the issue of these securities, at least equal to the subscription price stated in the paragraph above, the nominal amount of issues covered by this resolution 1.3 may not represent more than 10% of the share capital in each 12-month period; grant all powers to the Board of Directors, with the option to 2. subdelegate these powers, to implement this delegation of authority on the terms laid down in the resolution pursuant to which the initial issue is decided upon; set the duration of this delegation of powers for a period of 3. 26 months with effect from the date of this General Meeting and acknowledge that this delegation of powers supersedes, in relation to the unused portion, any previous delegation of powers having the same purpose. Resolution 23 Delegation of authority to be granted to the Board of Directors to increase, with or without pre-emptive rights for existing shareholders, the number of ordinary shares and/or other securities giving access to the Company’s share capital and/or carrying entitlement to the Company’s debt securities to be issued, subject to an upper limit of 15% of the size of the initial issue The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Extraordinary General Meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with the provisions of Articles L. 225-135-1 and R. 225-118 of the French Commercial Code: delegate powers to the Board of Directors to decide, except 1. during a public tender offer for the Company’s shares, to increase the number of shares or securities to be issued for each of the issues carried out pursuant to Resolution 19, with pre-emptive subscription rights for shareholders, and Resolutions 20 and 21 hereinabove, concerning a capital increase without pre-emptive subscription rights for shareholders, if it observes demand exceeding the amount for subscription, up to the maximum amounts laid down in the relevant resolution, at the same price as that used for the initial issue, during a period of 30 days with effect from the close of the subscription period for the initial issue and for a maximum of 15% of the total value of that issue; grant all powers to the Board of Directors, with the option to 2. subdelegate these powers, to implement this resolution on the

terms laid down in the resolution pursuant to which the initial issue is decided upon; set the duration of this delegation of powers for a period of 3. 26 months with effect from the date of this General Meeting and acknowledge that this delegation of powers supersedes, in relation to the unused portion, any previous delegation of powers having the same purpose. Resolution 24 Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries and/or carrying entitlement to the Company’s debt securities, without pre-emptive subscription rights, in consideration for contributions in kind, subject to an upper limit of 10% of the Company’s share capital The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Extraordinary General Meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with the provisions of Articles L. 22-10-49, L. 22-10-53, L. 22-10-54 and L. 228-92 of the French Commercial Code: delegate authority to the Board of Directors to decide, except 1. during a public tender offer for the Company’s shares, where the provisions of Article L. 22-10-54 of the French Commercial Code do not apply: to issue, on one or more occasions, in France and/or 1.1 internationally: ordinary shares in the Company, or a) equity securities giving access to other equity securities b) either of the Company or of any company in which more than half of the share capital is held directly or indirectly by the Company (a “Subsidiary”) and/or that confer the right to acquire debt securities issued by the Company or a Subsidiary, or debt securities giving access to equity securities to be c) issued by the Company or a Subsidiary, as consideration for in-kind contributions comprised of 1.2 equity securities or securities giving access to the share capital of another company, granted to the Company, whether free of charge or for consideration, ordinary shares may only be denominated in euros; 1.3 securities other than ordinary shares may be denominated in euros, in a foreign currency or in a unit of account based on several currencies and may be paid up when subscribed in cash or by offsetting liquid receivables due for payment; establish as follows the limits of the issues thus authorised: the 2. total amount of any such capital increases to be carried out may not exceed 10% of the share capital or the equivalent amount in foreign currencies or in units of account set by reference to several currencies, it being understood that: the share capital will be assessed at the date when the 2.1 Board of Directors makes use of this delegation of powers, where applicable, this amount will count against Limits 2.2 A1, TC and A2 defined in Resolutions 19 and 20, respectively, set forth above, this will be supplemented by any additional number of 2.3 shares to be issued to protect the rights of holders of securities or other rights giving access to the share capital of the Company, in accordance with legal and regulatory provisions and any contractual clauses providing for other adjustments;

309

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021