SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

SUMMARY OF RESOLUTIONS

Increases in the share capital where shares are issued in return for contributions (Resolutions 18 and 19) The delegations of power laid down in Resolutions 18 and 19 would enable the Board of Directors to decide to increase the share capital, without preemptive subscription rights for existing shareholders, by issuing shares in return for contributions in kind or in the context of a public exchange offer. However, the Board of Directors would only be able to act within the following limits: p 10% of the share capital (legal limit) – as an indication, this would equate to €2,054,770 based on the current share capital – in return for contributions in kind (Resolution 18); p 10% of the share capital in return for contributions of shares of another company whose shares are admitted to trading on a regulated market, in the context of a public exchange offer (Resolution 19). These delegations of power granted to the Board of Directors would not be usable during a public tender offer for the Company’s shares, unless authorised in advance by the shareholders voting at a General Meeting. These delegations of powers would be granted for a period of 26 months and would supersede the previous such delegations of powers granted on 22 June 2016. b. Other increases in the share capital (Resolutions 20 and 21) Through Resolution 20, you are asked to delegate powers to the Board of Directors to increase the share capital on one more

occasions by capitalising reserves, issue premiums or other amounts that may be capitalised, limited to the amount of such reserves, premiums and other amounts. Such increases in the share capital could be carried out either by issuing new shares, which would be allotted to shareholders in proportion to their existing shareholdings, or by increasing the par value of existing shares. This delegation of powers would be granted for a period of 26 months and would supersede the previous such delegation of powers granted on 22 June 2016. It would not be usable during a public tender offer for the Company’s shares, unless authorised in advance by the shareholders voting at a General Meeting. Through Resolution 21, you are asked to grant to the Board of Directors, in the event of a takeover bid for the Company, the option of issuing share subscription warrants to be allotted to the shareholders free of charge (known as bons d’offre ). The amount of the capital increase would be limited to the amount of the share capital; as an indication, this would equate to €20,547,701 on the basis of the current share capital. The maximum number of warrants to be issued could not exceed the number of shares representing the share capital; as an indication, this would equate to 20,547,701 shares on the basis of the current share capital. This delegation of powers would be granted for a period of 18 months and would supersede the previous such delegation of powers granted on 13 June 2017. It would be usable during a public tender offer for the Company’s shares, without any need for prior authorisation at a General Meeting.

c. Authorisations requested for the purpose of giving Group employees and/or corporate officers a stake in the share capital (Resolutions 22 and 23)

Type of delegation

Resolution

Limit

Overall limit

Issue of shares and other securities reserved for employees who are members of an employee savings plan

3%

22

Capital increase

3%

reserved for employees and company officers

3% (0.15% for the Company’s Chief Executive Officer)

Awards of free shares to employees and company officers

23

Limits expressed as a percentage of the share capital.

of the Company would be limited to 5% of the maximum total number of free shares that could be allotted, or 0.15% of the share capital, and would be subject to stringent performance conditions, where applicable, at least equivalent to guidance disclosed to the market, • under the compensation policy, the Chairman of the Board of Directors is not eligible to receive free shares, • shares allotted to employees may not be subject to the performance conditions for up to a maximum of 10% of the maximum total number of free shares that could be allotted. These authorisations would be subject to an aggregate limit of 3% of the share capital; as an indication, this would equate to €616,431 (616,431 shares) on the basis of the current share capital.

The purpose of Resolutions 22 and 23 is to enable the Board of Directors, as the case may be, to give employees of the Company and the Group a stake in the development of Sopra Steria and to align the interests of officers of the Company with those of the shareholders by: p carrying out an increase in the share capital reserved for employees enrolled in a company or Group savings plan (in accordance with Article L. 225-129-6 of the French Commercial Code) (Resolution 22); p allotting free shares (Resolution 23), with the proviso that: • the shares allotted will be treasury shares or new shares, • in accordance with the recommendations set out in the AFEP- MEDEF Code, free shares intended for the Chief Executive Officer

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SOPRA STERIA CONVENING NOTICE 2018

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