SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

7 PROPOSEDRESOLUTIONS

Resolutions falling within the powers of the Ordinary General Meeting

Resolution 1 (Approval of the individual financial statements for the financial year ended 31 December 2017; approval of non-deductible expenses) The shareholders at the General Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors’ reports, approve the individual financial statements for the year ended 31 December 2017, as presented at the General Meeting, showing a profit of €141,769,921.49. The shareholders at the General Meeting also approve the transactions reflected in these financial statements and/or summarised in the aforementioned reports. The shareholders at the General Meeting also approve the expenses incurred during the year that are not deductible for tax purposes,

covered by Article 39-4 of the French General Tax Code, amounting to €445,035, and the corresponding tax charge of €148,345. Resolution 2 (Approval of the consolidated financial statements for the financial year ended 31 December 2017) The shareholders at the General Meeting, having reviewed the reports of the Board of Directors, including the report on Group management and the Statutory Auditors’ reports, approve the consolidated financial statements for the year ended 31 December 2017, which show a consolidated net profit (attributable to the Group) of €171,439,316, as well as the transactions reflected in these consolidated financial statements and/or summarised in the reports.

Resolution 3 (Appropriation of earnings and determination of the dividend) The shareholders at the General Meeting note that the profit available for distribution, determined as shown below, amounts to:

Profit for the period

€141,769,921.49

Transfer to the legal reserve

-€1,590.60 €30,562.40

Prior unappropriated retained earnings

DISTRIBUTABLE PROFIT €141,798,893.29 and agree, after acknowledging the consolidated net profit attributable to owners of the parent amounting to €171,439,316, to appropriate this profit as follows:

Dividend

€49,314,482.40

Discretionary reserves

€92,484,410.89 €141,798,893.29

TOTAL

The legal reserve thus amounts to €2,054,770.10, i.e. 10% of the share capital. The dividend per share is €2.40, giving a total dividend of €49,314,482.40 based on the number of shares making up the share capital at 31 December 2017, namely 20,547,701 shares. In the

event of a change in the number of shares carrying dividend rights, the amount of the total dividend will be adjusted accordingly and the amount allocated to discretionary reserves will be determined on the

basis of the total dividend actually paid out. The dividend will be paid on 5 July 2018.

The following amounts were effectively distributed as dividends in respect of the previous three financial years:

2014

2015

2016

Dividend paid

€1.90

€1.70

€2.20

Number of shares

20,062,614

20,324,093

20,517,903

€38,118,966.60 €34,550,958.10 €45,139,386.60

Dividend *

* The dividend payment entitles individual shareholders resident in France for tax purposes to a 40% deduction on the gross amount of the dividend for the calculation of income tax (Article 158-3-2° of the French General Tax Code).

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SOPRA STERIA CONVENING NOTICE 2018