SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

PROPOSED RESOLUTIONS

Resolution 19 (Delegation of powers to the Board of Directors, for a period of 26 months, to issue ordinary shares and/or securities giving access to equity and/or entitling the holder to an allotment of debt securities issued by the Company, without preemptive subscription rights for existing shareholders, in return for shares tendered to a public exchange offer, up to a maximum of 10% of the share capital) The shareholders at the General Meeting, in accordance with the provisions of the French Commercial Code, and in particular its Articles L. 225-129 to L. 225-129-6, L. 225-148, L. 228-91 and L. 228-92, having reviewed the Report of the Board of Directors and the Statutory Auditors’ special report: p delegate powers to the Board of Directors, including the ability to subdelegate those powers under the conditions laid down in law and in the Company’s Articles of Association, to decide, in such proportions and at such times as it sees fit, to issue (i) ordinary shares in the Company, (ii) equity securities giving immediate or future access by any means to other equity securities of the Company and/or entitling the holder to an allotment of debt securities issued by the Company, or (iii) securities that are debt securities issued by the Company that give or are liable to give immediate or future access to securities of the Company to be issued, in exchange for securities tendered to a public exchange offer initiated by the Company in France or abroad, in accordance with local rules (including any transaction that has the same effect as, or may be considered equivalent to, a public exchange offer) for the securities of a company whose shares are admitted to trading on one of the regulated markets referred to in the aforementioned Article L. 225-148; p agree that the nominal amount of any increases in the share capital that may be undertaken by issuing shares or securities shall be confined to Limit A2 referred to in Resolution 14 above, or, where debt securities are issued, to Limit TC referred to in Resolution 13 above; p agree to withdraw the preemptive right of existing shareholders to subscribe for shares and securities to be issued under this delegation of powers, which may only be issued in exchange for securities tendered to a public offering having an exchange component initiated by the Company; p formally note that this delegation of powers automatically entails the waiver by the shareholders, in favour of the holders of any securities that might be issued under this delegation of powers, of their preemptive right to subscribe for any shares to which those securities may confer entitlement; p grant all powers to the Board of Directors, including the ability to subdelegate those powers under the conditions laid down in law and in the Company’s Articles of Association, to put this delegation of powers into effect, in particular so as to: • determine the conditions, amounts and terms of any issue, as well as the exchange ratio and the amount of any balancing cash payment, note the number of securities tendered for exchange, determine the prices, dates, periods, terms and conditions of subscription, payment, delivery and vesting of securities, together with all other terms of issue, in accordance with legal and regulatory limits in force, • recognise in balance sheet liabilities, under a “Transfer premium” account over which all shareholders shall have rights, the difference between the issue price of new ordinary shares and their par value, • determine, and make any adjustments needed to protect, the rights of holders of securities giving access to equity, • charge any costs incurred in increasing the share capital, together with costs in connection with the admission to trading of the Company’s shares on a regulated market, against the premiums pertaining to such transactions, and deduct from the total to be charged the amount required to bring the legal

reserve up to one-tenth of the new share capital after each issue, • certify the completion of any increase(s) in the share capital and amend the Articles of Association accordingly, and, more generally, take any necessary steps, enter into any agreement, request any authorisation and complete any formalities required for the issuance, listing and financial servicing of securities issued under the terms of this delegation of powers and for the exercise of any associated rights, and take any and all other action required to successfully complete the planned issues; p agree that, in the event of an issue of debt securities, the Board of Directors shall have all powers, including the ability to subdelegate those powers under the conditions laid down in law and in this resolution, to decide on the terms, conditions and characteristics of such issues, and in particular whether or not they are subordinated (and, as the case may be, their subordination level), to determine their interest rate, cases of mandatory or optional suspension or non-payment of interest, their currency of issue, duration (whether or not fixed), fixed or variable redemption price with or without a premium, and terms of amortisation depending on market conditions and the terms under which those securities will confer entitlement to shares in the Company; p agree that this delegation of powers to the Board of Directors is to be valid for a period of 26 months with effect from the date of this General Meeting. Unless authorised in advance by the shareholders at the General Meeting, the Board of Directors may not make use of this delegation once a third party has filed a tender offer proposal for the Company’s shares, and until the end of the offer period; p acknowledge that this delegation of powers supersedes, in relation to the unused portion, any previous delegation of powers having the same purpose. Resolution 20 (Delegation of powers to the Board of Directors, for a period of 26 months, to decide to increase the share capital by capitalising premiums, reserves, earnings or other amounts that may be capitalised) The shareholders at the General Meeting, in accordance with the provisions of the French Commercial Code, and in particular its Articles L. 225-128, L. 225-129, L. 225-129-2 and L. 225-130, having reviewed the Report of the Board of Directors and the Statutory Auditors’ special report: p delegate powers to the Board of Directors, including the ability to subdelegate those powers under the conditions laid down in law and in the Articles of Association, to decide to carry out one or more increases in the share capital by successively or simultaneously capitalising some or all premiums, reserves, earnings or other amounts that may be capitalised in accordance with the law and the Articles of Association, by issuing and allotting new free ordinary shares to the shareholders, increasing the par value of existing shares, or a combination of these two methods; p agree that fractional rights shall be neither tradable nor transferable, and that the corresponding free ordinary shares shall be sold; the proceeds of such sales will be allotted to the rights holders under the terms and conditions set out in applicable law and regulations; p agree that the total amount of any increases in the share capital that might be undertaken, together with the amount of capital required to protect the rights of holders of securities giving access to the Company’s equity, in accordance with the law and any applicable contractual arrangement, may not exceed the amount of any reserves, premiums, earnings or other amounts that may be capitalised, referred to above, at the date of the increase in the share capital, with Limit A1, Limit A2 and Limit TC referred to in Resolutions 13 and 14 above not being applicable;

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SOPRA STERIA CONVENING NOTICE 2018