Sopra Steria - 2018 Registration document

ADDITIONAL INFORMATION Articles of Association

Officer falling outside the scope of the corporate purpose, unless it can prove that the third party knew that such action exceeded the corporate purpose or that it could not ignore it in the circumstances, it being excluded that publication of the Articles of Association alone constitutes such proof. 3. Deputy Chief Executive Officers On a proposal from the Chief Executive Officer, whether this position is held by the same person serving as Chairman of the Board of Directors or by another person, the Board may appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. The Board of Directors may appoint as many as five Deputy Chief Executive Officers, who may or may not be selected from among its members. The age limit is set at 65 years. Once a Deputy Chief Executive Officer has reached this age limit, he/she is automatically deemed to have resigned. Deputy Chief Executive Officers may be dismissed at any time by the Board of Directors on a proposal from the Chief Executive Officer. In the event of unfair dismissal, Deputy Chief Executive Officers may be entitled to damages. When the Chief Executive Officer ceases to carry out or is prevented from carrying out his/her duties, the Deputy Chief Executive Officers retain their duties and remits until the appointment of a new Chief Executive Officer, unless decided otherwise by the Board of Directors. In agreement with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred on the Deputy Chief Executive Officers. In their dealings with third parties, the Deputy Chief Executive Officers have the same powers as the Chief Executive Officer. ARTICLE 3 OF THE BOARD OF DIRECTORS’ INTERNAL RULES AND REGULATIONS – ROLE OF THE CHIEF EXECUTIVE OFFICER The Chief Executive Officer has authority over the entire Group. He/ she directs, administers and coordinates all of its activities. Together with the Chairman, he/she develops the Group’s strategy, which is subject to the approval of the Board of Directors, and ensures its implementation. The Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the Company. He/she represents the Company in its dealings with third parties. He/she chairs the Group’s Executive Committee. The Chief Executive Officer exercises his/her powers within the limits of the corporate purpose, all applicable laws, the Articles of Association and these internal rules and regulations. The Chief Executive Officer is also responsible for providing the Board of Directors and all its committees with any information they may require and for implementing all decisions taken by the Board. Conditions for the exercise of the Chief Executive Officer’s prerogative powers The Chief Executive Officer works closely with the Chairman of the Board of Directors to ensure open lines of communication at all times between the Board of Directors and Executive Management. He/she also keeps the Chairman informed of the Group’s circumstances and any decisions being considered whenever they are likely to have a significant impact on the conduct of business activities. The types of decisions identified in this section require the prior authorisation of the Board of Directors, or of the Chairman whenever the Board delegates its powers to him/her in this respect, under the conditions defined by the Board. The Chairman must report to the Board of Directors on any authorisations given by him/her in connection with these delegations. These decisions are prepared and

discussed in advance by the Chief Executive Officer and the Chairman of the Board of Directors. Under the aforementioned conditions, the decisions requiring prior approval by the Board of Directors are those that are highly strategic in nature or that are likely to have a significant impact on the financial position or commitments of the Company or any of its subsidiaries, and in particular decisions falling into two main categories, as listed below: p decisions relating to strategy implementation: • adaptation of the Group’s business model, • the acquisition or disposal of companies or businesses, for transactions in amounts greater than €10 million, • any investment or divestment decision in an amount greater than €10 million, • entering into strategic alliances; p decisions relating to organisational matters: • the appointment or dismissal of any member of the management team (Executive Committee members), • any significant change in the organisation. 3.3. General Meetings ARTICLE 25 OF THE ARTICLES OF ASSOCIATION – GENERAL MEETINGS General Meetings are convened and held under the conditions laid down by the law. The decisions collectively made by the shareholders shall be taken in General Meetings characterised either as Ordinary General Meetings, Extraordinary General Meetings or Special General Meetings depending on the nature of the decision to be taken. Special General Meetings are called for the holders of shares of a given category to decide upon any changes to the rights attached to shares in this category. The decisions taken by General Meetings are binding for all the shareholders, including absentee and dissenting shareholders and those lacking legal capacity. ARTICLE 26 OF THE ARTICLES OF ASSOCIATION – VENUE AND PROCEDURE FOR CONVENING GENERAL MEETINGS General Meetings shall be convened by the Board of Directors. Failing this, they may also be convened by the Statutory Auditors or by a court-appointed agent, in accordance with the law. General Meetings shall take place at the registered office or in any other place specified in the convening notice. General Meetings shall be convened by means of a notice published either in a journal authorised to publish legal announcements in the area where the registered office is located, or in the Bulletin des Annonces Légales Obligatoires (BALO, the French journal of official legal announcements), at least two weeks before the General Meeting. However, if all the shares are held in registered form, these announcements are not mandatory, and the General Meeting may be convened by giving notice to each shareholder by registered letter, at the Company’s expense. At least 35 days before each shareholders’ meeting, the Company shall publish in the BALO the notice required by Article R. 225-73 of the French Commercial Code. Shareholders who have held registered shares for at least one month on the date a convening notice is published shall be invited to attend the General Meeting by ordinary letter. However, they may give the Company a written authorisation to send these notifications by electronic mail instead of by letter. In this case,



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