Sopra Steria - 2019 Convening notice

SOPRA STERIA GROUP PRESENTATION’S IN 2018

Financial delegations in progress

Financial delegations in progress

1.1. Authorisations to issue securities granted to the Board of Directors at the Combined General Meetings of 22 June 2016 and 12 June 2018

1.1.1. ISSUE WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS

Date of GM and resolution

Duration of delegation (Expiry)

Maximum amount of capital increase

Maximum issue amount

Use during the year

Securities transaction concerned

Capital increase (ordinary shares and other securities giving access to the share capital)

12 June 2018 Resolution 13

26 months (August 2020)

Nominal amount of €2 billion, if securities giving access to the share capital are to be issued 15% of the amount of the capital increase under Resolution 13, up to a maximum of €2 billion

40% of the nominal share capital

None

Capital increase (ordinary shares and other securities giving access to the share capital) in the event of oversubscription in accordance with Resolution 13

12 June 2018 Resolution 17

26 months (August 2020)

15%of the amount of the capital increase under Resolution 13, up to amaximum of 40%of the total nominal share capital

None

Capital increase through the capitalisation of reserves or the issue of new shares

12 June 2018 Resolution 20

26 months (August 2020)

Amount of discretionary reserves

Amount of discretionary reserves

None

Issue of share subscription warrants to be granted to shareholders free of charge in the event of a takeover bid (offer warrants)

12 June 2018 Resolution 21

18 months (December 2019)

Number of shares representing the share capital

100% of the share capital

None

1.1.2. ISSUE WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS

Duration of delegation (Expiry)

Maximum amount of capital increase 20% of the share capital, reduced to 10% of the share capital for non- equity securities

Maximum issue amount

Use during the year

Securities transaction concerned

Resolution

Capital increase (ordinary shares and other securities giving access to the share capital)

12 June 2018 Resolution 14

26 months (August 2020)

Nominal amount of €2 billion, if securities giving access to the share capital are to be issued Nominal amount of €2 billion, if securities giving access to the share capital are to be issued 15% of the amount of the capital increase under Resolution 14 or 15, up to a maximum of €2 billion

None

Capital increase by way of a private placement offering provided for under Article L. 411-2 of the French Monetary and Financial Code

12 June 2018 Resolution 15

26 months (August 2020)

10% of the share capital per year

None

Capital increase (ordinary shares and other securities giving access to the share capital) in the event of oversubscription in accordance with Resolution 14 or 15

12 June 2018 Resolution 17

26 months (August 2020)

15% of the amount of the capital increase under Resolutions 14 and 15, up to a maximum of 10%/20% of the share capital 10% of the share capital

None

Capital increase as consideration for securities tendered in the event of contributions in kind

12 June 2018 Resolution 18

26 months (August 2020)

10% of the share capital, up to a maximum of €2 billion

None

Capital increase as consideration for securities tendered in the event of a public exchange offer

12 June 2018 Resolution 19

26 months (August 2020)

10% of the share capital, up to a maximumof €2 billion

10% of the share capital

None

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SOPRA STERIA CONVENING NOTICE 2019