Sopra Steria - 2019 Universal registration document

8 ADDITIONAL INFORMATION Articles of Association

ARTICLE 29 OF THE ARTICLES OF ASSOCIATION – VOTING RIGHTS The voting right attached to capital shares or dividend shares shall be proportional to the portion of the capital they represent. With the same par value, each share shall entitle the holder to the same number of votes, with a minimum of one vote. However, double voting rights are allocated to all fully paid-up shares that are proved to have been registered in the name of the same holder for at least two years up to that time. In the event of a capital increase by capitalisation of reserves, earnings or issue premiums, double voting rights shall be allocated upon issuance to registered shares freely granted to a shareholder in proportion to existing shares for which this shareholder was entitled to benefit from this right. ARTICLE 30 OF THE ARTICLES OF ASSOCIATION – RIGHTS TO SHAREHOLDER INFORMATION – DISCLOSURE OBLIGATIONS All shareholders are entitled to receive all the information necessary for them to take an informed decision relating to the management and situation of the Company. The documentation required and its availability to shareholders is established by law and in regulations. Any shareholder who holds more than 3% or more than 4% of the Company’s capital shall inform the Company in the same manner and based on the same methods of calculation as required with respect to legal thresholds. ARTICLE 31 OF THE ARTICLES OF ASSOCIATION – ATTENDANCE SHEET – OFFICERS – MINUTES The attendance sheet, duly initialled by the shareholders present and by proxy holders and including the names of shareholders attending the General Meeting using a means of telecommunication, accompanied by the authorisations granted to proxy holders, and, where appropriate, voting forms, shall be certified as accurate by the officers of the Meeting. The General Meeting shall be chaired by the Chairman of the Board of Directors or, in the Chairman’s absence, by a Vice-Chairman or by a Director specifically delegated for this purpose by the Board. Failing this, the Meeting shall elect its own Chairman. The duties of vote-teller shall be performed by the two shareholders, present and accepting such duties, who hold the largest number of shares, either on their own behalf or as proxy holders. The officers of the Meeting thus appointed shall designate a secretary, who is not required to be a shareholder. The minutes are drawn up and copies or extracts of these minutes are delivered and certified in accordance with the law. ARTICLE 32 OF THE ARTICLES OF ASSOCIATION – ORDINARY GENERAL MEETINGS An Ordinary General Meeting is a meeting called to take decisions which do not amend the Articles of Association. This type of General Meeting shall be held at least once a year, within the time period required by law and regulations, to approve the financial statements for the previous year.

Ordinary General Meetings are only able to validly conduct business, when convened for the first time, if the shareholders attending the Meeting, represented by proxy or having voted by mail represent at least one-fifth of the total voting rights. No quorum is required when Ordinary General Meetings are convened for the second time. The Meeting issues decisions by simple majority of the votes of the shareholders present or represented by proxy holders, including the votes of shareholders who have voted by mail. ARTICLE 33 OF THE ARTICLES OF ASSOCIATION – EXTRAORDINARY GENERAL MEETINGS The Extraordinary General Meeting alone shall be authorised to amend the Articles of Association. However, it may not increase shareholders’ commitments, except in the case of transactions resulting from a duly completed reverse stock split. Extraordinary General Meetings are only able to validly conduct business, when convened for the first time, if the shareholders attending the Meeting or represented by proxy or having voted by mail represent at least one-quarter of the total voting rights, and one-fifth of the total voting rights when convened for the second time. If this latter quorum is not reached, the second meeting may be postponed to a date no later than two months after the date for which the second meeting was originally convened. For this postponed meeting, a quorum of one-fifth of the shares with voting rights shall also be required. The Meeting issues decisions by a majority of two-thirds of the votes of the shareholders present or represented by proxy holders, including the votes of shareholders who have voted by mail, except as otherwise provided by law. ARTICLE 34 OF THE ARTICLES OF ASSOCIATION – SPECIAL GENERAL MEETINGS When there are several categories of shares, no changes may be made to the rights of a given category of shares unless approved by an Extraordinary General Meeting open to all shareholders and also by a Special General Meeting of the holders of the category of shares in question. Special General Meetings are only able to validly conduct business, when convened for the first time, if the shareholders attending the Meeting or represented by proxy represent at least one-third of the total voting rights, and one-fifth of the total voting rights when convened for the second time. In all other respects, Special General Meetings are convened and conduct business in the same way as Extraordinary General Meetings. ARTICLE 35 OF THE ARTICLES OF ASSOCIATION – BONDHOLDERS’ MEETINGS In the event of the issuance of bonds, the holders of these bonds are considered as a group, in accordance with legal requirements, for the defence of their shared interests. This group is represented by one or more representatives elected at a Bondholders’ Meeting. Should there be more than one group of bondholders, they may not transact business at the same Meeting.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019

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