Sopra Steria - 2019 Universal registration document

9 GENERAL MEETING Summary of resolutions

Requiring the approval of the Ordinary General Meeting Renewal of the term of office of Sylvie Rémond as Director for a 24. period of three years. Renewal of the term of office of Jessica Scale as Director for a 25. period of three years. Appointment of Noëlle Lenoir as a new Director for a term of 26. office of two years. Appointment of André Einaudi as a new Director for a term of 27. office of two years. Powers granted to carry out all legal formalities. 28. We hereby inform you that the resolutions submitted for the approval of the Extraordinary General Meeting require a quorum representing at least one quarter of the total voting shares and a majority of two thirds of the votes submitted by the shareholders present or represented by proxy holders. Those submitted for the approval of the Ordinary General Meeting require a quorum of at least one fifth of the total voting shares and a majority of the votes submitted by the shareholders present or represented by proxy holders. However, as an exception to the preceding, Resolution 20, even though it is submitted for the approval of the Extraordinary General Meeting, shall require a quorum of at least one fifth of the total voting shares and a majority of the votes cast by the shareholders present or represented by proxy holders. Pursuant to Article L. 225-96 of the French Commercial Code, the votes cast shall not include those attached to shares held by shareholders who did not take part in the vote, abstained, cast a blank vote or spoilt their vote.

Delegation of authority to the Board of Directors for a period of 18. 26 months to issue ordinary shares and/or negotiable securities giving access to the Company’s share capital and/or carrying entitlement to the Company’s debt securities, with the disapplication of shareholders’ pre-emptive rights, in consideration for contributions in kind, subject to an upper limit of 10% of the Company’s share capital. Delegation of authority to the Board of Directors for a period of 19. 26 months to issue ordinary shares and/or negotiable securities giving access to the Company’s share capital and/or carrying entitlement to the Company’s debt securities, with the disapplication of shareholders’ pre-emptive rights, in consideration for instruments tendered to a public exchange offer, subject to an upper limit of 10% of the Company’s share capital. Delegation of authority to the Board of Directors, for a period of 20. 26 months, to decide to increase the Company’s share capital, through the capitalisation of premiums, reserves, earnings or other items eligible for capitalisation. Delegation of powers to the Board of Directors, for a period of 21. 26 months, to decide to increase the share capital, without preemptive subscription rights for existing shareholders, via issues to persons employed by the Company or by a company of the Group, subject to enrolment in a company savings plan, up to a maximum of 3% of the share capital Amendment of Article 14 of the Articles of Association 22. Adjustments to bring the Articles of Association into line with 23. the new statutory requirements.

Summary of resolutions 2.

Ordinary General Meeting 2.1.

The Statutory Auditors’ reports on the individual financial statements of Sopra Steria Group are presented in Chapter 6 of the Universal Registration Document of the Company for the financial year ended 31 December 2019. The Statutory Auditors’ reports on the consolidated financial statements of Sopra Steria Group are presented in Chapter 5 of the Universal Registration Document of the Company for the financial year ended 31 December 2019. PROPOSED APPROPRIATION OF EARNINGS 2.1.2. (RESOLUTION 3) Sopra Steria Group SA generated net profit of €147.1 million, giving consolidated Group net profit (attributable to owners of the parent) of 160.3 million. Given the current context of the Covid-19 pandemic and in a spirit of responsibility, the Board of Directors proposes that no dividend is distributed and that profit available for distribution is allocated to "Retained earnings".

APPROVAL OF THE INDIVIDUAL FINANCIAL 2.1.1. STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS OF SOPRA STERIA GROUP (RESOLUTIONS 1 AND 2) The Board of Directors submits for your approval: the individual financial statements (Resolution 1) and the p consolidated financial statements of Sopra Steria Group (Resolution 2) for the year ended 31 December 2019, as presented in Chapters 5 and 6 of the Company’s Universal Registration Document for the year ended 31 December 2019; the list of non-tax-deductible expenses totalling €629,617.99 and p the corresponding tax charge. These expenses consist of rental or lease payments and depreciation in respect of the Company’s vehicle fleet.

287

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019