Sopra Steria - 2019 Universal registration document

9 GENERAL MEETING Summary of resolutions

Capital increases in consideration for contributions (Resolutions 18 and 19) The delegations of authority provided for in Resolutions 18 and 19 would allow the Board of Directors to decide to carry out capital increases, without pre-emptive rights for shareholders, in consideration for contributions in kind or under a public exchange offer. The Board of Directors’ ability to do so would, nonetheless, be capped at: 10% of the share capital (statutory limit), or, for indicative p purposes, approximately €2 billion based on the current share capital, for the purpose of providing consideration for contributions in kind (Resolution 18); 10% of the share capital in consideration for contributions of p shares in a company whose shares are admitted to trading on a regulated market in connection with a public exchange offer (Resolution 19). These delegations of authority would be granted for a period of twenty-six (26) months and would replace and supersede the delegations with the same purpose dated 12 June 2018. Capital increases aiming to associate employees with the b. share capital (Resolution 21) The purpose of Resolution 21 is to enable the Board of Directors, where appropriate, to enable employees of the Company or the Group to share in the fruits of Sopra Steria’s development by means of a capital increase reserved for employees belonging to one of the Group’s company savings plan (pursuant to Article L. 225-180 of the French Commercial Code). In Resolution 21, you are kindly asked to grant the Board of Directors a delegation of authority allowing it to carry out one or more capital increases with the disapplication of shareholders’ pre-emptive rights so that it can issue shares or negotiable securities giving access to the Company’s shares, leading to disapplication of shareholders’ pre-emptive rights. This authorisation will be subject to an overall limit of 3% of share capital, also applicable to any issue or allocation carried out pursuant to Resolution 23 adopted by the Combined General Meeting of 12 June 2018. This delegation of authority would be granted for a period of twenty-six (26) months and would replace and supersede the delegation with the same purpose dated 12 June 2019. Other capital increases (Resolution 20) c. In Resolution 20, you are kindly asked to grant the Board of Directors a delegation of authority allowing it to carry out one or more capital increases through the capitalisation of reserves, issue premiums, or other amounts eligible for capitalisation, capped at the amount of said reserves, premiums and other amounts. This capital increase could be achieved by issuing new shares allotted to shareholders in proportion to their existing holding in the share capital or by increasing the par value of existing shares.

This delegation of authority would be granted for a period of twenty-six (26) months and would replace and supersede the delegation with the same purpose dated 12 June 2018.

AMENDMENT TO THE ARTICLES 2.2.3.

OF ASSOCIATION (RESOLUTIONS 22 AND 23)

Amendment to Article 14 of the Articles of Association a. (Resolution 22) Pursuant to law no. 2019-486 of 22 May 2019 on growth and p business transformation (the “Pacte Act”), the obligation to appoint employee shareholder representatives to the Board of Directors has been extended to listed companies, which previously qualified for the exemption available until then under paragraph 4 of Article L. 225-23. Under this exemption, the Company was not obliged to appoint a Director representing the employees given that a supervisory board member of an employee mutual investment fund (FCPE) is a member of its Board of Directors. The nomination of new directors representing the employee shareholders has to occur at the Annual General Meeting following that making the relevant amendments to the Articles of Association for their appointment and due to be held in 2020. If this resolution is approved by shareholders, the appointment of the Director representing the employee shareholders will be submitted for the approval of the Ordinary General Meeting to be called to approve the financial statements for the year ending 31 December 2020. In addition, the Pacte Act now provides that sociétés anonymes p [public limited companies] employing at the end of two consecutive financial years at least 1,000 permanent employees in the company and its direct or indirect subsidiaries and whose registered offices are located in France, or at least 5,000 permanent employees in the company and its direct or indirect subsidiaries, and whose registered offices are located in France and elsewhere, are obliged to appoint at least 1 employee member to the Board of Directors if their board has at least 8 members (vs. 12 previously) and at least 2 employee members if their board has more than 8 members (vs. 12 previously). Furthermore, a proposal is submitted for approval to the General p Meeting to amend the term of office of Directors in order to comply with the guidelines set forth in the AFEP-MEDEF Corporate Governance Code. Accordingly, if this resolution is adopted at the Meeting, the term of office of Directors will be set at four rather than six years, so that shareholders can express their opinions as frequently as possible on their terms of office. The principle of sequencingterms of office in a balanced manner over time is preserved..

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019