Sopra Steria - 2020 Convening Notice
3 SUMMARY OF RESOLUTIONS Summary of resolutions
SETTING OF COMPENSATION AWARDED TO 1.1.4. MEMBERS OF THE BOARD OF DIRECTORS AS STATED IN ARTICLE L. 225-45 OF THE FRENCH COMMERCIAL CODE (PREVIOUSLY REFERRED TO AS DIRECTORS’ FEES) (RESOLUTION 10) You are asked to set the amount of total compensation to be awarded to Board members as stated in Article L. 225-45 of the French Commercial Code (previously referred to as directors’ fees) at €500,000 for the current financial year. This amount, shall be divided up in full in accordance with the compensation policy set out in Section 2, “Compensation policy” of this document, pages 60 to 64. BUYBACK BY SOPRA STERIA GROUP 1.1.5. OF ITS OWN SHARES (RESOLUTION 11) You are asked to renew the authorisation granted to the Board of Directors at the General Meeting of 12 June 2019 permitting the Company to buy back its own shares, in accordance with applicable laws and regulations (Articles L. 225-209 et seq. of the French Commercial Code). Under this authorisation, the number of shares bought back shall not exceed 10% of the share capital; as an indication, this would equate to 2,054,770 shares on the basis of the current share capital. The maximum price per share that can be paid for the shares bought back is set at €250; this price may be adjusted as a result of an increase or decrease in the number of shares representing the share capital, in particular due to capitalisation of reserves, free share awards or reverse stock splits. Shares may be bought back for the following purposes: to obtain market-making services from an investment services p provider acting independently under the terms of a liquidity agreement entered into in compliance with the AMF’s accepted market practice; to award, sell or transfer shares in the Company to employees p and/or company officers of the Group, in order to cover share purchase plans and/or free share plans (or equivalent plans) as well as any allotments of shares under a company or Group savings plan (or equivalent plan) in connection with a profit-sharing mechanism, and/or all other forms of share allotment to the Group’s employees and/or company officers; to retain the shares bought back in order to exchange them or p tender them as consideration at a later date for a merger, spin-off or contribution of assets and, more generally, for external growth transactions. Shares bought back for such purposes are not to exceed, in any event, 5% of the number of shares making up the Company’s share capital; to deliver the shares bought back, upon the exercise of rights p attaching to securities giving access to the Company’s share capital through redemption, conversion, exchange, tender of warrants or any other means as well as to execute any transaction covering the Company’s obligations relating to those securities; to retire shares bought back by reducing the share capital, p pursuant to Resolution 11 approved at the Combined General Meeting of 12 June 2018 or Resolution 12 submitted for the approval at the General Meeting of 9 June 2020, if it is approved; to implement any market practice that would come to be p accepted by the AMF, and in general, to perform any operation that complies with regulations in force.
The Board of Directors would have full powers to implement this delegation of authority and decide on the arrangements. This authorisation would supersede the previous authorisation given at the General Meeting of 12 June 2019 and would be granted for a period of 18 months with effect from this General Meeting. It would not be usable during a public tender offer for the Company’s shares. For information, the use made of the previous authorisation is discussed in Section 12, "Financial delegations in progress" of this document, pages 76 to 77. POTENTIAL RETIREMENT OF TREASURY SHARES 1.2.1. (RESOLUTION 12) Under Resolution 12, you are asked to authorise the Board of Directors, for a period of  months from the General Meeting to i) retire some or all of the Company’s shares acquired pursuant to all authorisations granted for such purpose to the Board of Directors, and ii) to reduce the share capital accordingly. In accordance with the law, no more than 10% of the shares making up the Company’s share capital may be cancelled in any 24-month period. This authorisation would replace and supersede the previous authorisation granted at the General Meeting on 12 June 2018. Section 12, “Authorisations to issue securities granted to the Board of Directors at the Combined General Meetings of 12 June 2018 and 12 June 2019" in Chapter 7 of the Company’s Universal Registration Document for the financial year ended 31 December 2019, sets out all currently valid delegations and the extent to which they were used by the Board of Directors in financial year 2019. Shareholders are reminded that the delegations of authority given to the Board of Directors with respect to Resolutions 13 and 20 to decide to increase the share capital may not be used during a public offer for the Company’s share capital, except with the prior authorisation of the General Meeting and with the exception of the delegation of authority given by Resolution 12 at this General Meeting. Capital increase through the issue of shares a. and negotiable securities, with or without pre-emptive rights for existing shareholders These capital increases would be subject to the following upper limits: 50% of the share capital, when the transaction involves, p immediately or in the future, an issue of Sopra Steria Group shares [Limit A1], together with a sub-cap of 20% of the share capital for capital increases without pre-emptive rights for shareholders but with a priority right [Limit A2], and a sub-cap of 10% of the share capital for capital increases without pre-emptive rights and without a priority right; €2 billion if the transaction involves an issue of debt securities p carrying entitlement in the future to Sopra Steria Group shares [Limit TC]. Extraordinary General Meeting 1.2. FINANCIAL DELEGATIONS GRANTED TO THE BOARD OF DIRECTORS (RESOLUTIONS 13 TO 21) 1.2.2
SOPRA STERIA NOTICE OF MEETING 2020
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