Sopra Steria - 2020 Convening Notice
3 SUMMARY OF RESOLUTIONS Summary of resolutions
Capital increases, excluding capital contributions (Resolutions 13 to 17) Resolution 13 would authorise one or more capital increases for existing shareholders with pre-emptive rights for shareholders. Resolutions 14 and 15 would open up the Company’s share capital to new shareholders (disapplication of the pre-emptive right for existing shareholders) by means of a public offering or to qualified investors or a restricted group of investors (private placement referred to in para. 1 of Article L. 411-2 of the French Monetary and Financial Code). Even so, should Resolution 14 be used, the Board of Directors would have the option of introducing a priority right for shareholders. The issue price to be decided in accordance with the Resolutions 14 and 15 would be at least equal to the minimum required by law and regulations applicable at the time the Board of Directors implements the delegation. As an indication, the current maxim discount authorised is 10%. Even so, without exceeding the upper limit of 10% of the shares making up the share capital, the Board of Directors may set the issue price (Resolution 16), which must be at least equal to the lowest of the following which may be subject to a maximum discount of 10% in each of the four cases): the weighted average share price on the regulated market of (i) Euronext Paris over the period of up to six to months preceding the beginning of the offering period; the average volume-weighted share price on the regulated (ii) market of Euronext Paris for the trading day preceding the beginning of the offering period; average volume-weighted share price on the regulated market (iii) of Euronext Paris calculated for the day on which is the issue price is set; and the last known closing price of the share before the beginning (iv) of the offering period. Resolution 17 delegates authority to increase the number of shares to be issued in the event that demand outstrips supply (overallotment). This programme, which is subject to a legal framework, gives the Board of Directors the option of carrying out additional capital increases on terms and conditions identical to the original issue should demand from shareholders, the general public or the relevant investors, as appropriate, outstrip supply. 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 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 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. AMENDMENT TO THE ARTICLES 1.2.3. OF ASSOCIATION (RESOLUTIONS 22 AND 23)
SOPRA STERIA NOTICE OF MEETING 2020
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