Sopra Steria - 2020 Convening Notice

3 SUMMARY OF RESOLUTIONS Summary of resolutions

Current wording

New wording In the year of expiry, Directors’ terms of office shall expire at the close of the Ordinary General Meeting convened to approve the financial statements for the previous financial year. They may be reappointed immediately. By exception, upon their first appointment following the modification of the Articles of Association taking effect on 9 June 2020, Directors’ terms of office appointed by the General Meeting may be set at 1, 2 or 3 years such that the renewal of directorships is staggered evenly from year to year. Should one or more seats held by Board members appointed at the General Meeting become vacant between two General Meetings, with the exception of that held by the Director representing employee shareholders, the Board may make temporary appointments, in accordance with the requirements of Article L. 225-24 of the French Commercial Code. A director appointed to replace another director serves for the remaining portion of his predecessor’s term of office. When a vacancy for a Director representing the employees arises during their term of office, the director chosen as an alternate by the Company’s Social and Economic Committee performs the duties for the remainder of the term of office of the individual previously serving in this position.” The share capital may be increased by any means and by all 1. procedures authorised by law. The share capital may be increased by issuing new ordinary or preference shares or by increasing the par value of existing shares. It may also be increased by exercising the rights attached to securities that confer equity rights, in accordance with the requirements prescribed by law. Only an Extraordinary General Meeting, acting pursuant to a report of the Board of Directors, has the authority to decide an immediate or future capital increase. It may delegate this authority to the Board of Directors, as provided for in law. The Board of Directors may in turn delegate this authority to the Chief Executive Officer or, with his/her consent, to one or more Deputy Chief Executive Officers, in accordance with the provisions of law and on the terms and conditions laid down in advance by the Board of Directors. If an Extraordinary General Meeting decides to increase the share capital, it may delegate to the Board of Directors the power to set the terms and conditions applicable to the securities issue. Shareholders have a pre-emptive right, in proportion to the number of shares they hold, to subscribe for cash shares issued in connection with a capital increase. Shareholders may waive this right individually. In accordance with legal requirements, an Extraordinary General Meeting may decide to suspend this pre-emptive subscription right. If a General Meeting or, in the event of a delegation of authority, the Board of Directors, has expressly decided, shares not subscribed non-reducibly shall be allocated to shareholders who subscribe reducibly for a higher number of shares than that to which they are entitled by their pre-emptive subscription right, in proportion to their subscription rights and, in any event, within the limit of their requests. New wording

Adjustments to bring the Articles of Association into line with the new legislative and regulatory requirements b. (Resolution 23) Given the recent legislative and/or regulatory developments, you are asked in Resolution 23 to approve the revised wording of articles [8, 9, 10, 11, 16, 17, 20, 22, 23, 26, 27, 28, 31, 32, 33, 34 and 35] of the Company’s Articles of Association as follows:

Current wording

Article 8 – Changes to share capital The share capital may be increased by any means and by all 1. procedures authorised by law. The share capital may be increased by issuing new ordinary or preference shares or by increasing the par value of existing shares. It may also be increased by exercising the rights attached to securities that confer equity rights, in accordance with the requirements prescribed by law. Only an Extraordinary General Meeting, acting pursuant to a report of the Board of Directors, has the authority to decide an immediate or future capital increase. It may delegate this authority to the Board of Directors, as provided for in law. The Board of Directors may in turn delegate this authority to the Chief Executive Officer or, with his/her consent, to one or more Deputy Chief Executive Officers, in accordance with the provisions of law and on the terms and conditions laid down in advance by the Board of Directors. If an Extraordinary General Meeting decides to increase the share capital, it may delegate to the Board of Directors the power to set the terms and conditions applicable to the securities issue. Shareholders have a pre-emptive right, in proportion to the number of shares they hold, to subscribe for cash shares issued in connection with a capital increase. Shareholders may waive this right individually. In accordance with legal requirements, an Extraordinary General Meeting may decide to suspend this pre-emptive subscription right. If a General Meeting or, in the event of a delegation of authority, the Board of Directors, has expressly decided, shares not subscribed non-reducibly shall be allocated to shareholders who subscribe reducibly for a higher number of shares than that to which they are entitled by their pre-emptive subscription right, in proportion to their subscription rights and, in any event, within the limit of their requests.

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SOPRA STERIA NOTICE OF MEETING 2020

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