Sopra Steria - 2020 Convening Notice

3 SUMMARY OF RESOLUTIONS Summary of resolutions

Current wording

New wording

Decisions shall be taken by a two-thirds majority of the votes held by shareholders present, represented or voting by mail , unless a statutory exception applies. Article 34 – Special general meetings If there is more than one class of shares, changes may be made to the rights of the shares in one of those classes only by a vote in favour of the decision by an Extraordinary General Meeting open to all shareholders and, in addition, by a vote in favour of the decision by a Special General Meeting open only to the holders of shares of the relevant class. Special General Meetings are only able to validly conduct business, when convened for the first time, if the shareholders attending the Meeting or represented by proxy represent at least one third of the total voting rights, and one fifth of the total voting rights when convened for the second time. Otherwise, Special General Meetings shall be convened and shall vote in accordance with the same requirements as for Extraordinary General Meetings. In the event of the issuance of bonds, the holders of these bonds are considered as a group, in accordance with legal requirements, for the defence of their shared interests. This group is represented by one or more representatives elected at a Bondholders’ Meeting. Should there be more than one group of bondholders, they may not transact business at the same Meeting. Ordinary General Meeting 1.3. The terms of office of four Directors – Astrid Anciaux, Sylvie Rémond, Jessica Scale and Solfrid Skilbrigt – will expire at the close of the General Meeting of 9 June 2020. The term of office of Jean-Bernard Rampini as Non-voting Director will also expire at that same date. In consideration of the foregoing, the Board of Directors has sought to take account of the position put forward by shareholders interested in limiting the number of Directors who are not absolutely independent, the representation of key skills and experience deemed necessary by the Board, the diversity and complementarity of profiles contributing to the collegial nature of its deliberations, and the changes introduced by the PACTE Act relating to the representation of employee shareholders. The Nomination, Governance, Ethics and Corporate Responsibility Committee thus decided to recommend that the Board submit the following proposals for shareholder approval at the General Meeting: the renewal, for a period of three years (so as to arrange for p staggered renewal of Board members’ terms of office), of Sylvie Rémond’s term of office as Director, given in particular her financial and risk management expertise. Sylvie Rémond will also Article 35 – Bondholders’ meeting

Decisions shall be taken by a two-thirds majority of the votes submitted by shareholders present, represented or voting remotely , unless a statutory exception applies.

If there is more than one class of shares, changes may be made to the rights of the shares in one of those classes only by a vote in favour of the decision by an Extraordinary General Meeting open to all shareholders and, in addition, by a vote in favour of the decision by a Special General Meeting open only to the holders of shares of the relevant class. Special General Meetings are only able to validly conduct business, when convened for the first time, if the shareholders attending the Meeting or represented by proxy or having voted remotely represent at least one third of the total voting rights, and one fifth of the total voting rights when convened for the second time. Otherwise, Special General Meetings shall be convened and shall vote in accordance with the same requirements as for Extraordinary General Meetings. In the event of the issuance of bonds, the holders of these bonds are considered as a group represented by one or more representatives , in accordance with legal requirements, for the defence of their shared interests. Article 35 – Issue of bonds be named to the Compensation Committee, thus strengthening its independence and ensuring her contribution to discussions on the targets to be set for the Chief Executive Officer and the Group’s management; the renewal, for a period of three years (so as to arrange for p staggered renewal of Board members’ terms of office), of Jessica Scale’s terms of office as Director, taking into account in particular her independence and her knowledge of the Group’s business; the appointment of two Directors: p André Einaudi, for an initial term of office of two years (so as to • arrange for staggered renewal of Board members’ terms of office). As an Independent Director, André Einaudi will bring to the Board his qualities and experience as an entrepreneur and in leading an international group: he is the founder of Ortec Group and has served as its Chairman and CEO since its creation in 1992, Noëlle Lenoir, for an initial term of office of two years (so as to • arrange for staggered renewal of Board members’ terms of office). As an Independent Director, Noëlle Lenoir will draw on her experience in corporate responsibility and internal control to strengthen the Board’s expertise in these areas.

94

SOPRA STERIA NOTICE OF MEETING 2020