Sopra Steria - 2020 Convening Notice

3 SUMMARY OF RESOLUTIONS

Proposed resolutions agreed by the board of directors

Resolution 3 (Appropriation of earnings for the year ended 31 December 2019)

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the reports of the Board of Directors, including the report on Group management and the Statutory Auditors’ reports, note that the income available for distribution, determined as follows, stands at:

Profit for the period

€147,078,107.28

Transfer to the legal reserve

€0

Prior unappropriated retained earnings

€60,726.25

Distributable profit

€147,138,833.53

and resolve, after acknowledging the consolidated net profit attributable to owners of the parent amounting to €160,344,303, to appropriate this profit as follows:

Dividend

€0 €0

Discretionary reserves Retained earnings

€147,138,833.53 €147,138,833.53

TOTAL

Since the legal reserve already stands at 10% of the share capital, no allocation to it is proposed. The following amounts were distributed as dividends in respect of the previous three financial years:

2016 €2.20

2017 €2.40

2018 €1.85

Dividend per share Number of shares

20,517,903

20,516,807

20,514,876

Dividends*

€45,139,386.60 €49,240,336.80 €37,952,520.60

The dividend payment entitles individual shareholders resident in France for tax purposes to a 40% deduction on the gross amount of the dividend for the calculation of income tax * (article 158–3-2° of the French General Tax Code).

Resolution 4 (Approval of disclosures as presented in the Report on corporate governance pursuant to Article L. 225-100 II of the French Commercial Code) The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having been consulted in accordance with Article L. 225-100 II of the French Commercial Code, and after having reviewed the Report on corporate governance prepared by the Board of Directors, approve the disclosures stated in Article L. 225-37-3 I of the French Commercial Code and as presented in the report on corporate governance.

Resolution 5 (Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the year ended 31 December 2019 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors, in accordance with Article L. 225-100 III of the French Commercial Code) The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having been consulted in accordance with Article L. 225-100 III of the French Commercial Code, and after having reviewed the Report on corporate governance prepared by the Board of Directors, approve the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the year ended 31 December 2019 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors, and as presented in the report on corporate governance.

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SOPRA STERIA NOTICE OF MEETING 2020