Sopra Steria - 2020 Universal registration document

8 ADDITIONAL INFORMATION Articles of Association

') ! G ') ! ( $ (($ ) $# H ' )( )$ ( ' $! ' # $'" ) $# H ( !$(*' $ ! ) $#(

') ! G ') ! ( $ (($ ) $# H -)' $' # '. # ' ! " ) #

The Extraordinary General Meeting alone shall be authorised to amend the Articles of Association. However, it may not increase shareholders’ commitments, except in the case of transactions resulting from a duly completed reverse stock split. It is 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 quarter of the total voting rights, and one fifth of the total voting rights when convened for the second time. If this latter quorum is not attained, the second meeting may be postponed to a date no later than two months after the date for which the second meeting was originally convened. For this postponed meeting, a quorum of one fifth of the shares with voting rights shall also be required. 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. ') ! G ') ! ( $ (($ ) $# H (% ! # ' ! " ) # ( When there are several categories of shares, no changes may be made to the rights of a given category of shares unless approved by an Extraordinary General Meeting open to all shareholders and also by a Special General Meeting of the holders of the category of shares in question. 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. In all other respects, Special General Meetings are convened and conduct business in the same way as Extraordinary General Meetings. ') ! G ') ! ( $ (($ ) $# H ((* $ $# ( 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.

All shareholders are entitled to obtain the documents necessary to enable them to make informed decisions regarding the management and operations of the Company. The documentation required and its availability to shareholders is established by law and in regulations. Any shareholder who holds more than 3% or more than 4% of the Company’s capital shall inform the Company in the same manner and based on the same methods of calculation as required with respect to legal thresholds. ') ! G ') ! ( $ (($ ) $# H )) # # ( ) H $ '( H " #*) ( An attendance sheet showing the details and signatures required by law is drawn up for each General Meeting. The General Meeting shall be chaired by the Chairman of the Board of Directors or, in the Chairman’s absence, by a Vice-Chairman or by a Director specifically delegated for this purpose by the Board. Failing this, the Meeting shall elect its own Chairman. The duties of vote-teller shall be performed by the two shareholders, present and accepting such duties, who hold the largest number of shares, either on their own behalf or as proxy holders. The officers of the Meeting thus appointed shall designate a secretary, who is not required to be a shareholder. The minutes are drawn up and copies or extracts of these minutes are delivered and certified in accordance with the law. ') ! G ') ! ( $ (($ ) $# H $' # '. # ' ! " ) # An Ordinary General Meeting is a meeting called to take decisions which do not amend the Articles of Association. This type of General Meeting shall be held at least once a year, within the time period required by law and regulations, to approve the financial statements for the previous year. It is only able to validly conduct business, when convened for the first time, if the shareholders attending the Meeting, represented by proxy or having voted remotely represent at least one fifth of the total voting rights. No quorum is required when Ordinary General Meetings are convened for the second time. Decisions shall be taken by a majority of the votes submitted by shareholders present, represented or voting remotely.

284

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020