Sopra Steria - 2020 Universal registration document

Agenda 9 GENERAL MEETING

Agenda 1. The shareholders of Sopra Steria Group are invited to attend the Combined General Meeting to be held on 26 May 2021, at 2:30pm, at Pavillon Dauphine, Place du Maréchal-de-Lattre-de-Tassigny, 75116 Paris, to consider the following agenda. 9<;=?/:? :;?713 7A3: ?63 1@==3:? 1;:?3C? =38/?7:5 ?; ?63 ;A72 ;4 32 ;: <@0871 63/8?6 /:2 ;= 835/8 79<3=/?7A3> (6/=36;823=> >6;@82 =35@8/=8D 1;:>@8? ?63 23271/?32 >31?7;: ;: ?63 ;9 B30>7?3 =38/?7:5 ?; ?63 3:3=/8 "33?7:5 6??<> BBB >;<=/>?3=7/ 1;9 7:A3>?;=> 7:A3>?;=> =38/?7;:> >6/=36;823=> >6/=36;823=> 933?7:5>

Requiring the approval of the Ordinary General Meeting

Approval of the parent company financial statements for the 1. financial year ended 31 December 2020; approval of non-deductible expenses. Approval of the consolidated financial statements for the 2. financial year ended 31 December 2020. Appropriation of earnings for the year ended 31 December 3. 2020. Approval of disclosures as presented in the Report on corporate 4. governance pursuant to Article L. 22-10-34 I of the French Commercial Code. Approval of the fixed, variable and exceptional items 5. of compensation making up the total compensation and benefits of any kind paid during the year ended 31 December 2020 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors, in accordance with Article L. 22-10-34 II of the French Commercial Code. Approval of the fixed, variable and exceptional components of 6. the total compensation and benefits of any kind paid during the financial year ended 31 December 2020 or allotted in respect of that period to Vincent Paris, Chief Executive Officer, in accordance with Article L. 22-10-34 II of the French Commercial Code. Approval of the compensation policy for the Chairman of the 7. Board of Directors, as presented in the Report on corporate governance pursuant to Articles L. 22-10-8 and R. 225-29-1 of the French Commercial Code. Approval of the compensation policy for the Chief Executive 8. Officer, as presented in the Report on corporate governance pursuant to Articles L. 22-10-8 and R. 225-29-1 of the French Commercial Code. Approval of the compensation policy for the Directors, as 9. presented in the Report on corporate governance pursuant to Articles L. 22-10-8 and R. 225-29-1 of the French Commercial Code. Decision setting the total amount of compensation awarded to 10. Board members for their service, as referred to in Article L. 225-45 of the French Commercial Code, at €500,000. Appointment of Astrid Anciaux as Director representing 11. employee shareholders for a term of office of four years;

Authorisation granted to the Board of Directors, for a period of 12. 18 months, to allow the Company to buy back its own shares pursuant to Article L. 22-10-62 of the French Commercial Code. Requiring the approval of the Extraordinary General Meeting Authorisation granted to the Board of Directors, for a period of 13. 38 months, to allot free shares to employees and company officers of the Company and its Group, subject to a cap of 1% of the share capital, entailing the waiver by the shareholders of their pre-emptive subscription right; Delegation of authority to the Board of Directors, for a period of 14. 26 months, to decide to increase the Company’s share capital, without pre-emptive subscription rights for existing shareholders, via issues to persons employed by the Company or by a company of the Group, subject to enrolment in a company savings plan, up to a maximum of 2% of the share capital.

Requiring the approval of the Ordinary General Meeting Powers granted to carry out all legal formalities. 15.

We hereby inform you that the resolutions submitted for the approval of the Extraordinary General Meeting require a quorum representing at least one quarter of the total voting shares and a majority of two thirds of the votes submitted by the shareholders present or represented by proxy holders. Those submitted for the approval of the Ordinary General Meeting require a quorum of at least one fifth of the total voting shares and a majority of the votes submitted by the shareholders present or represented by proxy holders. Pursuant to Article L. 225-96 of the French Commercial Code, the votes cast shall not include those attached to shares held by shareholders who did not take part in the vote, abstained, cast a blank vote or spoilt their vote.

290

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020