Sopra Steria - 2020 Universal registration document

Proposed resolutions 9 GENERAL MEETING

and resolve, after acknowledging the consolidated net profit attributable to owners of the parent amounting to €106,776,814, to appropriate this profit as follows:

Dividend

€41,095,402.00 €248,319,130.20

Discretionary reserves

Retained earnings

€0

(#(

F

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:

2017 €2.40

2018 €1.85

2019

Dividend per share Number of shares

€0

20,516,807

20,514,876

0

Dividend*

€49,240,336.80

€37,952,520.60

€0

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. 22-10-34 I 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. 22-10-34 I 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. 22-10-9 of the French Commercial Code and as presented in the report. 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 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) 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. 22-10-34 II 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 2020 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors, and as presented in the report.

Resolution 6 (Approval of the fixed, variable and exceptional components of 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) 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. 22-10-34 II 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 2020 or allotted in respect of that period to Vincent Paris in his capacity as Chief Executive Officer and as presented in the report. Resolution 7 (Approval of the compensation policy for the Chairman of the Board of Directors, as presented in the Report on corporate governance pursuant to Article L. 22-10-8 and Article R. 225-29-1 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 Articles L. 22-10-8 and R. 225-29-1 of the French Commercial Code, and after having reviewed the Report on corporate governance prepared by the Board of Directors, approve the compensation policy for the Chairman of the Board of Directors, for his term of office and as presented in the Report on corporate governance.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020