Sopra Steria - 2020 Universal registration document

REPORT ON CORPORATE GOVERNANCE

ITEM

REFERENCE TEXTS

PAGES CHAPTER

Reference to a corporate governance code and application of the “comply or explain” principle Specific procedures relating to the participation of shareholders in the General Meeting Procedure for the assessment of agreements entered into in the ordinary course of business and its implementation

Article L. 22-10-10-4° of the French Commercial Code Article L. 22-10-10-5° of the French Commercial Code Article L. 22-10-10-6° of the French Commercial Code

52, 96

3

282-284

8

79

3

3. Elements likely to have an impact in the event of a tender or exchange offer

Integrated Presentation, 7

Ownership structure of the Company

4, 267

Restrictions in the Articles of Association on the exercise of voting rights and on share transfers, or clauses in agreements brought to the Company’s attention pursuant to Article L. 233-11 of the French Commercial Code Direct or indirect investments in the Company’s share capital of which it has knowledge by virtue of Articles L. 233-7 and L. 233-12 of the French Commercial Code List of holders of any shares granting special rights and description thereof Agreements between shareholders of which the Company has knowledge and that could entail restrictions on share transfers and the exercise of voting rights Rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Articles of Association Powers of the Board of Directors, in particular for share issues or share buybacks Agreements entered into by the Company that are amended or cease in the event of a change of control of the Company, unless this disclosure would seriously undermine its interests, except when such disclosure is a legal obligation Agreements providing for benefits payable to members of the Board of Directors or employees if they resign or are dismissed without valid grounds or if their employment is terminated due to a tender or exchange offer

272

7

272

7

272

7

272

7

272, 269-270

7

278-281

9

N/A

N/A

N/A

N/A

315

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020