Sopra Steria - 2021 Combined General meeting
3 SUMMARY OF RESOLUTIONS Summary of resolutions
to deliver the shares bought back, upon the exercise of rights p attaching to securities giving access to the Company’s share capital through redemption, conversion, exchange, tender of warrants or any other means as well as to execute any transaction covering the Company’s obligations relating to those securities; to retire shares bought back by reducing the share capital, p pursuant to Resolution 12 approved at the General Meeting of 9 June 2020; to implement any market practice that would come to be p accepted by the AMF, and in general, to perform any operation that complies with regulations in force. The Board of Directors would have full powers to implement this delegation of authority and decide on the arrangements. This authorisation would supersede the previous authorisation given at the General Meeting of 9 June 2020 and would be granted for a period of 18 months with effect from this General Meeting. It would not be usable during a public tender offer for the Company’s shares. For information, the use made of the previous authorisation is discussed in Section 12, Chapter 7 of the Company’s Universal Registration Document for the year ended 31 December 2020. The purpose of Resolution 13 is to enable the Board of Directors, where appropriate, to share the benefits of Sopra Steria’s growth with employees and company officers of the Company and the Group by awarding free shares. The Company set up three successive three-year performance share plans for the Group’s management and its Chief Executive Officer, for the periods 2016-2018, 2017-2019 and 2018-2020. Since 12 June 2018, the Board of Directors has been authorised to issue up to 3% of the share capital (0.15% maximum for awards to the Chief Executive Officer). No use has been made of this authorisation to date. It will end in August 2021. As indicated in the previous Universal Registration Document, after a pause in 2019, in 2020 the Compensation Committee evaluated whether it would be possible and appropriate to set up a new long-term incentive plan based on awarding rights to performance shares according to the model of the first three aforementioned plans. Due to the uncertainties generated by the public health crisis starting in February, followed by the cyberattack that targeted the Group in October 2020, it was not possible to set up a new plan. However, the need identified by the Compensation Committee and the wish to align the interests of management with those of shareholders are still relevant issues. Discussions are ongoing, with the aim of the Board of Directors coming to a decision if possible in financial year 2021 or at the beginning of financial year 2022. The implementation of such a plan, like the resumption of employee share ownership programmes, remains conditional on financial performance requirements. The Board of Directors therefore requests that the authorisation granted at the General Meeting of 12 June 2018 be renewed under the same terms, but for a volume of shares changed to 1% of the share capital. Unless otherwise required by the situation at the time Extraordinary General Meeting # # ! " ! " # ( " ! " $#
of the decision to award shares, the new plan would have the same features as the previous plans, with the potential addition of a new performance criterion related to the Company’s social and environmental responsibility. The weighting of such a criterion, should it be decided to add one, would not exceed 10% of the total. For reference, the performance share plans put in place by the Group in 2016, 2017 and 2018 had the following features in common: for all recipients, the granting of shares was subject to continued p employment at the end of a three-year vesting period. However, depending on the circumstances, this condition could be waived in whole or in part, in derogation of the foregoing and on an entirely exceptional basis (in practice fewer than 2% of departures); achievement of the performance condition was measured by p calculating the average annual target achievement rates, with each of the criteria given an equal weighting; the three criteria related to organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue) and free cash flow; strict targets were set over the entire plan period (the year of p allotment and the two following years). These targets were at least equal to any guidance targets disclosed to the financial market or, for targets expressed as a range, at least the minimum level of the guidance range disclosed; the target achievement rate for each of the three plans was 66.1%, 63.5% and 63.5%, respectively; The Chief Executive Officer, Vincent Paris, was subject to the p same rules as all the other recipients under these plans. However, the Board of Directors decided that he must retain at least 50% of the shares allocated to him under these plans throughout his entire term of office; Vincent Paris agreed not to hedge any performance shares until p the applicable holding period had expired. Should the Board of Directors choose to diverge from its prior practice, as set out above, at the time of any decision to implement such a plan, it shall justify the reasons for doing so in the Universal Registration Document. In a context still characterised by major uncertainties, the achievement of the ambitious medium-targets targets set by the Group requires a very precise determination of targets and the relative weighting of each of the criteria. It should be noted that, in accordance with the law, decisions regarding this matter are taken entirely independently by the Board of Directors, acting on a recommendation by the Compensation Committee after consulting with the Chief Executive Officer. The Chief Executive Officer does not take part in the Board of Directors’ discussions regarding this matter. You are asked to authorise the Board of Directors to allot free shares to employees of Sopra Steria and the Group, it being specified that the shares allotted will be either existing shares (treasury shares) or shares to be issued (new shares). This authorisation would be subject to an overall limit of 1% of the share capital; as a guide, this would equate to 205,477 shares on the basis of the current share capital. In accordance with the recommendations of the AFEP-MEDEF Code, free shares awarded to the Company’s Chief Executive Officer are limited to 5% of the total maximum number of free shares that may be awarded, i.e. 0.05% of the share capital.
SOPRA STERIA NOTICE OF MEETING 2021
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