Sopra Steria - 2021 Combined General meeting

3 SUMMARY OF RESOLUTIONS

Proposed resolutions agreed by the Board of Directors

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 of 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 this report. Resolution 6 (Approval of the fixed, variable and exceptional items 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 Mr 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 of 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 Mr Vincent Paris in his capacity as Chief Executive Officer and as presented in this 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 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. 22-10-8 of the French Commercial Code, and after having reviewed the Report on corporate governance of 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.

Resolution 8 (Approval of the compensation policy for the Chief Executive Officer, as presented in the Report on corporate governance pursuant to Article L. 22-10-8 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. 22-10-8 of the French Commercial Code, and after having reviewed the Report on corporate governance of the Board of Directors, approve the compensation policy for the Chief Executive Officer, for his term of office and as presented in the Report on corporate governance. Resolution 9 (Approval of the compensation policy for the Directors, as presented in the Report on corporate governance pursuant to Article L. 22-10-8 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. 22-10-8 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 Directors for their term of office as presented in the Report on corporate governance. Resolution 10 (Decision setting the total amount of compensation awarded to Directors for their service, as referred to in Article L. 225-45 of the French Commercial Code, at €500,000) The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, resolve, pursuant to Article L. 225-45 of the French Commercial Code, to set the aggregate compensation paid to the Directors for their service, to be allocated by the Board, at €500,000 in respect of the current year. Resolution 11 (Appointment of Mrs Astrid Anciaux as Director representing employee shareholders for a term of office of four years) The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, resolve, on the recommendation of the Board of Directors and as provided for in Article 14 of the Company’s Articles of Association, to appoint Mrs Astrid Anciaux as a new Director for a term of office of four years ending at the close of the General Meeting to be called to approve the financial statements for the year ending 31 December 2024. Resolution 12 (Authorisation granted to the Board of Directors, for a period of 18 months, to allow the Company to buy back its own shares pursuant to Article L. 22-10-62 of the French Commercial Code) The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Report of the Board of Directors, in accordance with the provisions of Articles L. 22-10-62 et seq. of the French Commercial Code, EU regulations on market abuse, and Title IV, Book II of the General Regulation of the Autorité des Marchés Financiers (AMF) as well as its implementing instructions:

86

SOPRA STERIA NOTICE OF MEETING 2021

Made with FlippingBook - professional solution for displaying marketing and sales documents online