Sopra Steria // 2022 CONVENING NOTICE
3 DRAFT RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING Presentation of resolutions
Capital increases as consideration for in-kind contributions b. (Resolutions 24 and 25) The delegations of authority provided for in Resolutions 24 and 25 would allow the Board of Directors to decide to carry out capital increases, without pre-emptive rights for shareholders, in consideration for contributions in kind or under a public exchange offer. The Board of Directors’ ability to do so would, nonetheless, be capped at: 10% of the share capital (statutory limit) for the purpose of p providing consideration for contributions in kind (Resolution 24); 10% of the share capital in consideration for contributions of p shares in a company whose shares are admitted to trading on a regulated market in connection with a public exchange offer (Resolution 25). These delegations of authority would be granted for a period of twenty-six months and would replace and supersede the delegations with the same purpose dated 9 June 2020. Upper limits on issues giving access to the share capital c. (Resolutions 19 to 25) The capital increases would be subject to the following upper limits: 50% of the share capital, when the transaction involves, p immediately or in the future, an issue of Sopra Steria Group shares [Limit A1], together with a sub-limit of 10% of the share capital for capital increases without pre-emptive subscription rights or without a priority right for shareholders [Limit A2], with Limit A2 raised to 20% of the share capital in the event that a priority right is implemented; 2 billion if the transaction involves an issue of debt securities p (DS) carrying entitlement in the future to Sopra Steria Group shares [Limit DS].
Even so, without exceeding the upper limit of 10% of the shares making up the share capital, the Board of Directors may set the issue price (Resolution 22), which must be at least equal to the lowest of the following (which may be subject to a maximum discount of 10% in each of the four cases): the average volume-weighted share price on the regulated (i) market of Euronext Paris over a maximum period of six months preceding the beginning of the offering period; the average volume-weighted share price on the regulated (ii) market of Euronext Paris for the trading day preceding the beginning of the offering period; the average volume-weighted share price on the regulated (iii) market of Euronext Paris calculated for the day on which is the issue price is set; or the last known closing price of the share before the beginning (iv) of the offering period. Resolution 23 delegates authority to the Board of Directors to increase the number of shares to be issued in the event that subscription demand outstrips supply for each issue, with (Resolution 19) or without (Resolutions 20 and 21) pre-emptive subscription rights for existing shareholders (overallotment option). This programme, which is subject to a legal framework, gives the Board of Directors the option of carrying out additional capital increases on terms and conditions identical to the original issue should demand from shareholders, the general public or the relevant investors, as appropriate, outstrip supply. These delegations of authority would be granted for a period of twenty-six months and would replace and supersede the delegations with the same purpose dated 9 June 2020.
The various limits are summarised in the table below:
Resolutions
Capital increases with pre-emptive subscription rights (Resolution 19) Capital increases without pre-emptive subscription rights through one or more public offerings other than those referred to in Article L. 411-2 1° of the French Monetary and Financial Code, with or without a priority right (Resolution 20) Capital increases without pre-emptive subscription rights by way of a public offering pursuant to Article L. 411-2 1° of the French Monetary and Financial Code (Resolution 21), limited to 10% of the share capital per year Issues without pre-emptive subscription rights as consideration for in-kind contributions (Resolution 24) Issues without pre-emptive subscription rights as consideration for securities tendered to a public exchange offer (Resolution 25)
Overallotment option (Resolution 23), subject to an upper limit of 15% of the size of the initial issue
“Limit A2” of 10% of the share capital on the day of issuance, reduced to 20% of the share capital if a priority right is applied
“Limit A1” of 50% of the share capital at the date of issuance (Resolution 19)
N/A
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SOPRA STERIA NOTICE OF MEETING 2022
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