Sopra Steria Group

AGM Information • May 21, 2024

Press Release

Sopra Steria Group's Combined General Meeting: Tuesday, 21st May, 2024

Paris, 21 May 2024, 7:00 p.m. - The Combined General Meeting of Sopra Steria Group shareholders took place in Paris today, and was chaired by Pierre Pasquier, Chairman of Sopra Steria Group.

All 34 resolutions submitted by the Board were approved.

The results of the vote on the 34 resolutions are presented hereafter. They are also available on the Group's website, in the investors / shareholders' meetings section: The results of the vote

Disclaimer

This document is a free translation into English of the original French press release. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.

Contacts

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon investors@soprasteria.com caroline.simon@image7.fr +33.1.40.67.68.16 +33.1.53.70.74.65

Total number of shares:	20,547,701
Number of shares with voting rights:	20,362,388
Number of shareholders in attendance or being represented:	1,800
Percentage of shares held by shareholders in attendance or being	81.90%
represented at the meeting
Number of votes in attendance or represented:	22,232,785

Resolution				Votes valid for majority		Votes not valid for majority			Presents & Represented		Shares valid for majority	Excluded voting	State of
		Type	Vote Time	For	%	Against	%		Abstain Invalid	Not voted	Shares	Votes		% of shares capital	rights	adoption
1	Approval of the parent company financial statements for financial year 2023		Ordinary 21/05/2024 15:38:11	22,186,092	99.96%	9,983	0.04%	35,551	0			1,159 16,673,837 22,232,785 16,502,719		80.31%	0	Carried
	2 Granting of final discharge to the Board of Directors		Ordinary 21/05/2024 15:38:33	18,158,796		82.58% 3,831,607 17.42% 241,601			0			781 16,673,837 22,232,785 16,297,823		79.32%	0	Carried
	3 Approval of the consolidated financial statements for financial year 2023		Ordinary 21/05/2024 15:38:53	22,180,844	99.93%	15,455	0.07%	35,726	0			760 16,673,837 22,232,785 16,502,720		80.31%	0	Carried
	4 Appropriation of earnings for financial year 2023 and setting of the dividend		Ordinary 21/05/2024 15:39:15	22,229,674 >99,99%			1,779 <0,01%	562	0			770 16,673,837 22,232,785 16,537,789		80.48%	0	Carried
5	Approval of disclosures relating to the compensation of company officers mentioned in Section I of Article L. 22- 10-9 of the French Commercial Code, in accordance with Section I of Article L. 22-10-34 of the French Commercial Code		Ordinary 21/05/2024 15:39:38	22,073,425	99.29%	157,052	0.71%	1,548	0			760 16,673,837 22,232,785 16,536,724		80.48%	0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon investors@soprasteria.com caroline.simon@image7.fr +33.1.40.67.68.16 +33.1.53.70.74.65

	Resolution			Votes valid for majority	Votes not valid for majority				Presents & Represented	Shares valid for majority		Excluded	State of
			Vote Time	For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights	adoption
6	Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the financial year ended 31 December 2023 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors		Ordinary 21/05/2024 15:40:03	21,913,688 98.59% 314,455 1.41%				3,856	0			786 16,673,837 22,232,785 16,535,632		80.47%	0	Carried
7	Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the financial year ended 31 December 2023 or allotted in respect of that period to Cyril Malargé, Chief Executive Officer		Ordinary 21/05/2024 15:40:26	21,964,168 98.81% 263,896 1.19%				3,930	0			791 16,673,837 22,232,785 16,535,597		80.47%	0	Carried
8	Approval of the compensation policy for the Chairman of the Board of Directors		Ordinary 21/05/2024 15:40:46	21,896,653 98.50% 333,068 1.50%				2,280	0			784 16,673,837 22,232,785 16,536,492		80.48%	0	Carried
	9 Approval of the compensation policy for the Chief Executive Officer		Ordinary 21/05/2024 15:41:08	20,814,530 95.80% 912,639 4.20% 504,852					0			764 16,673,837 22,232,785 16,037,402		78.05%	0	Carried
	10 Approval of the compensation policy for Directors for their service		Ordinary 21/05/2024 15:41:28	22,219,849 99.96%			9,843 0.04%	2,233	0			860 16,673,837 22,232,785 16,536,537		80.48%	0	Carried
11	Decision setting the total annual amount of compensation awarded to Directors for their service at €700,000		Ordinary 21/05/2024 15:41:50	22,212,157 99.92%			17,872 0.08%	1,996	0			760 16,673,837 22,232,785 16,536,771		80.48%	0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63

Resolution						Votes valid for majority			Votes not valid for majority			Presents & Represented	Shares valid for majority		Excluded	State of adoption
		Type	Vote Time	For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights
12	Reappointment of Pierre Pasquier as a Director	Ordinary	21/05/2024 15:42:12	19,005,895	85.92%	3,113,296	14.08%	112,774	0	820	16,673,837	22,232,785	16,429,354	79.96%	0	Carried
13	Reappointment of Éric Pasquier as a Director	Ordinary	21/05/2024 15:42:31	21,313,130	95.93%	905,324	4.07%	7,371	0	6,960	16,673,837	22,232,785	16,533,798	80.47%	0	Carried
14	Reappointment of Sopra GMT as a Director	Ordinary	21/05/2024 15:42:53	19,634,465	88.36%	2,587,651	11.64%	9,905	0	764	16,673,837	22,232,785	16,532,896	80.46%	0	Carried
15	Reappointment of Éric Hayat as a Director	Ordinary	21/05/2024 15:43:13	19,409,592	87.32%	2,817,579	12.68%	4,659	0	955	16,673,837	22,232,785	16,536,658	80.48%	0	Carried
16	Reappointment of Marie-Hélène Rigal-Drogerys as a Director	Ordinary	21/05/2024 15:43:34	21,870,337	98.86%	252,521	1.14%	108,969	0	958	16,673,837	22,232,785	16,431,677	79.97%	0	Carried
17	Appointment of KPMG SA as Joint Statutory Auditor	Ordinary	21/05/2024 15:43:58	21,851,865	98.34%	368,786	1.66%	4,450	0	7,684	16,673,837	22,232,785	16,535,504	80.47%	0	Carried
18	Appointment of ACA Nexia as Joint Sustainability Auditor	Ordinary	21/05/2024 15:44:20	21,989,549	98.93%	237,479	1.07%	4,819	0	938	16,673,837	22,232,785	16,535,265	80.47%	0	Carried
19	Appointment of Cabinet de Saint Front as Joint Sustainability Auditor	Ordinary	21/05/2024 15:44:42	22,217,543	99.94%	12,549	0.06%	1,555	0	1,138	16,673,837	22,232,785	16,536,928	80.48%	0	Carried
20	Authorisation to be granted to the Board of Directors to trade in the Company's shares up to a maximum of 10 % of the share capital	Ordinary	21/05/2024 15:45:04	22,209,571	99.98%	5,174	0.02%	17,257	0	783	16,673,837	22,232,785	16,521,028	80.40%	0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63

4/9

Resolution						Votes valid for majority	Votes not valid for majority				Presents & Represented	Shares valid for majority		Excluded	State of
		Type	Vote Time	For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights	adoption
21	Authorisation to be granted to the Board of Directors to retire any shares that the Company may have acquired and to reduce the share capital accordingly	Extraordinary 21/05/2024	15:45:30	22,064,559 99.23%		170,935 0.77%		1,593	0				760 16,676,368 22,237,847 16,539,223 80.49%		0	Carried
22	Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company's share capital and/or the share capital of its subsidiaries, with pre-emptive subscription rights for existing shareholders, subject to an upper limit of 50% of the Company's share capital	Extraordinary 21/05/2024	15:45:52	21,308,946 95.83%		926,404 4.17%		1,564	0				933 16,676,368 22,237,847 16,539,338 80.49%		0	Carried
23	Delegation of authority to be granted to the BoD to issue ordinary shares and/or other securities giving access to the Co.'s share capital and/or of its subsidiaries', thru public offerings (other than those of Art. L411-2 1° of the CMF), without preemptive subscription rights, capped to 20% of the Co.'s share capital, or 10% if no priority rights	Extraordinary 21/05/2024	15:46:15			20,480,883 92.11% 1,754,386 7.89%		1,778	0				800 16,676,368 22,237,847 16,539,436 80.49%		0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63

Resolution				Votes valid for majority		Votes not valid for majority		Presents & Represented		Shares valid for majority		Excluded	State of
		Type	Vote Time	For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights	adoption
24	Delegation of authority to be granted to the BoD to issue ordinary shares and/or other securities giving access to the Co.'s share capital and/or its subsidiaries' share capital, by a public offering provided under Art. L411-2 1° of the Monetary & Financial Code, without preemptive subscription rights, capped at 10% of the Co.'s share capital p.a.	Extraordinary 21/05/2024	15:46:43	20,554,128 92.45% 1,678,629 7.55%				4,114	0				976 16,676,368 22,237,847 16,539,446 80.49%		0	Carried
25	Delegation of authority to be granted to the BoD to determine the issue price for ordinary shares and/or other securities giving access to the Company's share capital and/or its subsidiaries' share capital, capped at 10% of the Company's share capital per year, in connection with a capital increase without pre-emptive subscription rights	Extraordinary 21/05/2024	15:47:08	20,403,507 91.76% 1,831,644 8.24%				1,300					0 1,396 16,676,368 22,237,847 16,539,586 80.49%		0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63

Resolution				Votes valid for majority				Votes not valid for majority			Presents & Represented		Shares valid for majority		Excluded	State of
		Type	Vote Time	For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights	adoption
26	Delegation of authority to be granted to the Board of Directors to increase, with or without pre emptive subscription rights for existing shareholders, the number of ordinary shares and/or other securities giving access to the Company's share capital to be issued, subject to an upper limit of 15% of the size of the initial issue	Extraordinary 21/05/2024	15:47:38			19,871,197 89.37% 2,364,075 10.63%		1,260	0				1,315 16,676,368 22,237,847 16,539,627 80.49%		0	Carried
27	Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company's share capital and/or its subsidiaries' share capital, without pre-emptive subscription rights, in consideration for contributions in kind, subject to an upper limit of 10% of the Company's share capital	Extraordinary 21/05/2024	15:48:05	21,721,193 97.74%		501,558	2.26%	1,327					0 13,769 16,676,368 22,237,847 16,539,555 80.49%		0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63

Resolution			Vote Time	Votes valid for majority				Votes not valid for majority				Presents & Represented	Shares valid for majority		Excluded	State of
		Type		For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights	adoption
28	Delegation of authority to be granted to the BoD to issue ordinary shares and/or other securities giving access to the Company's share capital and/or its subsidiaries' share capital, without pre-emptive subscription rights, in consideration for instruments tendered to a public exchange offer, capped at 10% of the Company's share capital	Extraordinary 21/05/2024	15:48:31	22,122,467 99.49%		112,742 0.51%		1,705	0			933 16,676,368 22,237,847 16,539,560 80.49%			0	Carried
29	Delegation of authority to be granted to the Board of Directors to increase the Company's share capital, through the capitalisation of premiums, reserves, earnings or any other item eligible for capitalisation	Extraordinary 21/05/2024	15:48:54	22,225,127 99.98%			4,290 0.02%	1,390				0 7,040 16,676,368 22,237,847 16,539,492 80.49%			0	Carried
30	Authorisation to be granted to the Board of Directors to allot existing or new free shares to employees and/or company officers of the Company and/or affiliated companies, subject to a cap of 1.1% of the share capital, entailing the waiver by the shareholders of their pre-emptive subscription right	Extraordinary 21/05/2024	15:52:00			21,202,923 95.42% 1,017,058 4.58%		17,102	0			764 16,676,368 22,237,847 16,539,471 80.49%			0	Carried

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63

Resolution			Vote Time	Votes valid for majority	Votes not valid for majority			Presents & Represented		Shares valid for majority		Excluded	State of
		Type		For	%	Against	%	Abstain Invalid		Not voted	Shares	Votes	For + Against	% of shares capital	voting rights	adoption
31	Delegation of authority to be granted to the Board of Directors to increase the Company's share capital, without pre-emptive subscription rights for existing shareholders, via issues to persons employed by the Company or by an affiliated company, subject to enrolment in a company savings plan, up to a maximum of 2% of the share capital	Extraordinary 21/05/2024	15:52:27	21,855,772	98.32%	374,096	1.68%	1,115					0 6,864 16,676,368 22,237,847 16,539,706 80.49%		0	Carried
32	Amendment to Article 14 of the Articles of Association concerning the method of appointing Directors representing the employees	Extraordinary 21/05/2024	15:52:52	22,229,301 >99,99%			1,562 <0,01%	3,410					0 3,574 16,676,368 22,237,847 16,538,254 80.49%		0	Carried
33	Amendment to Article 15 of the Articles of Association concerning the age limit for the Chairman of the Board of Directors	Extraordinary 21/05/2024	15:53:18	20,355,653		94.95% 1,083,076		5.05% 792,084					0 7,034 16,676,368 22,237,847 15,749,358 76.65%		0	Carried
	34 Powers granted to carry out formalities	Ordinary	21/05/2024 15:53:38	22,230,276 >99,99%			913 <0,01%	631	0				965 16,673,837 22,232,785 16,537,634 80.48%		0	Carried

End.

Contacts

Investor Relations - Sopra Steria Group Press Relations - Image Sept Olivier Psaume Caroline Simon / Simon Zaks +33.1.40.67.68.16 +33.1.53.70.74.65 / +33.1.53.70.74.63