SOP Sopra Steria Group

Regulatory News:

The Combined General Meeting of Sopra Steria Group (Paris:SOP) 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

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 represented at the meeting

81.90%

Number of votes in attendance or represented:

22,232,785

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

Resolution

Type

Vote Time

Votes valid for majority

Votes not valid for majority

Presents & Represented

Shares valid for majority

Excluded voting rights

State of adoption

For

%

Against

%

Abstain

Invalid

Not voted

Shares

Votes

For + Against

% of shares capital

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

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240521515957/en/

Investor Relations - Sopra Steria Group Olivier Psaume investors@soprasteria.com +33.1.40.67.68.16

Press Relations - Image Sept Caroline Simon caroline.simon@image7.fr +33.1.53.70.74.65