Sopra Steria Group’s Combined General Meeting: Wednesday, 1st June 2022

Rhea-AI Summary

The Combined General Meeting of Sopra Steria Group shareholders took place on June 1, 2022, with 1,323 shareholders representing 80.09% of voting rights. All 29 proposed resolutions were approved, including the financial statements for 2021 and compensation policies for directors. A total of 21,836,621 votes were cast, with the majority of resolutions receiving over 99% support. Notably, the meeting authorized the Board to increase share capital and issue shares without pre-emptive rights. The approved financial measures indicate continued strong governance and shareholder confidence.

Positive

• All 29 resolutions approved, reflecting strong shareholder support.
• 99%+ approval for key financial measures, indicating confidence in management.
• Authorization for share capital increase could enhance financial flexibility.

Negative

• 34.8% of votes against CEO's compensation policy suggests shareholder concerns.

PARIS--(BUSINESS WIRE)-- Regulatory News:

The Combined General Meeting of Sopra Steria Group (Paris:SOP) shareholders took place in Paris today, 1^st June 2022 and was chaired by Pierre Pasquier, Chairman of Sopra Steria Group.

All 29 resolutions submitted by the Board were approved.

The results of the vote on the 29 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.

Total number of shares:		20,547,701
Number of shares with voting rights:		20,527,696
Number of shareholders in attendance or being represented:		1,323
Percentage of shares held by shareholders in attendance or being represented at the meeting		80.09%
Number of votes in attendance or represented :		21,836,621

Resolution		Type	Vote Time	Valid for majority						Votes not valid for majority (Abstain+Invalid+Not voted)	Presents & Represented		% of shares capital		Excluded voting rights	State of adoption
				For	%		Against	%			Shares	Votes
1	Approval of the parent company financial statements for financial year 2021	Ordinary	01/06/2022 15:28:03	21,801,387	99.944	%	12,163	0.056	%	32,551	16,446,048	21,846,101	80.04	%	0	Carried
2	Approval of the consolidated financial statements for financial year 2021	Ordinary	01/06/2022 15:28:36	21,801,507	99.945	%	12,045	0.055	%	32,549	16,446,048	21,846,101	80.04	%	0	Carried
3	Appropriation of earnings for financial year 2021 and setting of the dividend	Ordinary	01/06/2022 15:29:10	21,843,847	99.999	%	160	0.001	%	2,094	16,446,048	21,846,101	80.04	%	0	Carried
4	Approval of the report on the compensation of company officers relating to the disclosures mentioned in Article L. 22-10-9 I of the French Commercial Code	Ordinary	01/06/2022 15:29:41	21,005,135	96.362	%	793,048	3.638	%	47,918	16,446,048	21,846,101	80.04	%	0	Carried

Resolution		Type	Vote Time	Valid for majority						Votes not valid for majority (Abstain+Invalid+Not voted)	Presents & Represented		% of shares capital		Excluded voting rights	State of adoption
				For	%		Against	%			Shares	Votes
5	Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid or allotted to Pierre Pasquier, Chairman of the Board of Directors, in respect of financial year 2021	Ordinary	01/06/2022 15:30:11	21,348,612	97.914	%	454,921	2.086	%	42,568	16,446,048	21,846,101	80.04	%	0	Carried
6	Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid or allotted to Vincent Paris, Chief Executive Officer, in respect of financial year 2021	Ordinary	01/06/2022 15:30:41	14,233,147	65.163	%	7,609,357	34.837	%	3,597	16,446,048	21,846,101	80.04	%	0	Carried
7	Approval of the compensation policy for the Chairman of the Board of Directors	Ordinary	01/06/2022 15:31:12	21,348,061	97.910	%	455,599	2.090	%	42,441	16,446,048	21,846,101	80.04	%	0	Carried
8	Approval of the compensation policy for the Chief Executive Officer	Ordinary	01/06/2022 15:31:41	20,013,865	91.629	%	1,828,406	8.371	%	3,830	16,446,048	21,846,101	80.04	%	0	Carried
9	Approval of the compensation policy for Directors for their service	Ordinary	01/06/2022 15:32:13	21,799,088	99.985	%	3,242	0.015	%	43,771	16,446,048	21,846,101	80.04	%	0	Carried
10	Decision setting the total amount of compensation awarded to Directors for their service at €500,000 per financial year	Ordinary	01/06/2022 15:32:43	21,815,668	99.981	%	4,066	0.019	%	26,367	16,446,048	21,846,101	80.04	%	0	Carried
11	Renewal of the directorship of André Einaudi for a term of office of four years	Ordinary	01/06/2022 15:33:14	21,630,014	99.203	%	173,740	0.797	%	42,347	16,446,048	21,846,101	80.04	%	0	Carried
12	Renewal of the directorship of Michael Gollner for a term of office of one year	Ordinary	01/06/2022 15:33:43	21,727,879	99.475	%	114,566	0.525	%	3,656	16,446,048	21,846,101	80.04	%	0	Carried

Resolution		Type	Vote Time	Valid for majority						Votes not valid for majority (Abstain+Invalid+Not voted)	Presents & Represented		% of shares capital		Excluded voting rights	State of adoption
				For	%		Against	%			Shares	Votes
13	Renewal of the directorship of Noëlle Lenoir for a term of office of four years	Ordinary	01/06/2022 15:34:13	20,944,353	96.060	%	859,011	3.940	%	42,737	16,446,048	21,846,101	80.04	%	0	Carried
14	Renewal of the directorship of Jean-Luc Placet for a term of office of two years	Ordinary	01/06/2022 15:34:44	20,363,985	93.232	%	1,478,290	6.768	%	3,826	16,446,048	21,846,101	80.04	%	0	Carried
15	Appointment of Yves de Talhouët as a Director for a term of office of three years	Ordinary	01/06/2022 15:35:14	21,835,613	99.969	%	6,846	0.031	%	3,642	16,446,048	21,846,101	80.04	%	0	Carried
16	Renewal of the appointment of ACA Nexia as Principal Statutory Auditor	Ordinary	01/06/2022 15:35:45	16,983,303	77.749	%	4,860,527	22.251	%	2,271	16,446,048	21,846,101	80.04	%	0	Carried
17	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	01/06/2022 15:36:14	21,812,919	99.961	%	8,517	0.039	%	24,665	16,446,048	21,846,101	80.04	%	0	Carried
18	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	01/06/2022 15:36:47	21,682,212	99.309	%	150,776	0.691	%	3,633	16,441,308	21,836,621	80.02	%	0	Carried
19	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	01/06/2022 15:37:16	21,212,090	97.153	%	621,546	2.847	%	2,985	16,441,308	21,836,621	80.02	%	0	Carried

Resolution		Type	Vote Time	Valid for majority						Votes not valid for majority (Abstain+Invalid+Not voted)	Presents & Represented		% of shares capital		Excluded voting rights	State of adoption
				For	%		Against	%			Shares	Votes
20	Delegation of authority to be granted to the BoD to issue ord. shares and/or other sec. giving access to the Company’s capital and/or the capital of its subsidiaries, through public offerings (excluding offerings pursuant to §1 Art. L411-2, MFC), without PSR,subject to an upper limit of 20% of Company’s capital, or 10% where no priority is granted	Extraordinary	01/06/2022 15:37:45	20,359,688	93.259	%	1,471,691	6.741	%	5,242	16,441,308	21,836,621	80.02	%	0	Carried
21	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 the share capital of its subsidiaries, by means of a public offering provided for under §1 Art. L. 411-2, MFC, without PSR, subject to an upper limit of 10% of the Company’s share capital per year	Extraordinary	01/06/2022 15:38:19	20,043,542	91.804	%	1,789,482	8.196	%	3,597	16,441,308	21,836,621	80.02	%	0	Carried

Resolution		Type	Vote Time	Valid for majority						Votes not valid for majority (Abstain+Invalid+Not voted)	Presents & Represented		% of shares capital		Excluded voting rights	State of adoption
				For	%		Against	%			Shares	Votes
22	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 the capital of its subsidiaries, subject to an upper limit of 10% of the Company’s share capital in connection with a capital increase without pre-emptive subscription rights	Extraordinary	01/06/2022 15:38:52	20,416,378	93.515	%	1,415,930	6.485	%	4,313	16,441,308	21,836,621	80.02	%	0	Carried
23	Delegation of authority to be granted to the Board of Directors to increase, with or without pre-emptive 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	01/06/2022 15:39:20	19,886,029	91.086	%	1,946,092	8.914	%	4,500	16,441,308	21,836,621	80.02	%	0	Carried
24	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 capital of its subsidiaries, 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	01/06/2022 15:39:52	21,235,307	97.257	%	598,877	2.743	%	2,437	16,441,308	21,836,621	80.02	%	0	Carried

Resolution		Type	Vote Time	Valid for majority						Votes not valid for majority (Abstain+Invalid+Not voted)	Presents & Represented		% of shares capital		Excluded voting rights	State of adoption
				For	%		Against	%			Shares	Votes
25	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, without PSR, in consideration for instruments tendered to a public exchange offer, subject to an upper limit of 10% of the Company’s share capital	Extraordinary	01/06/2022 15:40:25	21,636,939	99.100	%	196,514	0.900	%	3,168	16,441,308	21,836,621	80.02	%	0	Carried
26	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	01/06/2022 15:40:58	21,797,049	99.832	%	36,643	0.168	%	2,929	16,441,308	21,836,621	80.02	%	0	Carried
27	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 related 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	01/06/2022 15:41:31	20,577,503	94.253	%	1,254,781	5.747	%	4,337	16,441,308	21,836,621	80.02	%	0	Carried
28	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 a related company, subject to enrolment in a company savings plan, up to a maximum of 2% of the share capital	Extraordinary	01/06/2022 15:42:03	21,283,867	97.478	%	550,623	2.522	%	2,131	16,441,308	21,836,621	80.02	%	0	Carried
29	Powers granted to carry out all legal formalities	Ordinary	01/06/2022 15:42:32	21,843,304	99.997	%	605	0.003	%	2,192	16,446,048	21,846,101	80.04	%	0	Carried

End.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220601006320/en/

Investor Relations - Sopra Steria Group

Olivier Psaume

investors@soprasteria.com

+33.1.40.67.68.16

Press Relations - Image Sept

Caroline Simon / Simon Zaks

caroline.simon@image7.fr / szaks@image7.fr

+33.1.53.70.74.65 / +33.1.53.70.74.63

Source: Sopra Steria Group

FAQ

What were the results of Sopra Steria Group's shareholder meeting on June 1, 2022?

All 29 resolutions were approved with strong shareholder support.

How many shareholders attended Sopra Steria Group's meeting on June 1, 2022?

1,323 shareholders attended or were represented, holding 80.09% of voting rights.

What resolutions were approved at Sopra Steria Group's meeting on June 1, 2022?

Key approvals included financial statements for 2021 and compensation policies for directors.

What is the significance of the shareholder vote results for Sopra Steria Group?

The strong majority for resolutions indicates high shareholder confidence in management.

Was there any opposition to CEO Vincent Paris' compensation at Sopra Steria Group's meeting?

Yes, 34.8% of votes were against the compensation policy for the CEO.