SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

ADDITIONAL INFORMATION General Meetings

The Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the Company. He/she represents the Company in its dealings with third parties. He/she chairs the Group’s Executive Committee. The Chief Executive Officer exercises his/her powers within the limits of the corporate purpose, all applicable laws, the Articles of Association and these internal rules and regulations. The Chief Executive Officer is also responsible for providing the Board of Directors and all its committees with any information they may require and for implementing all decisions taken by the Board. Conditions for the exercise of the Chief Executive Officer’s prerogative powers The Chief Executive Officer works closely with the Chairman of the Board of Directors to ensure open lines of communication at all times between the Board of Directors and Executive Management. He/she also keeps the Chairman informed of the Group’s circumstances and any decisions being considered whenever they are likely to have a significant impact on the conduct of business activities. The types of decisions identified in this section require the prior authorisation of the Board of Directors, or of the Chairman whenever the Board delegates its powers to him/her in this respect, under the ARTICLE 25 OF THE ARTICLES OF ASSOCIATION – GENERAL MEETINGS General Meetings are convened and held under the conditions laid down by the law. The decisions collectively made by the shareholders shall be taken in General Meetings characterised either as Ordinary General Meetings, Extraordinary General Meetings or Special General Meetings depending on the nature of the decision to be taken. Special General Meetings are called for the holders of shares of a given category to decide upon any changes to the rights attached to shares in this category. The decisions taken by General Meetings are binding for all the shareholders, including absentee and dissenting shareholders and those lacking legal capacity. ARTICLE 26 OF THE ARTICLES OF ASSOCIATION – VENUE AND PROCEDURE FOR CONVENING GENERAL MEETINGS General Meetings shall be convened by the Board of Directors. Failing this, they may also be convened by the Statutory Auditors or by a court-appointed agent, in accordance with the law. General Meetings shall take place at the registered office or in any other place specified in the convening notice. General Meetings shall be convened by means of a notice published either in a journal authorised to publish legal announcements in the area where the registered office is located, or in the Bulletin des annonces légales obligatoires (BALO, the French journal of official legal announcements), at least two weeks before the General Meeting. However, if all the shares are registered, these announcements are not mandatory, and the General Meeting may be convened by giving notice to each shareholder by registered letter, at the Company’s expense. 4. General Meetings

conditions defined by the Board. The Chairman must report to the Board of Directors on any authorisations given by him/her in connection with these delegations. These decisions are prepared and discussed in advance by the Chief Executive Officer and the Chairman of the Board of Directors. Under the aforementioned conditions, the decisions requiring prior approval by the Board of Directors are those that are highly strategic in nature or that are likely to have a significant impact on the financial position or commitments of the Company or any of its subsidiaries, and in particular decisions falling into two main categories, as listed below: p decisions relating to strategy implementation: • adaptation of the Group’s business model, • the acquisition or disposal of companies or businesses, for transactions in amounts greater than €10 million, • any investment or divestment decision in an amount greater than €10 million, • entering into strategic alliances; p decisions relating to organisational matters: • the appointment or dismissal of any member of the management team (Executive Committee members), • any significant change in the organisation. At least 35 days before each shareholders’ meeting, the Company shall publish in the “Bulletin des Annonces Légales Obligatoires” the notice required by Article R. 225-73 of the French Commercial Code. Shareholders who have held registered shares for at least one month on the date a convening notice is published shall be invited to attend the General Meeting by ordinary letter. However, they may give the Company a written authorisation to send these notifications by electronic mail instead of by letter. In this case, they must communicate their electronic address to the Company. They may, at any time, by registered letter, request that the Company send notifications by letter instead. Shareholders may also ask to be notified of any General Meeting by registered letter if they have forwarded to the Company the amount necessary to cover the cost of sending such a letter. When business cannot be conducted at a General Meeting because of the lack of the required quorum, a second General Meeting, and an adjourned second General Meeting, if necessary, shall be convened with at least six days’ notice, in the same way as the first. The notice and the letters inviting the shareholders to this second General Meeting shall feature the date and agenda of the first General Meeting. If the Meeting is postponed by court decision, the court may set an alternative date. The notice and letters convening the Meeting must contain all the information required by law. ARTICLE 27 OF THE ARTICLES OF ASSOCIATION – AGENDA The agenda for the General Meeting is decided by the person(s) convening the Meeting. One or more shareholders representing at least the portion of share capital required by law and acting in accordance with legal requirements and time periods, may request that specific items of business or draft resolutions be added to the General Meeting’s agenda.

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SOPRA STERIA REGISTRATION DOCUMENT 2017