from SOPRA GROUP (EPA:SOP)
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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
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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
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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. 2210-9 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 |
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
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 80.47% | ||||||
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 | 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 79.96% | ||||||
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 | 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 80.49% | ||||||
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 | 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 80.49% | ||||||
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 | 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 80.49% | ||||||
26 | Delegation of authority to be granted to the Board of Directors to increase, with or without preemptive 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 | 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 80.49% | ||||||
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 | 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 80.49% | ||||||
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 | 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.