2021 Universal Registration Document

3 CORPORATE GOVERNANCE Compensation policy

The Board of Directors has decided to structure his compensation as follows:

Criteria

Type

% of AVC*

% of AFC*

One or more targets One or more targets

Quantifiable Qualitative

75% 25%

45% 15% 60%

TOTAL

100%

AVC: Annual variable compensation; AFC: Annual fixed compensation. *

The portion linked exclusively to the achievement of qualitative targets reflects a desire to take into account the context of Cyril Malargé's taking office as well as medium-term targets (relating to the Group’s organisation and the social and environmental implications of its business activities). For 2022, the targets associated with the variable compensation of the Chief Executive Officer were approved as follows:

Criteria

Type

% of AVC*

% of AFC*

Operating margin on business activity

Quantifiable Quantifiable

45.0% 30.0% 75.0%

27.0% 18.0% 45.0%

Organic revenue growth

Subtotal: Quantifiable criteria

Qualitative targets related to the assumption of duties as Chief Executive Officer Progress towards meeting the target of increasing the proportion of women in senior management positions by 2025 Progress towards meeting the target for reducing direct GHG (1) emissions per employee (SBTi III) (2)

Qualitative

15%

9.0%

Qualitative

5%

3.0%

Qualitative

5%

3.0%

Subtotal: Qualitative criteria

25.0%

15.0% 60.0%

TOTAL

100.0%

AVC: Annual variable compensation; AFC: Annual fixed compensation. *

The specific quantifiable target values are not disclosed in advance for confidentiality reasons and so as not to interfere with financial communications. Targets are set at levels that are designed to be both demanding and motivating. They aim to help the Group meet – and if possible exceed – its targets. Based on the targets adopted, an amount equivalent to 60% of the annual fixed compensation cannot be exceeded. Even so, in the event of an outstanding performance relative to the quantifiable targets, the Board of Directors may, after consulting the Compensation Committee, authorise the integration of targets being exceeding, subject to the cap on annual variable compensation set at 100% of annual fixed compensation. Effective payment of the Chief Executive Officer’s variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting.

Conversely, the Board of Directors may consider that the Group’s performance does not merit payment of variable compensation in respect of the financial year in question. That being the case, it does not take into account the extent to which qualitative targets have been met. It proposes to the shareholders that no variable compensation be paid in respect of that financial year. Lastly, in the event of exceptional circumstances (such as an exogenous shock) leading to the suspension of the normal system of variable compensation for employees and Executive Committee members, the Compensation Committee would review the situation of the Chief Executive Officer. It could recommend to the Board of Directors that it ask the shareholders at the General Meeting to approve an improvement to the Chief Executive Officer’s variable compensation if that would serve the Company’s interests, subject to an upper limit of 60% of his annual fixed compensation.

GHG: Greenhouse gas (1) SBTi : Science Based Targets initiative (2)

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021