2021 Universal Registration Document

3 CORPORATE GOVERNANCE

Departures from the guidelines set forth in the AFEP-MEDEF Code

Departures from the guidelines set forth 4. in the AFEP-MEDEF Code

At its meeting of 23 February 2022, the Board of Directors noted the following departures from the guidelines set forth in the AFEP-MEDEF Code after hearing the report of the Nomination, Governance, Ethics and Corporate Responsibility Committee:

Recommendations in the AFEP-MEDEF Code

Sopra Steria Group practices and rationale

Operation of the Board of Directors Recommendation 11.3.

During financial year 2021, no meetings of the Board of Directors were held fully in the absence of the Chief Executive Officer. The Chief Executive Officer is not a Director. He does not take part in discussions on the evaluation of his performance, the setting of his targets or his compensation in general. The Board of Directors has not, to date, fixed the number of shares that must be held and registered in the name of the Chairman of the Board of Directors who co-founded of the Company. Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family group make up more than 10% of the Company’s share capital; By way of an exception to the AFEP-MEDEF Code, the Chief Executive Officer’s employment p contract was not terminated. This contract remained in abeyance until the end of his term of corporate office. The recommendation in this article applies to the Chairman and the Chief Executive Officer, but not to the Deputy Chief Executive Officers. Hired on 27 July 1987 following his graduation from the École Polytechnique, Vincent Paris p has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. He initially spent over 26 years as an employee of the Group. As part of the tie-up with Groupe Steria and as its integration was being completed, he was appointed Deputy Chief Executive Officer in January 2014, then Chief Executive Officer in April 2014, once again Deputy Chief Executive Officer in September 2014 and finally Chief Executive Officer again in March 2015. The criteria used to determine and structure his variable compensation remained very similar to those used for the Company’s senior managers. No commitments have been entered into by the Company with regard to severance pay, a p non-compete payment or a supplementary pension plan for Vincent Paris. Vincent Paris is not a member of the Board of Directors. His employment contract has been in abeyance since his first appointment as Deputy Chief Executive Officer. Vincent Paris’ employment contract resumed at the end of his term of corporate office and p will entitle him to claim retirement bonuses or termination benefits, if applicable. Mr Paris’s employment contract is a standard Sopra Steria Group employment contract p identical to that signed by Group employees and governed by the Syntec collective bargaining agreement with no special provisions or notice period adjustment, even concerning termination or a change in position. No special payments are provided for. As things stand, only standard legal rights ( droit commun ) would apply upon termination of the employment contract. The same decision was made in respect of Cyril Malargé, who succeeded Vincent Paris as p Chief Executive Officer with effect from 1 March 2022 and whose position was very similar to that of Mr Paris at the time he was appointed. Cyril Malargé has been with the Group for almost 20 years. In light of his career within the Group, his length of service, his circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. Any decision to terminate his employment contract would also necessitate compensation. On the other hand, any disadvantages of holding Cyril Malargé’s employment contract in abeyance until his term of office expires have not been identified. Should his contract be reinstated, he would be entitled to claim retirement bonuses or termination benefits, as applicable. The employment contract in abeyance is a standard Sopra Steria Group employment contract identical to that signed by Group employees and governed by the Syntec collective bargaining agreement with no special provisions or notice period adjustment, even concerning termination or a change in position. No special payments are provided for. As things stand, only standard legal rights ( droit commun ) would apply upon termination of the employment contract.

Status of and compensation payable to company officers Recommendation 23.

Recommendation 22.1.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021