SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

2017 CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

5.4. Share-based payments and related items

5.4.1. Exercise of share subscription options No expenses were recognised in 2017 in respect of share subscription option plans. There are no options remaining to be exercised under the plans in force at 31 December 2017. In 2017, 5,000 options were exercised under Plan 7 approved by the General Meeting of 10 May 2011 (grant date: 20 October 2011). 5.4.2. Free performance share award plans Expenses related to free share plans totalled €4.8 million (compared with €2.1 million in 2016).

The cost of the benefits granted to employees under stock option, free performance share and employee share ownership plans, which amounted to €21.2 million in 2017 (€12.1 million in 2016), is charged to Profit from recurring operations . It consists of a charge of €16.9 million corresponding to the benefits granted to employees (including €12.1 million in respect of the We Share 2017 employee share ownership plan and €4.8 million in respect of free performance share plans), social security payments of €3.9 million relating to these plans and management costs of €0.4 million.

Information on the rules of the various free share award plans is set out below:

Former Steria plans

Sopra Steria plans

Plan 12

Plan 13

June 2016 plan February 2017 plan

Date granted by General Management and/or the Board of Directors Number of shares that may be granted in Steria shares (former Steria plans) or Sopra Steria Group shares (former Sopra plan) Exchange ratio between Sopra Steria and Steria shares:

17 September 2013

15 October 2014

24 June 2016

24 February 2017 *

151,900

79,500

88,500

109,000 *

Number of Steria shares for 1 Sopra Steria share

4

4

Not applicable

Not applicable

1 January 2013 to 31 December 2015

1 January 2015 to 31 December 2016

1 January 2016 to 31 December 2018

1 January 2017 to 31 December 2019

Performance measurement period

24 June 2016 to 31 March 2019 inclusive

24 February 2017 to 31 March 2020 inclusive*

3 years (French grantees) 3 years (French grantees)

Vesting period

4 years (other grantees)

4 years (other grantees)

2 years (French grantees) 2 years (French grantees)

None

None

Mandatory holding period following the grant of shares

None (other grantees)

None (other grantees) 1) Change in Sopra Steria Group’s consolidated revenue in 2015 and 2016 2) Level of the Group’s operating profit on business activity in 2015 and 2016

1) Average revenue growth in 2013, 2014 and 2015 2) Average operating margin in 2013, 2014 and 2015

1) Consolidated revenue growth in 2016, 2017 and 2018 2) Level of consolidated operating profit on business activity in 2016, 2017 and 2018 3) Level of consolidated free cash flow in 2016, 2017 and 2018

1) Consolidated revenue growth in 2017, 2018 and 2019 2) Level of consolidated operating profit on business activity in 2017, 2018 and 2019 3) Level of consolidated free cash flow in 2017, 2018 and 2019

Criteria are applied separately according to the type of grantee

Performance conditions stipulated in the plan Number of potential shares that could have been granted as at 1 January 2017 Number of shares granted in 2017

25,392 23,364

59,100 20,200

88,500

- -

-

152

SOPRA STERIA REGISTRATION DOCUMENT 2017