SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

SOPRA STERIA GROUP AND THE STOCK MARKET Control

7. Control

7.1. Breakdown of voting rights At 31 December 2017:

7.3. Measures to govern the control exercised by Sopra GMT Various measures are in place to govern the effective control exercised by Sopra GMT: p the undertaking given by Sopra GMT under the shareholders’ agreement with Soderi not to exercise the double voting right attaching to its Sopra Steria Group shares to approve resolutions not adopted or authorised by the Board of Directors of Sopra Steria Group; p the separation of the functions of Chairman of the Board of Directors and Chief Executive Officer; p the adoption of the AFEP-MEDEF code as the Company’s corporate governance code; p the presence on the Board of Directors of seven Independent Directors, meeting all the independence criteria laid down in the AFEP-MEDEF code, two Directors from outside the group of shareholders acting in concert and two Directors representing the employees; p the composition of the specialist committees, which include a majority of Independent Directors (Audit Committee and Compensation Committee) or, at the very least, Directors from outside the group of shareholders acting in concert (Nomination, Ethics and Governance Committee); p periodic assessment by the Board of Directors of its ability to meet the shareholders’ expectations.

p the Group of shareholders acting in concert through the agreements referenced above, within which Sopra GMT, the Group’s holding company, is the main shareholder, held 33.2% of theoretical voting rights; p the holdings managed on behalf of employees represented 7.4% of theoretical voting rights. The average percentage of voting rights attaching to shares held by shareholders present or represented at Sopra Steria Group General Meetings since 2010 was approximately 83% in 2015, 87% in 2016 and 81% in 2017.

7.2. Members of the Board of Directors

The group of shareholders acting in concert held eight out of a total of nineteen seats on the Board of Directors at 31 December 2017 and at the date of this report: four Directors representing Sopra GMT, including the Chairman of the Board of Directors; one Director representing Soderi under the agreement between Sopra GMT and Soderi; and two other Directors who are also members of Soderi’s Board of Directors. Lastly, one Director represents the management under agreement with the founders. No other shareholders are specifically represented on the Board of Directors.

8. Share buyback programme

8.1. Implementation of the share buyback programme in 2017 This description of the implementation of the share buyback programme is given pursuant to Article L. 225-211 of the French Commercial Code. Through Resolution 12 of the Combined General Meeting of 13 June 2017, the shareholders renewed the authorisation granted to the Board of Directors to buy back the Company’s shares as set out in Article L. 225-209 of the French Commercial Code and the AMF’s General Regulation, for an 18-month period expiring 12 December 2018. During the year ended 31 December 2017, this share buyback programme was used as follows: 8.1.1. IMPLEMENTATION OF LIQUIDITY AGREEMENT At 31 December 2016, 5,500 shares were allocated to the liquidity agreement. Between 1 January 2017 and 31 December 2017, Sopra Steria Group bought back 252,561 shares under the liquidity agreement at an average price of €139.12 and sold 252,561 shares at an average price of €139.26.

At 31 December 2017, 5,500 shares were still held by the Company for the purposes of the liquidity agreement. Their unit cost is €155.67.

8.1.2. SHARES ALLOCATED FOR EMPLOYEES At 31 December 2016, 106,574 shares were allocated in order to “award or sell shares in the Company to employees and/or company officers of the Group, in order to cover share option plans and/or free share plans (or similar plans) for the benefit of Group employees and/or company officers as well as all allotments of shares in connection with a company or Group savings plan (or similar plan), in connection with company profit-sharing and/or all other forms of share allotment to the Group’s employees and/or company officers” (second bullet point of Resolution 16 adopted at the General Meeting of 25 June 2015). In 2016, the Company implemented a Group employee share ownership plan through the disposal of shares. During financial year 2017, the Company acquired 111,185 shares at a price of €127.41. 107,547 shares were sold to employees at €128.08 per share and 107,547 shares were awarded to them free of charge as part of the matching employer contribution in a ratio of one share contributed per share acquired.

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SOPRA STERIA REGISTRATION DOCUMENT 2017