SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

ADDITIONAL INFORMATION Board of Directors

ARTICLE 2 OF THE BOARD OF DIRECTORS’ INTERNAL RULES AND REGULATIONS – ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 1. Organising and directing the work of the Board of Directors The Chairman of the Board of Directors organises and directs the work of the Board of Directors. The Chairman of the Board of Directors sets the schedule and agenda for meetings of the Board of Directors. 2. Operations of the Company’s management bodies, governance of the Company and control of Executive Management The Chairman of the Board of Directors ensures the smooth running of the Company’s management bodies, namely its Board of Directors and the Board’s standing committees, the relations of these bodies with Executive Management and the implementation of best practices in corporate governance. The Chairman of the Board of Directors makes sure that Directors are able to carry out their duties, and that they have adequate information. The Chairman of the Board of Directors ensures open lines of communication at all times between the Board of Directors and Executive Management. As such, the Chairman also keeps abreast of, and must be informed of, the Group’s circumstances and any decisions being considered whenever they are likely to have a significant impact on the conduct of business activities. To this end, the Chairman is kept informed of developments throughout the preparation of planned operations subject to prior approval by the Board of Directors and may offer comments on such plans. He/she may draw on the expertise of the Board committees and their chairmen and enjoys unrestricted access to Executive Management. 3. Relations with shareholders The Chairman provides information to shareholders at their General Meetings about the manner in which the work of the Board of Directors is prepared and organised as well as the internal control procedures put in place by the Group. The Chairman presides over General Meetings. In collaboration with the Chief Executive Officer, the Chairman ensures the appropriate management of the Company’s relations with its major shareholders. 4. Support provided to Executive Management In agreement with the Chief Executive Officer, the Chairman of the Board of Directors may take part in actions to address any issues of interest to the Company or the Group, notably those relating to business activities, strategic decisions or projects (in particular involving investments or divestments), partnership agreements and relations with employee representative bodies, risks and financial disclosures. In agreement with the Chief Executive Officer, he/she may also take part in any meetings. 5. Representation of the Company and the Group The Chairman of the Board of Directors represents the Board in its relations with third parties, apart from exceptional circumstances or in the case of specific assignments conferred upon individual directors. In coordination with the Chief Executive Officer, the Chairman of the Board of Directors makes every effort to promote the values and image of the Group in all circumstances. In agreement with the Chief Executive Officer, the Chairman of the Board of Directors may represent the Group in its high-level relations, particularly with major partners or clients and government authorities, on the domestic and international fronts, and in terms of both internal and external communications.

In the absence of the Chairman of the Board of Directors, Board meetings shall be chaired by the individual delegated for this purpose by the Chairman and, in the absence of this individual, by one of the two Vice-Chairmen. If the Chairman of the Board of Directors is not present, the individual chairing the meeting shall not have the casting vote in the event of a tie. Conditions for the exercise of the Chairman of the Board of Directors’ prerogative powers The duties assumed by the Chairman of the Board of Directors require the Chairman to devote his/her time to the Company. The initiatives undertaken and the actions carried out by the Chairman in the performance of his/her duties are taken into consideration by the Board of Directors in determining the Chairman’s compensation. The Chairman of the Board of Directors fulfils his/her responsibilities in recognition of those assumed by the Chief Executive Officer and the Board of Directors. ARTICLE 20 OF THE ARTICLES OF ASSOCIATION – COMPENSATION OF SENIOR EXECUTIVES 1. The General Meeting may grant the directors a fixed annual sum of directors’ fees, the amount of which shall be booked as operating expenses. Such amount shall be maintained until a new decision is adopted. The Board of Directors shall determine the allocation thereof among the directors. 2. The Board of Directors determines the compensation of the Chairman of the Board of Directors, the Chief Executive Officer and any Deputy Chief Executive Officers, if appointed. Such compensation may be fixed and/or variable. 3. For assignments or mandates entrusted to Directors, the Board of Directors may also award exceptional payments that will be submitted for shareholder approval at an Ordinary General Meeting. Directors may not receive from the Company compensation, whether permanent or not, other than that set out in the previous paragraphs, unless they are tied to the Company by an employment contract under conditions authorised by law. ARTICLE 21 OF THE ARTICLES OF ASSOCIATION – MULTIPLE OFFICES An individual shall not simultaneously hold more than five offices as a Director or a member of the Supervisory Board of sociétés anonymes that have their registered offices in France. By exception to the foregoing provisions and for the purposes of applying this article, offices held by a person as a Director or member of the Supervisory Board of a company that is controlled, within the meaning of Article L. 233-16 of the French Commercial Code, by the company in which that person is a Director shall not be taken into account for these purposes. Pursuant to the above provisions, the positions of Directors of companies whose shares are not traded on a regulated market or are controlled, within the meaning of Article L. 233-16 of the French Commercial Code, by the same company only count as one position, provided the number of such positions held does not exceed five. An individual may not simultaneously hold more than one position as Chief Executive Officer, member of a management board or sole Chief Executive Officer of sociétés anonymes that have their registered offices in France. In derogation of the foregoing, a second position as Chief Executive Officer, member of a management board or sole Chief Executive Officer may be held in a company that is controlled, within the meaning of Article L. 233-16 of the French Commercial Code, by the company of which he or she is Chief Executive Officer. Another position as Chief Executive Officer, member of a management board or sole Chief Executive Officer may be held in a company if the shares of neither of these two companies are admitted to trading on a regulated market.

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SOPRA STERIA REGISTRATION DOCUMENT 2017