SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

GENERAL MEETING OF 12 JUNE 2018 Summary of resolutions

Framework agreement for assistance with Sopra GMT The tripartite framework agreement for assistance entered into with Sopra GMT (the holding company that takes an active role in managing the Group) was put in place when Axway Software, in which Sopra Steria Group owns a 32.59% stake, was spun off and listed. At that time, three highly experienced employees of Sopra Steria Group were transferred to that company, with the intention that their activities would continue to be split between Sopra Steria Group and Axway Software with the aim of pooling resources and developing synergies. The costs rebilled by Sopra GMT mainly comprise the portion of payroll and related personnel costs allocated to the services performed by Sopra Steria Group and, where applicable, the external expenses incurred by Sopra GMT under the same conditions, which are rebilled on a cost-plus basis including a 7% margin. Sopra Steria Group in turn charges Sopra GMT fees for the provision of premises, IT resources and various administrative and accounting services.

Agreement with Éric Hayat Conseil The agreement with Éric Hayat Conseil followed an agreement entered into under the same conditions by Groupe Steria. It concerns the supply of consulting and assistance services to executive management in connection with strategic business development deals. It provides the group with support in the large retail sector and ensures that the Board of Directors has members facing the same strategic and commercial positioning challenges as those faced by the Group. Agreement with Axway Software After Axway Software brought together its Paris-based workforce at new premises, the agreements in force now concern only the arm’s length provision by Sopra Steria Group of premises in Annecy.

1.1.4. APPROVAL OF ITEMS OF COMPENSATION PAID OR ALLOTTED TO EXECUTIVE COMPANY OFFICERS IN RESPECT OF FINANCIAL YEAR 2017 (RESOLUTIONS 5 AND 6) a. Approval of items of compensation paid or allotted to Pierre Pasquier, Chairman, in respect of financial year 2017 (Resolution 5) You are asked to approve the items of compensation paid or allotted to Pierre Pasquier, Chairman of the Board of Directors, in respect of financial year 2017, as set out in the following table:

Items of compensation

Amount

Comments

Annual fixed compensation Annual variable compensation Variable deferred compensation Multi-year variable compensation

€500,000

Not applicable There are no plans to apply annual variable compensation. Not applicable There are no plans to apply variable deferred compensation. Not applicable There is no system for multi-year variable compensation.

Exceptional compensation

Not applicable No exceptional compensation.

Share options, performance shares and any other long-term items of compensation

Not applicable Pierre Pasquier has never been awarded any share subscription options or performance shares, or any other long-term items of compensation; he is not eligible to receive it.

Directors’ fees

€20,527

Directors’ fees are allotted in full to participants at meetings of the Board of Directors and its subcommittees in proportion to their actual attendance at those meetings.

Valuation of all benefits in kind

€8,550

Company car.

Severance pay

Not applicable No such commitment exists. Not applicable No such commitment exists.

Non-compete payment

Supplementary pension plan

Not applicable No supplementary pension plan has been put in place.

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SOPRA STERIA REGISTRATION DOCUMENT 2017