SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

GENERAL MEETING OF 12 JUNE 2018 Special reports of the Board of Directors

3. Special reports of the Board of Directors

SPECIAL REPORT OF THE BOARD OF DIRECTORS ON FREE SHARE ALLOTMENTS – FINANCIAL YEAR ENDED 31 DECEMBER 2017 In accordance with the provisions of Article L. 225-197-4 of the French Commercial Code, we are pleased to present our report on transactions carried out pursuant to the provisions of Articles L. 225-197-1 to L. 225-197-3 of the aforementioned Code relating to allotments of free shares. 1) Allotments of free shares in 2017 You are reminded that Resolution 25 of the Extraordinary General Meeting of 22 June 2016 authorised the Board of Directors to proceed with allotments of free shares to employees and officers of the Company or the Group to which it belongs, under the following terms and conditions: p recipients: employees and/or eligible company officers (as defined in Article L. 225-197-1-II of the French Commercial Code) of the Company or of any related companies as defined in Article L. 225- 197-2 of the French Commercial Code, or certain categories of such individuals; p maximum number of shares: the maximum number of shares shall not exceed 3% of the share capital at the date of the award decision, with a sub-limit of 5% of that 3% limit for awards to executive officers of the Company, it being understood that this 3% limit is an overall limit covering all issues to employees and company officers for which authorisation is given to the Board; p validity of the authorisation: 38 months, i.e. until 22 August 2019. This authorisation supersedes the previous one having the same purpose. Under this authorisation, the Board of Directors agreed to award, under the terms of decisions dated 24 February 2017 and 25 October 2017,

109,000 free performance shares to certain employees and officers of the company and related companies, as defined in Article L. 225-197-2 of the French Commercial Code, designated by it. This award is subject to continued employment and performance conditions based on three performance criteria (organic revenue growth, operating profit on business activity expressed as a proportion of revenue, and free cash flow) assessed in respect of financial years 2017, 2018 and 2019. Under this plan, 3,000 rights to free performance shares were awarded to an executive officer of the Company (Vincent Paris, Chief Executive Officer). 2) Vesting of free shares in 2017 The following decisions were made by the Chief Executive Officer, acting on the authority of the Board of Directors: p decision of the Chief Executive Officer of 18 September 2017 making use of the authorisation given by the Board of Directors on 27 July 2017 to vest free shares under the free performance share plan put in place by Steria Group on 17 September 2013: vesting of 5,856 free shares with a par value of €1 each to 42 non-French recipients, by creating new shares and increasing the share capital by €5,856, charged to reserves; p decision of the Chief Executive Officer of 16 October 2017 making use of the authorisation given by the Board of Directors on 27 July 2017 to vest free shares under the free performance share plan put in place by Steria Group on 15 October 2014: vesting of 5,050 free shares with a par value of €1 each to 18 French recipients, by creating new shares and increasing the share capital by €5,050, charged to reserves. It should be noted that performance shares did not vest to any officer of the Company in connection with his or her corporate office.

The number of free performance shares vested by the Company in 2017 to the ten employees, other than company officers, to whom the most free shares were awarded, is as follows:

Number of shares

Unit value (market price at grant date)

Steria plan of 17 September 2013 Steria plan of 15 October 2014

3,496 3,525

€159.40 €159.30

282

SOPRA STERIA REGISTRATION DOCUMENT 2017