SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

CORPORATE GOVERNANCE

❙ SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE YEAR BY EXECUTIVE COMPANY OFFICERS (TABLE 5 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016)

Number and date of plan

Number of options exercised during the year

Name of executive company officer

Exercise price

-

-

-

-

❙ PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE COMPANY OFFICER DURING THE FINANCIAL YEAR (TABLE 6 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016)

Number of Sopra

Value of shares

Steria Group shares awarded during the year

according to the method used for the consolidated financial statements Vesting date

Number and date of plan 24/02/2017

Name of executive company officer

Availability date

Performance conditions

1) Change in Sopra Steria Group’s consolidated revenue in 2017, 2018 and 2019 2) Change in the Group’s operating profit on business activity in 2017, 2018 and 2019 3) Change in the Group’s free cash flow in 2017, 2018 and 2019

Vincent Paris

3,000

€312,930 31/03/2020 31/03/2020 (50%) At the end of his term of office (50%)

-

3,000 €312,930

-

-

-

TOTAL

At its meeting of 24 June 2016, the Board of Directors decided to set up a long-term incentive plan, covering a total of 88,500 rights to free performance shares, for the Group’s senior managers. It granted 3,000 rights to shares (0.01% of the share capital) to Vincent Paris, executive company officer. The Board of Directors decided at its meeting of 24 February 2017 to set up a second long-term incentive (LTI) plan, along the same lines as the 24 June 2016 plan, awarding a total of up to 109,000 rights, including 3,000 (0.01% of the share capital) awarded to Vincent Paris. Lastly, the Board of Directors decided at its meeting of 16 February 2018 to set up a third plan of this type, still along the same lines as the earlier plans and corresponding to a total of 127,000 rights to performance shares, including 3,000 rights (0.01% of the share capital) conditionally awarded to Vincent Paris. A total of 9,000 rights to performance shares have thus been conditionally awarded to Vincent Paris, in accordance with the authorisation given by shareholders at the General Meeting of 22 June 2016. The vesting periods for the three plans in question extend from 24 June 2016 to 31 March 2021.

For these three plans:

p shares are awarded subject to the condition of presence at the end of the vesting period. However, this condition may in exceptional circumstances be fully or partially waived; p strict performance conditions will be measured over three financial years (the year of the award and the two following years) against targets for organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue) and free cash flow. These targets are at least equal to any guidance disclosed to the market; p the Board of Directors also decided that Vincent Paris must retain at least 50% of the vested shares awarded to him under these plans throughout his entire term of office as Chief Executive Officer. Vincent Paris has agreed not to engage in any hedging transactions with respect to performance shares held until the expiry of this plan.

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SOPRA STERIA CONVENING NOTICE 2018