SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

CORPORATE GOVERNANCE

❙ PERFORMANCE SHARES NO LONGER SUBJECT TO A HOLDING PERIOD DURING THE YEAR FOR EACH EXECUTIVE COMPANY OFFICER (TABLE 7 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016)

Number of Sopra Steria Group shares no longer subject to a holding period during the year

Number and date of plan

Name of executive company officer

Vesting conditions

-

- -

- -

- -

TOTAL

❙ RECORD OF SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED – INFORMATION ON SHARE SUBSCRIPTION OR PURCHASE OPTIONS (TABLE 8 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016) See Chapter 4, Note 5.4.1 of the 2017 Sopra Steria Registration Document (page 152).

❙ OVERVIEW OF PERFORMANCE SHARE GRANTS – INFORMATION ON PERFORMANCE SHARES (TABLE 9 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016) See Chapter 5, Section 3.3.3 of the 2017 Sopra Steria Registration Document (page 207).

❙ SUMMARY STATEMENT OF THE MULTI-YEAR VARIABLE COMPENSATION OF EACH EXECUTIVE COMPANY OFFICER (TABLE 10 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016)

Name and position of executive company officer

Financial year

-

-

❙ EMPLOYMENT CONTRACTS, SUPPLEMENTARY PENSION PLANS, ALLOWANCES OR BENEFITS DUE ON THE CESSATION OF DUTIES OR A CHANGE IN DUTIES, NON-COMPETITION CLAUSES (TABLE 11 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, NOVEMBER 2016)

Allowances or benefits due or likely to become due as a result of the cessation of duties or a change in duties

Allowances for a non-competition clause

Employment contract

Supplementary pension plan

Executive company officers

Yes

No

Yes

No

Yes

No

Yes

No

Pierre Pasquier Chairman

Term of office began: 2012 Term of office ends: 2018

X

X

X

X

Vincent Paris Chief Executive Officer

Term of office began: 2015 Term of office ends: indefinite

X

X

X

X

It should be noted that Vincent Paris was appointed Chief Executive Officer on 17 March 2015 and that he holds no other comparable positions outside the Group. By way of an exception to the AFEP-MEDEF Code, his employment contract was not terminated and remains in abeyance. The recommendation in this article applies to the Chairman and the Chief Executive Officer, but not to the Deputy Chief Executive Officers. Hired on 27 July 1987 following his graduation from the École Polytechnique, Vincent Paris has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. After 26 years of employment within the Group, as part of the tie-up with Groupe Steria and as its integration

was being completed, he was appointed Deputy Chief Executive Officer in January 2014, then Chief Executive Officer in April 2014, once again Deputy Chief Executive Officer in September 2014 and finally Chief Executive Officer again in March 2015. Although the criteria used to determine and structure his variable compensation, which have long been strictly in keeping with those used for the Company’s senior managers, have undergone changes in 2017, they remain very similar. At present, no commitments have been entered into by the Company with regard to severance pay, a non-compete payment or a supplementary pension plan benefiting Vincent Paris. Vincent Paris is not a member of the Board of Directors. His employment contract has been in abeyance since his first appointment as Deputy Chief Executive Officer.

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SOPRA STERIA CONVENING NOTICE 2018