SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

CORPORATE GOVERNANCE

2.4.2. FINANCIAL YEAR 2018 AND FOLLOWING In accordance with the second paragraph of Article L. 225-37-2 of the French Commercial Code, the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of the total compensation and benefits of any kind received by the Chairman, the Chief Executive Officer and any Deputy Chief Executive Officers, in recognition of their service in these positions, are presented below. It should be noted that the payment of variable and exceptional components of compensation is subject to shareholder approval at an Ordinary General Meeting of the compensation package for the individual in question.

In light of his career within the Group, his length of service, his circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. A decision of this kind would carry great symbolic weight and would, in addition, be difficult to envision without an agreement to a set of terms in exchange. On the other hand, the possible disadvantages of maintaining the suspended employment contract have not been identified. Nonetheless, it should be noted that if Vincent Paris were no longer a company officer, his employment contract would remain in effect and would entitle him to claim pension or termination benefits, if applicable. The employment contract in abeyance is a standard employment contract without any specific clauses, particularly in the event of termination.

Presentation of the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of total compensation and benefits of any kind received by the Chairman of the Board of Directors, the Chief Executive Officer and, where applicable, any Deputy Chief Executive Officers, subject to shareholder approval at the General Meeting

❙ COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

Items of remuneration

Comments

Annual fixed compensation

Determination by the Board of Directors, acting on a recommendation by the Compensation Committee

Annual variable compensation Variable deferred compensation Multi-year variable compensation

Not applicable Not applicable Not applicable

Exceptional compensation

Applicable, by decision of the Board of Directors, contingent upon very specific circumstances (spin-off and listing of a subsidiary, merger, etc.). Payment subject to shareholder approval of all items of compensation at an Ordinary General Meeting and in all circumstances capped at 100% of fixed annual compensation

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

Not applicable

Directors’ fees

In accordance with the Board of Directors’ internal rules (see “Structuring rules” in §1.2.5 of the 2017 Sopra Steria Registration Document, pages 66 to 67)

Any other benefits Retirement payment Non-compete payment

Company car Not applicable Not applicable Not applicable

Supplementary pension plan

26

SOPRA STERIA CONVENING NOTICE 2018