SOPRA_STERIA_COMBINED_GENERAL_MEETING_2018

CORPORATE GOVERNANCE

❙ COMPENSATION INFORMATION FOR THE CHIEF EXECUTIVE OFFICER (PRINCIPLES ALSO APPLICABLE FOR ANY DEPUTY CHIEF EXECUTIVE OFFICERS)

Items of remuneration

Comments

Annual fixed compensation

Determination by the Board of Directors, acting on a recommendation by the Compensation Committee (taking into account the responsibilities held, experience, plus internal and external benchmarking)

Annual variable compensation

Amount:

p 60% of annual fixed compensation if objectives are met; p upper limit of 100% of annual fixed compensation. Criteria:

p two-thirds of the amount based on meeting one or more quantifiable objectives and the remaining one-third based on meeting one or more precisely defined qualitative objectives consistent with the Group’s strategy and/or the assessment of the company officer’s performance; p payment subject to shareholder approval of all items of compensation at an Ordinary General Meeting. Applicable, by decision of the Board of Directors, in case of 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 Eligibility for long-term incentive plans set up by the Group for its senior managers These plans are subject to continued employment and to strict performance conditions based on targets that are at least equal to any guidance disclosed to the market Obligation to hold a portion of the shares that will vest under these plans for the entire duration of the recipient’s term of office Not applicable (except in case of appointment by the Board of Directors of the Company Appointments held at Group subsidiaries do not give rise to any compensation) Company car; contribution to the GSC unemployment insurance for executives Not applicable Not applicable

Variable deferred compensation Multi-year variable compensation

Exceptional compensation

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

Directors’ fees

Any other benefits Retirement payment Non-compete payment

Not applicable Not applicable Not applicable

Supplementary pension plan

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SOPRA STERIA CONVENING NOTICE 2018

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