Sopra Steria - 2018 Registration document

2018 CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

The Group implemented a new free share plan on 16 February 2018. This plan is in addition to those approved on 24 February 2017 and 24 June 2016. Grants of awards under this plan are subject to performance conditions regarding revenue growth, operating profit on business activity and free cash flow for financial years 2018, 2019 and 2020; they are also conditional on continuing employment. Originally, a total of 128,000 shares could potentially vest in awards granted under this plan. At 31 December 2018, there were 97,999 shares that could potentially vest. Awards of free Sopra Steria Group shares are granted to some staff members, subject to their continued employment within the Group at the grant date, and either subject or not subject to conditions relating to the Group’s performance. Benefits granted under free share award plans constitute additional compensation and are measured and recognised in the financial statements. At the end of each reporting period, the Group reviews its estimates, based on non-market performance conditions, of the number of shares that will eventually vest. The impact of this re- estimate is recognised in profit or loss as an offset against equity. The value of free shares in awards granted to employees as compensation for services rendered is measured by reference to the fair value of the equity instrument at the grant date. This fair value is based on the share price at this same date. Non-market vesting conditions must not be taken into account when estimating the fair 5.4.2. Employee share ownership plan As part of its Sopra Steria 2020 corporate plan, the Group set up the We Share employee share ownership programme. Under this programme, employees who met certain conditions were once again able to purchase Sopra Steria Group shares from 27 March to 10 April 2018 inclusive. The main features of the programme were as follows: p contributions invested mainly via the FCPE (mutual fund) in Sopra Steria Group shares (performance follows changes in the share price as it increases or decreases); p matching employer contribution of one free Sopra Steria Group share for each share purchased; p minimum investment set at the price of one share; maximum investment of €3,000; p employees are entitled to any dividends attached to their shares; p tax advantages through the Group Savings Plan ( Plan d’Épargne Groupe or PEG in French); p open to all eligible employees;

At the Combined General Meeting of 12 June 2018, an overall limit of 3% of the share capital (i.e. 616,431 shares on the basis of the share capital at 31 December 2017) was set for all employee and company officer shareholding programmes (share subscription and share purchase options, BSAAR redeemable equity warrants, free shares, and share capital increases reserved for employees enrolled in the company savings plan).

value of the shares at the measurement date. When these equity instruments are subject to conditions of non-transferability, the cost of non-transferability is taken into account in their fair value. Where appropriate, the inability to collect dividends is also taken into account in the fair value calculation. Lastly, the cumulative expense recognised also takes into account the estimated number of shares that will eventually vest. The expense related to share-based payments made to employees under free share plans is recognised on a straight-line basis in profit or loss over the vesting period, under Expenses related to stock options and similar items , which enters into the calculation of Profit from recurring operations . Since this is an equity-settled plan, the double-entry for this expense is recognised in equity under the Consolidated reserves and other reserves heading. When the subscription period ended, 106,049 shares had been subscribed for by employees and matched by employer contributions of the same number of shares. Sopra Steria Group made the matching contributions using treasury shares, which were either existing shares or shares bought back in advance under a share buyback programme authorised by the shareholders at the General Meeting of 13 June 2017. The fair value of the free shares granted as a matching contribution was measured by reference to the average volume-weighted share price of Sopra Steria shares over the course of the 20 trading days prior to the subscription period extending from 27 March to 10 April 2018, i.e. €164.43, with a discount for the compulsory holding period of 20%. An IFRS 2 expense of €15.2 million (excluding social security contributions and management costs) was charged to Profit from recurring operations . Furthermore, an additional plan – the Share Incentive Plan – has been set up in the United Kingdom and represents an expense of €1.2 million.

p no withdrawals for five years except in certain cases.

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SOPRA STERIA REGISTRATION DOCUMENT 2018