Sopra Steria - 2018 Registration document

PARENT COMPANY FINANCIAL STATEMENTS Other information

6.6.2. FREE PERFORMANCE SHARE AWARD PLANS AS A LONG-TERM INCENTIVE Four free performance share award plans were in force in 2018: p one plan added following the Sopra-Steria merger (in Steria shares): Plan 13, previously authorised by decision of the shareholders of Groupe Steria SCA at its General Meeting on 15 May 2012, expired in October 2018; p three multi-year Sopra Steria Group plans known as the 2016, 2017 and 2018 LTI (long-term incentive) plans. At the Combined General Meeting of Sopra Steria Group on 22 June 2016, the shareholders authorised the Board of Directors to award free performance shares in the Company to employees and/or executive company officers, for up to a maximum of 3% of the Company’s share capital on the date on which the Board of Directors decides to make the award. At maturity, the Board of Directors may decide whether to issue new shares or buy back existing shares to fund these plans. Performance shares are delivered to recipients provided they meet the requisite attendance and performance conditions on conclusion of the vesting period.

In the United Kingdom, a share incentive plan (SIP) has been set up under specific legal conditions. Employees were able to acquire Sopra Steria shares under a “conventional” purchase model and receive a matching employer contribution of one free share per share purchased, up to a maximum gross value of €3,000. The offer of Sopra Steria shares to Group employees was carried out via the transfer of existing treasury shares, bought back in advance by Sopra Steria under a share buyback programme authorised by the shareholders at the General Meeting of 25 June 2015. Excluding the SIP, this offer involved 212,120 shares in the Company, comprised of 106,071 shares purchased by employees and 106,049 free shares awarded as the matching employer contribution. Sopra Steria Group employees subscribed for 55,525 shares and received 55,525 shares as the matching employer contribution. In the parent company financial statements, the impact on profit and loss of this plan was as follows: p a €127 thousand capital gain on the sale of shares subscribed by employees; p a staff cost relating to the matching employer contribution of €9.063 million.

Plans added following the Sopra-Steria merger (in Steria shares)

Sopra Steria plan Plan 13 (1) 2016 LTI plan (2) 2017 LTI plan (2)

2018 LTI plan (2)

Date of General Meeting

22/05/2014

22/06/2016

22/06/2016 24/02/2017 25/10/2017

22/06/2016

Date granted by the Board of Directors

15/10/2014

24/06/2016

16/02/2018

Total number of shares in awards granted subject to conditions

79,500

88,500

109,000

128,000

Number of shares granted to:

Company officers

-

3,000

3,000

3,000

p

p Top ten employee grantees

21,800

19,000

20,000

21,000

Vesting date

France

15/10/2017 15/10/2018

31/03/2019 31/03/2019

31/03/2020 31/03/2020

31/03/2021 31/03/2021

p

Other countries

p

Holding period expiry date

France

15/10/2019

p

Other countries

(3)

p

Number of potential shares that could have been granted as at 1 January 2018

32,500 31,900

68,810

86,940

-

Granted in 2018

-

-

128,000 30,001

Awards cancelled in 2018 Vested at 31 December 2018

600

16,192

19,508

52,100

-

-

-

SHARES REMAINING AT 31 DECEMBER 2018

-

52,618

67,432

97,999

(1) Plan with conditional grant depending on the recipient’s continued employment and performance requirements as measured by changes in operating profit on business activity and consolidated revenue over a two-year period. (2) Plan with conditional grant depending on the recipient’s continued employment and performance requirements as measured by changes over three years in operating profit on business activity, consolidated revenue and consolidated free cash flow. (3) No holding period.

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SOPRA STERIA REGISTRATION DOCUMENT 2018