Sopra Steria - 2018 Registration document

GENERAL MEETING Special reports of the Board of Directors

SPECIAL REPORT OF THE BOARD OF DIRECTORS ON AWARDS OF SHARE SUBSCRIPTION AND/OR PURCHASE OPTIONS – FINANCIAL YEAR ENDED 31 DECEMBER 2018

In accordance with the provisions of Article L. 225-184 of the French Commercial Code, we are pleased to present our report on transactions undertaken pursuant to the provisions of Articles L. 225-177 to L. 225-186 of the aforementioned Code relating to share subscription and/or purchase options. 1) Options awarded in 2018 You are reminded that Resolution 24 of the Extraordinary General Meeting of 22 June 2016 authorised the Board of Directors to proceed with awards of options to subscribe for and/or purchase shares in the Company to employees and officers of the Company or the Group to which it belongs, under the following terms and conditions: p recipients: Employees and/or officers of the Company or of any related companies or groups as defined in Article L. 225-180 of the French Commercial Code; p maximum number of shares: The maximum number of shares to which these options would give access shall not exceed 3% of the share capital at the date of the grant decision, it being specified that: • this 3% limit is an overall limit applicable to all shares issued to employees and company officers for which authorisation is given to the Board,

• company officers may not receive more than 20% of all options issued by the Board of Directors, p subscription/purchase price: the subscription price is set at the average of the listed share price over the 20 trading days preceding the grant decision; the purchase price shall not be less than 80% of the average purchase price of treasury shares held by the Company; p validity of the authorisation: 38 months, i.e. until 22 August 2019. This authorisation supersedes the previous one having the same purpose. No share subscription and/or purchase options were granted in 2018 by the Company, by any related companies as laid down in Article L. 225-180 of the French Commercial Code or by any controlled companies as defined in Article L. 233-16 of the aforementioned Code. 2) Share subscription options exercised in 2018 No shares were subscribed for or purchased by officers or employees of the Company in 2018 via the exercise of options granted by the Company, by any related companies as laid down in Article L. 225-180 of the French Commercial Code or by any controlled companies as defined in Article L. 233-16 of the aforementioned Code. p validity of the plan: 8 years maximum;

The Board of Directors

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SOPRA STERIA REGISTRATION DOCUMENT 2018

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