Sopra Steria - 2019 Convening notice

SOPRA STERIA GROUP PRESENTATION’S IN 2018

Corporate governance and compensation of executive company officers

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 Chief Executive Officer and, where applicable, any Deputy Chief Executive Officers, subject to shareholder approval at the General Meeting

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

Items of compensation

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 Capped at 100% of annual fixed compensation Criteria: • Four-fifths based on one or more quantifiable objectives p

• One-fifth based on meeting one or more precisely defined qualitative objectives consistent with the Group’s strategy, its corporate responsibility policy 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

Variable deferred compensation Multi-year variable compensation

Not applicable Not applicable

Exceptional compensation

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 annual fixed 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)

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

Directors’ fees

Any other benefits

Company car; contribution to the GSC unemployment insurance for executives

Severance pay

Not applicable Not applicable Not applicable

Non-compete payment

Supplementary pension plan

1.5.3. STANDARD-FORMAT PRESENTATION OF THE COMPENSATION OF EXECUTIVE COMPANY OFFICERS (2018 FINANCIAL YEAR)

❙ SUMMARISED STATEMENT OF COMPENSATION, OPTIONS AND SHARES GRANTED TO PIERRE PASQUIER, CHAIRMAN OF THE BOARD OF DIRECTORS (TABLE 1 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JUNE 2018)

2018

2017

Compensation due for the year

€531,818

€529,077

Value of stock options granted during the year Value of performance shares granted during the year Value of other long-term compensation plans

- - -

- - -

TOTAL

€531,818

€529,077

46

SOPRA STERIA CONVENING NOTICE 2019

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