Sopra Steria - 2019 Convening notice

SUMMARY OF RESOLUTIONS

Explanation of resolutions

1.1.4. APPROVAL OF ITEMS OF COMPENSATION PAID OR ALLOTTED TO EXECUTIVE COMPANY OFFICERS IN RESPECT OF FINANCIAL YEAR 2018 (RESOLUTIONS 6 AND 7) a. Approval of the compensation paid or allotted in respect of financial year 2018 to Pierre Pasquier, Chairman (Resolution 6) You are asked to approve the items of compensation paid or allotted to Pierre Pasquier, Chairman of the Board of Directors, in respect of financial year 2018, as set out in the following table:

Items of compensation

Amount

Comments

Annual fixed compensation Annual variable compensation Variable deferred compensation Multi-year variable compensation

€500,000

Not applicable There are no plans to apply annual variable compensation. Not applicable There are no plans to apply variable deferred compensation. Not applicable There is no system for multi-year variable compensation. Not applicable Pierre Pasquier has never been awarded any share subscription options or performance shares, or any other long-term items of compensation; he is not eligible to receive it. Not applicable No exceptional compensation was applied in respect of the 2018 financial year.

Exceptional compensation

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

Directors’ fees

€23,268

Directors’ fees are allotted in full to participants at meetings of the Board of Directors and its committees in proportion to their actual attendance at those meetings.

Valuation of all benefits in kind

€8,550

Company car.

Severance pay

Not applicable No such commitment exists. Not applicable No such commitment exists.

Non-compete payment

Supplementary pension plan

Not applicable No supplementary pension plan has been put in place.

b. Approval of items of compensation paid or allotted in respect of financial year 2018 to Vincent Paris, Chief Executive Officer (Resolution 7) You are asked to approve the items of compensation paid or allotted to Vincent Paris, Chief Executive Officer, in respect of financial year 2018

Items of compensation

Amount

Comments

Annual fixed compensation Annual variable compensation Variable deferred compensation Multi-year variable compensation Share options, performance shares and any other long-term items of compensation Exceptional compensation

€500,000

€0

See §1.5.2, “Corporate governance”, pages 44 to 46 of this document.

Not applicable There are no plans to apply variable deferred compensation. Not applicable There is no system for multi-year variable compensation.

Not applicable No exceptional compensation was applied in respect of the 2018 financial year. €431,640 At its meeting of 16 February 2018, the Board of Directors decided to put in place a long-term incentive plan for the Group’s senior managers relating to performance over three years. It granted 3,000 rights (0.01% of the share capital) to Vincent Paris, out of a total of 128,000 rights covered by this plan. Strict performance conditions will be measured over three financial years (the year of allotment and the two following years) against targets for organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue) and free cash flow. These targets are at least equal to any guidance disclosed to the market. The Board of Directors also decided that Vincent Paris must retain at least 50% of vested shares allocated to him under this plan throughout his entire term of office as Chief Executive Officer. Vincent Paris has undertaken not to engage in any hedging transactions with respect to performance shares held until the expiry of this plan.

Directors’ fees

Not applicable

Valuation of all benefits in kind

€10,848

Company car; GSC (unemployment insurance for executives).

Severance pay

Not applicable No such commitment exists. Not applicable No such commitment exists.

Non-compete payment

Supplementary pension plan

Not applicable No supplementary pension plan has been put in place.

See also Section, “Role and compensation of executive company officers” (pages 42 to 49), of this document.

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SOPRA STERIA CONVENING NOTICE 2019