Sopra Steria - 2019 Universal registration document

7 SHARE OWNERSHIP STRUCTURE Control

Control 7.

Breakdown of voting rights 7.1. At 31 December 2019:

Measures to govern the control exercised by Sopra GMT Various measures are in place to govern the effective control exercised by Sopra GMT: the separation of the functions of Chairman of the Board of p Directors and Chief Executive Officer; the adoption of the AFEP-MEDEF code as the Company’s p corporate governance code; the presence on the Board of Directors of six Independent Directors p (eight after the General Meeting of 9 June 2020, subject to approval of the nomination resolutions proposed by the Board of Directors) and two Directors representing the employees. The selection process for new Directors, described in section 1.2.3 of Chapter 3, “Corporate responsibility” ensures that proposals from a range of sources and their prior evaluation by the Nominations Committee are taken into account, where the controlling shareholder only has one-third of the seats and the position of the majority of Independent Directors prevails in the event of a tied vote; and two Directors representing the employees; the terms of reference of the specialist committees, which are p made up of a majority of Independent Directors (Audit Committee and Compensation Committee) or an equal number (Nomination, Governance, Ethics and Corporate Responsibility Committee) of Independent and non-Independent Directors; periodic assessment by the Board of Directors of its ability to p meet the shareholders’ expectations. 7.3

the group of shareholders acting in concert through the p agreement stated above, within which Sopra GMT, the Group’s holding company, is the main shareholder, held 33.7% of theoretical voting rights; the holdings managed on behalf of employees represented 8.4% p of theoretical voting rights. The average percentage of voting rights on shares held by shareholders present or represented at the most recent Sopra Steria Group General Meeting was approximately 80%.

Members of the Board 7.2. of Directors

Sopra GMT held three of the fourteen seats on the Board of Directors at 31 December 2019, including the Chairman of the Board of Directors, in addition to the three seats held by Directors from Steria appointed pursuant to an agreement between Sopra GMT and Soderi in force until 12 August 2019. No other shareholders are specifically represented on the Board of Directors.

Share buyback programme 8.

Implementation of the share 8.1. buyback programme in 2019 This description of the implementation of the share buyback programme is given pursuant to Article L. 225-211 of the French Commercial Code. Through Resolution 11 of the Combined General Meeting of 12 June 2019, the shareholders renewed the authorisation granted to the Board of Directors to buy back the Company’s shares as set out in Article L. 225-209 of the French Commercial Code and the AMF’s General Regulation, for an 18-month period expiring 11 December 2020. During the year ended 31 December 2019, this share buyback programme was used as follows: IMPLEMENTATION OF LIQUIDITY AGREEMENT 8.1.1. At 31 December 2018, 19,300 shares were allocated to the liquidity agreement.

Between 1 January 2019 and 31 December 2019, Sopra Steria Group bought back 186,765 shares under the liquidity agreement at an average price of €112.56 and sold 203,426 shares at an average price of €112.62. At 31 December 2019, 2,639 shares were still held by the Company for the purposes of the liquidity agreement. Their unit cost is €144.11. SHARES ALLOCATED FOR EMPLOYEES 8.1.2. At 31 December 2018, 32,023 shares were allocated in order to “allot or sell shares in the Company to employees and/or company officers of the Group, in order to cover share option plans and/or free share plans (or similar plans) for the benefit of Group employees and/or company officers as well as any allotments of shares in connection with a company or Group savings plan (or similar plan), in connection with company profit-sharing and/or any other forms of share allotment to the Group’s employees and/or company officers”.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019

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