Sopra Steria - 2019 Universal registration document

9 GENERAL MEETING Summary of resolutions

COMPENSATION OF COMPANY OFFICERS 2.1.3. (RESOLUTIONS 4 TO 9) Pursuant to Law no. 2019-486 of 22 May 2019 on growth and business transformation (known as the Pacte Law) authorising the government to enact into French law Directive (EU) 2017/828 of 17 May 2017, order no. 2019-1234 of 27 November 2019, published in the Official Journal on 28 November 2019 and supplemented by a decree no. 2019-1235 published on the same day, introduced changes to the rules on executive pay applicable to listed companies. Under Resolution 4 and in accordance with the provisions of a. Article L. 225-100 II of the French Commercial Code, you are kindly asked to approve the disclosures presented in the Report on corporate governance prepared by the Board of Directors pursuant to Article L. 225-37-3 I of the French Commercial Code. These disclosures are presented in Chapter 3 of the Company’s Universal Registration Document for the year ended 31 December 2019. The vote by the General Meeting on these disclosures reflects the amendment to Article L. 225-100 II of the French Commercial Code. The disclosures contained in the Report on corporate governance cover all the company officers, including those whose term of office came to an end during the year ended 31 December 2019. If the General Meeting failed to approve Resolution 4, payment of the compensation to members of the Board of Directors for the current year would be suspended until a revised compensation policy is approved in a vote by shareholders at the next General Meeting. Once the payment resumes, it would include arrears accrued since the previous General Meeting. Under Resolutions 5 and 6 and in accordance with the provisions b. of Article L. 225-100 III of the French Commercial Code, you are kindly asked to approve the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the year ended 31 December 2019 or allotted in respect of that year to the company officers, namely Pierre Pasquier, in his capacity of Chairman, and Vincent Paris, in his capacity as Chief Executive Officer. These details are disclosed in the Report on corporate governance prepared by the Board of Directors in accordance with Article L. 225-37 of the French Commercial Code. They are in line with the compensation policy approved by the Combined General Meeting of the shareholders on 12 June 2019. Pursuant to Article L. 225-100 III of the French Commercial Code, the payment to Vincent Paris of the variable components of his compensation is contingent upon shareholder approval at the General Meeting of the items of compensation attributable to him in respect of the 2019 financial year. See also Section 4, “Standardised presentation of compensation paid to company officers” in Chapter 3 of the Company’s Universal Registration Document for the year ended 31 December 2019. Under Resolutions 7 and 8 and in accordance with the c. provisions of Article L. 225-100 II of the French Commercial Code, you are kindly asked to approve the compensation policies applicable respectively to the Chairman of the Board of Directors (Resolution 7), and the Chief Executive Officer (Resolution 8). These disclosures are presented in Chapter 3 of the Company’s Universal Registration Document for the year ended 31 December 2019. These policies would be applied in the event of the nomination of new company officers. The policy defined for the Chief Executive Officer would be applicable in the event of the nomination of a Deputy CEO.

These compensation details, which were decided on by the Board of Directors on the recommendation of the Compensation Committee, are set out in Section 2, “Compensation policy” of Chapter 3 of the Company’s Universal Registration Document for the year ended 31 December 2019. Under Resolution 9 and in accordance with the provisions of d. Article L. 225-100 II of the French Commercial Code, you are kindly asked to approve the compensation policies applicable to the Board members. These details of the compensation policy for Board members, which were decided on by the Board of Directors on the recommendation of the Compensation Committee, are set out in Section 2, “Compensation policy” of Chapter 3 of the Company’s Universal Registration Document for the year ended 31 December 2019. SETTING OF COMPENSATION AWARDED TO 2.1.4. MEMBERS OF THE BOARD OF DIRECTORS AS STATED IN ARTICLE L. 225-45 OF THE FRENCH COMMERCIAL CODE (PREVIOUSLY REFERRED TO AS DIRECTORS’ FEES) (RESOLUTION 10) You are asked to set the amount of total compensation to be awarded to Board members as stated in Article L. 225-45 of the French Commercial Code (previously referred to as directors’ fees) at €500,000 for the current financial year. This amount, shall be divided up in full in accordance with the compensation policy set out in Section 2, “Compensation policy” of Chapter 3 of the Company’s Universal Registration Document for the year ended 31 December 2019. BUYBACK BY SOPRA STERIA GROUP 2.1.5. OF ITS OWN SHARES (RESOLUTION 11) You are asked to renew the authorisation granted to the Board of Directors at the General Meeting of 12 June 2019 permitting the Company to buy back its own shares, in accordance with applicable laws and regulations (Articles L. 225-209 et seq. of the French Commercial Code). Under this authorisation, the number of shares bought back shall not exceed 10% of the share capital; as an indication, this would equate to 2,054,770 shares on the basis of the current share capital. The maximum price per share that can be paid for the shares bought back is set at €250; this price may be adjusted as a result of an increase or decrease in the number of shares representing the share capital, in particular due to capitalisation of reserves, free share awards or reverse stock splits. Shares may be bought back for the following purposes: to obtain market-making services from an investment services p provider acting independently under the terms of a liquidity agreement entered into in compliance with the AMF’s accepted market practice; to award, sell or transfer shares in the Company to employees p and/or company officers of the Group, in order to cover share purchase plans and/or free share plans (or equivalent plans) as well as any allotments of shares under a company or Group savings plan (or equivalent plan) in connection with a profit-sharing mechanism, and/or all other forms of share allotment to the Group’s employees and/or company officers; to retain the shares bought back in order to exchange them or p tender them as consideration at a later date for a merger, spin-off or contribution of assets and, more generally, for external growth transactions. Shares bought back for such purposes are not to exceed, in any event, 5% of the number of shares making up the Company’s share capital;

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019