Sopra Steria - 2019 Universal registration document

3 CORPORATE GOVERNANCE Implementation of compensation policy applicable to executive company officers over the past five years; fairness ratio

Chief Executive Officer 3.2. Vincent Paris has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. After 26 years of employment within the Group, as part of the tie-up with Groupe Steria and as its integration was being completed, he was appointed Deputy Chief Executive Officer in January 2014 and Chief Executive Officer in March 2015. The Board of Directors thus decided to adjust his fixed annual compensation to €400,000 with effect from 1 July 2015. The criteria used to determine and structure his variable compensation have remained strictly in keeping with those used for the Company’s senior managers. In 2017, at the General Meeting, the shareholders approved the change in the compensation policy for the Chief Executive Officer decided by the Board of Directors: The Chief Executive Officer’s annual fixed compensation was p raised to €500,000 on a gross basis, effective 1 January 2017; Under this proposal, the Chief Executive Officer’s variable p compensation was set at 60% of his annual fixed compensation should the objectives be met, capped at 100% in the event of particularly outstanding performance. The procedures used to determine the granting of annual variable compensation were also revised in the interests of clarity and compliance with AFEP-MEDEF recommendations. Of the criteria taken into account, two-thirds (i.e. 40% of annual fixed compensation, if targets are fully met) was based on the quantifiable target (operating margin on business activity) and one-third (i.e. 20% of annual fixed compensation, if targets are fully met) was based on one or more qualitative targets. The qualitative targets are precisely defined, in line with the Group’s strategy and/or the assessment of the Chief Executive Officer’s performance.

For financial year 2018, the quantifiable objective of operating margin on business activity and the three qualitative objectives in line with strategy and with regards to the Group’s organisational, governance and HR transformation priorities, were unanimously approved by the Board of Directors at its meeting of 16 February 2018, without the Chief Executive Officer being present. While noting the progress made by the Group in 2018, particularly on the cash generation front, the Compensation Committee took into consideration the implications for all the various stakeholders (employees and management, shareholders) of the shortfall in the operating margin on business activity relative to the targets set at the beginning of the year. At the end of its review, it concluded that the Group’s performance was not sufficient to justify the payment of variable compensation in respect of the 2018 financial year. After due consideration, the Board of Directors approved the recommendation made by the Compensation Committee. Vincent Paris was eligible for all three performance share plans decided on by the Board of Directors in 2016, 2017 and 2018. A total of 9,000 rights to performance shares have thus been awarded to Vincent Paris, in accordance with the authorisation given by shareholders at the General Meeting of 22 June 2016, compared with the 316,500 rights granted to all the other recipients under these plans. The vesting periods for the three plans in question extend from 24 June 2016 to 31 March 2021. The chart below shows how the fairness ratios provided for by Ordinance 2019-1234 of 27 November 2019 have varied over time. It has been prepared on the basis of the figures set out in the table in Section 4 titled “Fairness ratio”. Standardised presentation of compensation paid to company officers in this chapter. This gives a comparative view of the extent to which the Chief Executive Officer achieved his quantitative targets (financial performance of the company) and ratios calculated relative to average and median compensation within the relevant scope (88% of the workforce in France).

CHIEF EXECUTIVE OFFICER – FAIRNESS RATIO ❙

Chief Executive Officer’s compensation Average compensation

Chief Executive Officer’s compensation Median compensation

Ratio based on average compensation =

Ratio based on median compensation =

Ratio

Performance

10 15 20 25 30 35 40 45 50

120%

100%

80%

60%

40%

20%

0 5

0%

2015

2016

2017

2018

2019

Performance

Ratio based on average compensation

Ratio based on median compensation

The increase in these ratios over the period 2015-2017 is due to the Chief Executive Officer’s annual fixed compensation being revised in July 2015 and January 2017 as well as the implementation of performance share plans spread over the period 2016-2021.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019