Sopra Steria - 2020 Convening Notice


Special reports of the Board of Directors

Special reports of the Board of Directors

SPECIAL REPORT OF THE BOARD OF DIRECTORS ON ALLOTMENTS OF FREE SHARES – FINANCIAL YEAR ENDED 31 DECEMBER 2019 In accordance with the provisions of Article L. 225-197-4 of the French Commercial Code, we are pleased to present our report on transactions carried out pursuant to the provisions of Articles L. 225-197-1 to L. 225-197-3 of the aforementioned Code relating to allotments of free shares. Allotment of free shares in 2019 1) You are reminded that Resolution 23 of the Combined General Meeting of 12 June 2018 authorised the Board of Directors to proceed with allotments of free shares to employees and officers of the Company or the Group to which it belongs, under the following terms and conditions: recipients: Employees and/or eligible company officers (as defined p in paragraph 1 of Article L. 225-197-1 II of the French Commercial Code) of the Company or of any related companies as defined in Article L. 225-197-2 of the French Commercial Code, or certain categories of such individuals; maximum number of shares: The maximum number of shares p shall not exceed 3% of the share capital at the date of the allotment decision, with a sub-limit of 5% of that 3% limit for allotments to executive company officers of the Company, it being understood that this 3% limit is an overall limit covering all issues to employees and company officers for which authorisation is given to the Board; validity of the authorisation: 38 months, i.e. until 12 August 2021. p

No free shares were granted in 2019 by the Company, by any related companies as laid down in Article L. 225-180 of the French Commercial Code or by any controlled companies as defined in Article L. 233-16 of the aforementioned Code. Vesting of free shares in 2019 2) The following decision was made by the Chief Executive Officer, acting on the authority of the Board of Directors: Decision by the Chief Executive Officer of 1 April 2019 making p use of the authorisation given by the Board of Directors on 21 February 2019 to allot free shares under the free performance share plan put in place by Sopra Steria Group SA on 24 June 2016 and 26 October 2016: full and final allotment of 52,287 shares with a par value of €1 each to 107 grantees, through the remittance of shares held in treasury; It should be noted that 1,984 performance shares vested with the Chief Executive Officer in connection with his corporate office. The number of free performance shares vested by the Company in 2019 to the Company’s top ten non-company-officer employee free share grantees was:

Number of shares

Unit value (share price on the date of allotment)

Sopra Steria plan of 24 June 2016 and of 26 October 2016





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