Sopra Steria - 2020 Convening Notice

2 SOPRA STERIA GROUP PRESENTATION’S IN 2019 Organisation and operation of governance

PRESENTATION OF THE DIVERSITY POLICY 1.2.4. The Board of Directors’ diversity policy is to build a reasonably sized team reflecting the Group’s needs and make-up, and the various different areas of interest, skills and experience that are needed for effective collective decision-making. Individually, each of the team’s members should also possess the powers of judgement and foresight, and uphold the standards of ethical conduct expected of a Director. The diversity issue is considered every time a proposal is made to appoint or reappoint a Director at the General Meeting. The Nomination, Governance, Ethics and Corporate Responsibility Committee plays a key role in this area. Diversity is frequently addressed by using measurable indicators such as gender balance, age, nationality and skills. With respect to gender balance, the Company aims to continue moving toward gender equality to the greatest extent possible, and in any event has set itself the target of full compliance with the law in this respect. It is actively seeking to make its Board committees gender-balanced. Women currently account for six of the twelve appointments made at the General Meeting (50%). Two of the three committees are chaired by a female Director. The three female Independent Directors belong to at least one committee. Age is not a criterion that is considered. The Company has not set a minimum or maximum age applicable to its Directors. However, French law limits the proportion of Directors aged over 70 to one third. The average age of the members of the Board of Directors is 61. Two out of 14 Directors are over 70 years old. The Company considers that foreign nationality directors able to serve their term of office within a French company prove their multicultural dimension. Given the international dimension of the Group’s business activities, foreign nationals are an asset for the Board of Directors. Wherever possible, they should come from or live in the main countries in which the Group operates or in which it is seeking to expand some or all of its operations (United Kingdom, Spain, Scandinavia, Germany, United States). To attract Directors living outside France, the internal rules and regulations of the Board of Directors permit Directors to take part in meetings using videoconferencing or conference call systems, and the Company can make payments to cover their travel costs. An adjustment to the arrangements for apportioning compensation referred to in Article L. 225-45 of the French Commercial Code has been agreed to reflect the constraints on them. This consists of adding an additional 20% weighting to attendance at meetings of the Board and its committees for Directors living outside France and not working within the Group. Six of the fifteen Directors are foreign nationals, and three reside outside France.

It is a top priority for the Board of Directors to have a diverse range of skills. The Company has identified ten key competencies that it would like to be represented within the Board of Directors. These skills and areas of experience are as follows: Key skills and experience are as follows: knowledge of consulting, digital services, software development p and the ability to promote innovation: this expertise will have been gained at a digital services company or consulting firm or in an industry sector focused on innovation in B2B services; knowledge of one of the Group’s key vertical markets: ideally, this p expertise will have been gained working for a client of the Group or one of its competitors, though it may also result from long sales experience in this market. It should be accompanied by knowledge of the services sector; entrepreneurial experience: entrepreneurial experience will have p been gained by starting up or taking over an industrial or commercial business and through contact with the various stakeholders (clients, employees, lending shareholders, suppliers, authorities); Chief Executive Officer of an international group: this presupposes p past or current experience as a non-salaried executive company officer (Chairman and CEO, CEO or Deputy CEO) of a company established in more than one country; finance, control and risk management: this expertise requires p professional experience gained in finance, audit or internal control or while holding a corporate office; human resources and labour relations: this expertise requires p professional experience gained in human resources, either in a company or as an external consultant, or while holding a corporate office; international dimension: this indicates skills in cross-cultural p management combined with being versed in more than one culture, working as an expatriate or holding corporate office in an international group; social issues: this expertise presupposes familiarity with p institutions, industry bodies, trade unions or public benefit or humanitarian organisations; knowledge of Axway Software: knowledge of Axway Software p will have been gained through professional experience or corporate office at Axway Software or experience as a client or partner of Axway; operational experience within the Sopra Steria Group: this p experience presupposes longstanding current or past service within the Sopra Steria Group, as an employee or equivalent, and in-depth knowledge of the Group, its working practices and its management.



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