Sopra Steria - 2020 Convening Notice

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

Each of these ten key areas of expertise and experience are currently represented on the Board of Directors by several Directors (see table below):

Knowledge of consulting, digital services, software development,

Know- ledge of one of the Group’s main vertical markets

Chief Executive Officer of an inter- national group

Human resources and labour- manage- ment relations

Operational experience within the

Finance, risk manage ment and control

Inter- national teams and organi- sations

Entrepre- neurial expe- rience

Know- ledge of Axway Software

ability to promote innovation

Sopra Steria Group

Social issues

Expertise

Astrid Anciaux Hélène Badosa Kathleen Clark Bracco Michael Gollner Éric Pasquier Pierre Pasquier Jean-Luc Placet Jean-Bernard Rampini Sylvie Rémond Marie-Hélène Rigal-Drogerys Gustavo-Alberto Roldan de Belmira Jean-François Sammarcelli Jessica Scale Solfrid Skilbrigt Éric Hayat

✔ ✔ ✔ ✔

✔ ✔

Sopra GMT representative

✔ ✔ ✔ ✔

✔ ✔ ✔

✔ ✔ ✔ ✔

✔ ✔ ✔

✔ ✔

✔ ✔ ✔ ✔

✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔

✔ ✔ ✔

✔ ✔ ✔

✔ ✔

✔ ✔

✔ ✔

✔ ✔ ✔ ✔

✔ ✔ ✔

✔ ✔

✔ ✔

✔ ✔

DIRECTORS REPRESENTING THE EMPLOYEES 1.2.5. AND EMPLOYEE SHAREHOLDERS Two Directors representing the employees were designated in p September 2018 and January 2020 respectively by the Sopra Steria Group Works Council. This is the case for Hélène Badosa, a member of the Compensation Committee, and Gustavo Alberto Roldan de Belmira, replacing René-Louis Gaignard, who has terminated his employment contract with the Company. Astrid Anciaux, Chairman of the Supervisory Board of the FCPE p Steriactions corporate mutual fund, has been a member of the Board of Directors since September 2014. As a consequence of the adoption of Act 2019-486 of 22 May p 2019 (the “PACTE Act”), a draft amendment to the Articles of Association is being proposed to the shareholders. The aim of this proposal is to amend the Company’s Articles of Association

(Article 14) to include the principle of designating a Director representing employee shareholders. Subject to this amendment being approved by the shareholders at the General Meeting to be held on 9 June 2020, a resolution designating a Director representing employee shareholders will be put to the vote at the General Meeting to be held in 2021 to approve the financial statements for the financial year ended 31 December 2020. INDEPENDENT DIRECTORS 1.2.6. The Nomination, Governance, Ethics and Corporate Responsibility Committee also monitors the proportion of Independent Directors on the Board. Six Directors are considered independent by the Board of Directors, or 50% of the Directors appointed by the shareholders at the General Meeting.

37

SOPRA STERIA NOTICE OF MEETING 2020

Made with FlippingBook Publishing Software