Sopra Steria - 2020 Convening Notice

2 SOPRA STERIA GROUP PRESENTATION’S IN 2019 Compensation policy

The compensation policy applies to newly appointed company This option may only be adopted if there is a consensus within the officers. However, in exceptional circumstances, notably to enable Board of Directors over the decision to be made (i.e. no votes new executive company officers to be appointed, the Board of against), and may result in items of compensation not laid down in Directors may temporarily waive application of the compensation the compensation policy being awarded, though any such items policy, in keeping with the interests of the company and where would be subject to ex post approval at the following General necessary to secure the company’s long-term success or viability. Meeting of Shareholders.

Executive company officers 2.2.

COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 2.2.1.

Financial year 2020 et seq. On the recommendation of the Compensation Committee, the Board of Directors decided at its meeting of 20 February 2020 not to make any changes to the compensation policy applicable to the Chairman of the Board of Directors, or to his annual fixed compensation.

COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ❙

Items of compensation Annual fixed compensation

Comments

Determination by the Board of Directors, acting on a recommendation by the Compensation Committee

Annual variable compensation Variable deferred compensation Multi-year variable compensation

Not applicable Not applicable Not applicable Not applicable

Deferment periods; option of asking for variable compensation to be returned

Exceptional compensation

Applicable, by decision of the Board of Directors, contingent upon very specific circumstances (spin-off and listing of a subsidiary, merger, etc.) Payment subject to shareholder approval of all items of compensation at an Ordinary General Meeting and in all circumstances capped at 100% of annual fixed compensation

Share options, performance shares and any other long-term items of compensation Compensation referred to in Article L. 225-45 of the French Commercial Code

Not applicable

Application of Directors’ compensation policy

Any other benefits

Company car Not applicable Not applicable Not applicable

Severance pay/benefit payable upon change of duties

Non-compete payment

Supplementary pension plan

61

SOPRA STERIA NOTICE OF MEETING 2020

Made with FlippingBook Publishing Software