Sopra Steria - 2020 Convening Notice

2 SOPRA STERIA GROUP PRESENTATION’S IN 2019 Implementation of compensation policy applicable to executive company officers over the past five years; fairness ratio

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

Chairman of the Board 3.1. of Directors

Board of Directors with the AFEP-MEDEF Code (§ 24.2) without changing the overall compensation at unchanged activity levels. Indeed, the Chairman of the Board of Directors continues to work full-time as stated in Section 1.1.3, “Overview of the activities of the Chairman of the Board of Directors in 2019”. 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 titled “Fairness ratio” in Section 4, “Standardised presentation of compensation paid to company officers” in this chapter. It is the ratio of the Chairman of the Board of Directors’ compensation to the average and median compensation of employees within the relevant scope (88% of the workforce in France).

In 2017, the General Meeting of Shareholders approved a proposal to the General Meeting to suppress the variable component of compensation for the Chairman without altering the amount of his total compensation package. Under this proposal, the average amount of variable compensation paid since the last update of the fixed component in January 2011 was included within his fixed compensation, whose gross annual amount would thus be raised to €500,000 on a gross basis. This decision by the Board of Directors aims in particular to align the structure of the compensation received by the Chairman of the

CHAIRMAN – FAIRNESS RATIO ❙

Chairman’s compensation Average compensation

Chairman’s compensation Median compensation

Ratio based on average compensation =

Ratio based on median compensation =

Ratio

14

12

10

8

6

4

2

0

2015

2016

2017

2018

2019

Ratio based on average compensation

Ratio based on median compensation

RESULT OF THE SHAREHOLDER CONSULTATION ON COMPENSATION PAID TO THE CHAIRMAN ❙ (GENERAL MEETING OF 12 JUNE 2019)

For

Abstain

Against

Resolution Ordinary General Meeting

Votes

% Votes

% Votes

%

6

Approval of items of compensation paid or allotted in respect of financial year 2018 to Pierre Pasquier, Chairman Approval of the principles and criteria for the determination, distribution and allocation of items of compensation for the Chairman

21,036,401 99.13% 903 0.00% 183,468 0.86%

8

20,991,544 98.92% 1,551 0.01% 227,677 1.07%

65

SOPRA STERIA NOTICE OF MEETING 2020

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