Sopra Steria - 2020 Convening Notice

2 SOPRA STERIA GROUP PRESENTATION’S IN 2019

Standardised presentation of compensation paid to company officers

Some shareholders want to limit the number of members of the considers that this situation – the advantages of which have already Board of Directors who are not absolutely independent. The Board been explained – does not change in any way his independence of of Directors has therefore decided to take account of this position mind or critical thinking given his situation and experience. After and reduce the proportion of directors linked to the company by an discussing the matter on 20 February 2020 in the absence of the employment contract (employees) or a supplier contract (consulting interested party, the Board of Directors unanimously confirmed that services provider). Some Directors whose terms of office are due to this agreement still met the criteria under which it had been expire at the next General Meeting will therefore not be authorised and indicated that it would maintain the authorisation reappointed. In the case of Mr Hayat, the Board of Directors previously granted. SHARE SUBSCRIPTION AND PURCHASE OPTIONS GRANTED DURING THE YEAR TO EXECUTIVE COMPANY OFFICERS ❙ (TABLE 4 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020) None. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE YEAR BY EXECUTIVE COMPANY OFFICERS ❙ (TABLE 5 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020) None.

PERFORMANCE SHARE AWARDS GRANTED TO EXECUTIVE COMPANY OFFICERS DURING THE FINANCIAL YEAR ❙ (TABLE 6 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

Number of Sopra Steria Group shares in awards granted during the year

Value of shares according to the method used for the consolidated financial statements

Number and date of plan

Vesting date

Availability date

Performance conditions

Name of executive company officer

Vincent Paris

- -

- -

- -

- -

- -

TOTAL

-

At its meeting of 24 June 2016, the Board of Directors decided to set up a long-term incentive plan (LTI A), covering a total of 88,500 rights to free performance shares, for the Group’s senior managers. In this regard, it granted 3,000 rights to shares (0.01% of the share capital) to Vincent Paris, executive company officer. The Board of Directors decided at its meeting of 24 February 2017 to set up a second long-term incentive plan (LTI B), along the same lines as the 24 June 2016 plan, awarding a total of up to 109,000 rights, including 3,000 (0.01% of the share capital) awarded to Vincent Paris. Lastly, the Board of Directors decided at its meeting of 16 February 2018 to set up a third plan of this type (LTI C), still along the same

lines as the earlier plans and corresponding to a total of 128,000 rights to performance shares, including 3,000 rights (0.01% of the share capital) conditionally awarded to Vincent Paris. This plan remains in force. No share awards were decided in 2019. A total of 9,000 rights to performance shares have thus been conditionally awarded to Vincent Paris, in accordance with the authorisation given by shareholders at the General Meeting of 22 June 2016. The vesting periods for the three plans in question extend from 24 June 2016 to 31 March 2021.

PERFORMANCE SHARES NO LONGER SUBJECT TO A HOLDING PERIOD DURING THE YEAR FOR EACH EXECUTIVE COMPANY ❙ OFFICER (TABLE 7 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

Number of shares becoming available during the financial year 992 shares with no minimum holding period 992 shares with a minimum holding period

Number and date of plan

Vincent Paris

24/06/2016 LTI A plan

for the entire term of office TOTAL: 1,984 SHARES

Since the targets linked to the LTI A plan of 24 June 2016 were the LTI B plan of 24 February 2017 were 63.5% achieved, Vincent 66.11% achieved, Vincent Paris received a full and final grant of Paris received a full and final grant of 1,905 shares on 1 April 2020, 1,984 shares on 1 April 2019, and he is obliged to retain at least and he is obliged to retain at least 953 of these shares until his term 992 of these shares until his term of office as Chief Executive Officer of office as Chief Executive Officer comes to an end. comes to an end. For information, since the targets linked to

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SOPRA STERIA NOTICE OF MEETING 2020