Sopra Steria - 2020 Convening Notice

3 SUMMARY OF RESOLUTIONS Summary of resolutions

Summary of resolutions

Ordinary General Meeting 1.1.

The vote by the General Meeting on these disclosures reflects the amendment to Article L. 225-100 II of the French Commercial Code. The disclosures contained in the Report on corporate governance cover all the company officers, including those whose term of office came to an end during the year ended 31 December 2019. If the General Meeting failed to approve Resolution 4, payment of the compensation to members of the Board of Directors for the current year would be suspended until a revised compensation policy is approved in a vote by shareholders at the next General Meeting. Once the payment resumes, it would include arrears accrued since the previous General Meeting. Under Resolutions 5 and 6 and in accordance with the provisions b. of Article L. 225-100 III of the French Commercial Code, you are kindly asked to approve the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the year ended 31 December 2019 or allotted in respect of that year to the company officers, namely Pierre Pasquier, in his capacity of Chairman, and Vincent Paris, in his capacity as Chief Executive Officer. These details are disclosed in the Report on corporate governance prepared by the Board of Directors in accordance with Article L. 225-37 of the French Commercial Code. They are in line with the compensation policy approved by the Combined General Meeting of the shareholders on 12 June 2019. Pursuant to Article L. 225-100 III of the French Commercial Code, the payment to Vincent Paris of the variable components of his compensation is contingent upon shareholder approval at the General Meeting of the items of compensation attributable to him in respect of the 2019 financial year. See also Section 4, “Standardised presentation of compensation paid to company officers” in this document pages 67 to 74. Under Resolutions 7 and 8 and in accordance with the c. provisions of Article L. 225-100 II of the French Commercial Code, you are kindly asked to approve the compensation policies applicable respectively to the Chairman of the Board of Directors (Resolution 7), and the Chief Executive Officer (Resolution 8). These disclosures are presented in Section 2 “Compensation policy” of this document, pages 60 to 64. These policies would be applied in the event of the nomination of new company officers. The policy defined for the Chief Executive Officer would be applicable in the event of the nomination of a Deputy CEO. These compensation details, which were decided on by the Board of Directors on the recommendation of the Compensation Committee, are set out in Section 2, “Compensation policy” of this document, pages 60 to 64. Under Resolution 9 and in accordance with the provisions of d. Article L. 225-100 II of the French Commercial Code, you are kindly asked to approve the compensation policies applicable to the Board members. These details of the compensation policy for Board members, which were decided on by the Board of Directors on the recommendation of the Compensation Committee, are set out in Section 2, “Compensation policy” of this document, pages 60 to 64.

APPROVAL OF THE INDIVIDUAL FINANCIAL 1.1.1. STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS OF SOPRA STERIA GROUP (RESOLUTIONS 1 AND 2) The Board of Directors submits for your approval: the individual financial statements (Resolution 1) and the p consolidated financial statements of Sopra Steria Group (Resolution 2) for the year ended 31 December 2019, as presented in Chapters 5 and 6 of the Company’s Universal Registration Document for the year ended 31 December 2019 pages 151 to 217 and 223 to 250, respectively; the list of non-tax-deductible expenses totalling €629,617.99 and p the corresponding tax charge. These expenses consist of rental or lease payments and depreciation in respect of the Company’s vehicle fleet. The Statutory Auditors’ reports on the individual financial statements of Sopra Steria Group are presented in Chapter 6 of the Universal Registration Document of the Company for the financial year ended 31 December 2019 (pages 251 to 254). The Statutory Auditors’ reports on the consolidated financial statements of Sopra Steria Group are presented in Chapter 5 of the Universal Registration Document of the Company for the financial year ended 31 December 2019 (pages 218 to 222). PROPOSED APPROPRIATION OF EARNINGS 1.1.2. (RESOLUTION 3) Sopra Steria Group SA generated net profit of €147.1 million, giving consolidated Group net profit (attributable to owners of the parent) of 160.3 million. Given the current context of the Covid-19 pandemic and in a spirit of responsibility, the Board of Directors proposes that no dividend is distributed and that profit available for distribution is allocated to "Retained earnings". Pursuant to Law no. 2019-486 of 22 May 2019 on growth and business transformation (known as the Pacte Law) authorising the government to enact into French law Directive (EU) 2017/828 of 17 May 2017, order no. 2019-1234 of 27 November 2019, published in the Official Journal on 28 November 2019 and supplemented by a decree no. 2019-1235 published on the same day, introduced changes to the rules on executive pay applicable to listed companies. Under Resolution 4 and in accordance with the provisions of a. Article L. 225-100 II of the French Commercial Code, you are kindly asked to approve the disclosures presented in the Report on corporate governance prepared by the Board of Directors pursuant to Article L. 225-37-3 I of the French Commercial Code. These disclosures are presented in Section 2 “Compensation policy” of this document, pages 60 to 64. COMPENSATION OF COMPANY OFFICERS 1.1.3. (RESOLUTIONS 4 TO 9)

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SOPRA STERIA NOTICE OF MEETING 2020