Sopra Steria - 2020 Convening Notice

3 SUMMARY OF RESOLUTIONS Summary of resolutions


Director Number of shares in the Company owned personally: None

Appointment as Independent Director

Business address: c/o Ortec Expansion 550, rue Pierre Berthier Parc de Pichaury 13100 Aix-en-Provence (France)

Date of first appointment: 09/06/2020 Proposed term of office: 2 years

Nationalité : French

Âge : 65

Appointments Outside France

Outside the Group

Listed company

Main positions and appointments currently held

Chairman and CEO of Ortec group p Director of Crédit Mutuel Equity (SA) p Chairman of La Cave de la Bargemone p Joint Manager of SCEA du Sud Est p

Company officer of direct and indirect subsidiaries of Ortec group p Other directorships and offices held during the last five years: None p

Biography André Einaudi is the Founding Chairman and CEO of Ortec Group, an international integrator of construction and engineering solutions, with locations on four continents. An engineer and graduate of the IAE Aix-en-Provence business school, André Einaudi has spent his entire career in business services. He joined a group of service companies in the south of France in 1980 as a project engineer. He built the company’s Service, Organisation and Methods Department from the ground up to meet the needs of its client Total. In 1985, he was named to head Industrial Agencies Department, managing a team of 300 people. In 1987, he became Chairman of the Executive Board of an entity bringing together the industrial engineering firm Buzzichelli and the activities Industrial Maintenance and Environment Department, under his aegis which took the name Ortec. Backed by a team of senior managers, André Einaudi led the leveraged management buy-out of Ortec in 1992. Newly independent, the young firm expanded into the fields of waste management and the decontamination of industrial sites. Through a series of successful acquisitions, André Einaudi has guided Ortec’s continuing development with a focus on diversification, with respect to both client sectors and business activities. Widely recognised as a business leader, André Einaudi created O. Forum in 2000, an annual event for decision makers across industries. Each year, he brings together a panel comprised of participants from various backgrounds, to exchange ideas, share the transformations and challenges that will be faced by industry in the future.

The Nomination, Governance, Ethics and Corporate Reponsibility Committee recommended that the Board not propose the following for shareholder approval at the General Meeting: the renewals of the terms of office of Astrid Anciaux and Solfrid p Skilbrigt as Director. Astrid Anciaux and Solfrid Skilbrigt were appointed to the Board as part of the tie-up between Sopra and Steria, and they both hold standard permanent employment contracts with subsidiaries of the Company unconnected to their service as Board members; the renewal of the term of office of Jean-Bernard Rampini, who p also holds a standard permanent employment contract, unconnected to his service as a Board member, without appointing a new Non-voting Director as his successor. After discussion, the Board of Directors decided to follow the committee’s recommendations. The Board of Directors recognises the essential contributions of Astrid Anciaux, Solfrid Skilbrigt and Jean-Bernard Rampini, who worked initially on bringing together the teams of Sopra Group and Groupe Steria then, as both Board members and senior executives, on ensuring the successful integration of the two companies. They

also assisted with giving the employees of the new group a stake in its performance via the employee share ownership programmes set up by the Board of Directors since 2016 and the continuous support they have provided to the Employee Share Ownership Department. The Board reviewed the results of the committee’s examination of independence criteria and agreed with its conclusion that both of the new Board members whose appointments will be submitted for shareholder approval at the General Meeting are independent within the meaning of the AFEP-MEDEF Corporate Governance Code. With respect to criterion 3 relating to business relationships, the Board of Directors considers that although a real estate investment trust held by Mr Einaudi happens to be the owner of premises occupied by the Company for a number of years at one of its locations in France, this does not constitute a material business relationship. In reaching this conclusion, the Board took into account the age, term and amount of the lease. It also noted the customary nature of this type of relationship for the Group. With limited exceptions, the Group does not own its buildings. Lastly, the Board confirmed that no dependency is created for the lessor in relation to this lease.



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