Sopra Steria - 2020 Universal registration document

3 CORPORATE GOVERNANCE Compensation policy

against), and may result in items of compensation not laid down in the compensation policy being awarded, though any such items would be subject to ex post approval at the following General Meeting of Shareholders. Executive company officers 2.2. The Compensation Committee made recommendations concerning the compensation policy for executive company officers, which was reviewed by the Board of Directors at its meeting on 25 February 2021.

Note that application of the compensation policy and the payment of variable and exceptional components of compensation pursuant to this policy is subject to shareholder approval at an Ordinary General Meeting.

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Financial year 2021 and following The Board of Directors decided, on the recommendation of the Compensation Committee, 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

Possible, by decision of the Board of Directors, but contingent upon very specific circumstances with substantial consequences on the role and activity of the Chairman of the Board of Directors 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. 22-10-14 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

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Financial year 2021 and following The Board of Directors decided, on the recommendation of the Compensation Committee, not to make any changes to the Chief Executive Officer’s annual fixed compensation. At present, the guidelines for the structure of the Chief Executive Officer’s annual variable compensation, as determined by the Board of Directors, are as follows:

Criteria

Type

% of AVC*

% of AFC*

One or more targets One or more targets

Quantifiable Qualitative

75% 25%

45% 15%

(#(

AVC: annual variable compensation; AFC: annual fixed compensation. *

The increase in the weighting of qualitative targets in the variable compensation of the Chief Executive Officer (changed from 10% to 25%) resulted from the wish to increase the share of medium-term targets, whether these related to the social and environmental implications of the Group’s business activities or its organisation and strategy.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020