Sopra Steria - 2020 Universal registration document

3 CORPORATE GOVERNANCE Compensation policy


Items of compensation Annual fixed compensation


Determination by the Board of Directors, acting on a recommendation by the Compensation Committee (taking into account the responsibilities held, experience, plus internal and external benchmarking) Amount: 60% of annual fixed compensation if objectives are met p capped at 100% of annual fixed compensation p criteria: p 75% based on one or more quantifiable objectives • 25% based on meeting one or more precisely defined qualitative objectives • consistent with the Group’s strategy and organisation, its corporate responsibility policy and/or the assessment of the company officer’s performance payment subject to shareholder approval of all items of compensation p at an Ordinary General Meeting Applicable, by decision of the Board of Directors, in case of very specific circumstances (spin-off and listing of a subsidiary, merger, etc.) 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 Eligibility for long-term incentive plans set up by the Group for its senior managers (Capped at 100% of annual compensation if targets are met per plan) These plans are subject to continued employment and to strict performance conditions based on targets that are at least equal to any guidance targets disclosed to the market Vesting period of at least three years Obligation to hold 50% of the shares that will vest under these plans for the entire duration of the recipient’s term of office Commitment not to engage in any hedging transactions with respect to performance shares held until the expiry of these plans or of the applicable holding period Not applicable (except in case of appointment by the Board of Directors of the Company. Appointments held at Group subsidiaries do not give rise to any compensation) Company car; contribution to the GSC unemployment insurance for executives Not applicable Not applicable Not applicable

Annual variable compensation

Variable deferred compensation Multi-year variable compensation

Deferment periods; option of asking for variable compensation to be returned

Exceptional 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

Any other benefits

Severance pay/benefit payable upon change of duties

Not applicable Not applicable Not applicable

Non-compete payment

Supplementary pension plan

2.3. Board of Directors

60%: Board of Directors; p 20%: Audit Committee; p 10%: Compensation Committee; p 10%: Nomination, Governance, Ethics and Corporate p Responsibility Committee.

$"% #( ) $# % )$ ' )$'( $ ) % ' #) $"% #. Compensation policy applicable to members of the Board of Directors stipulates that the compensation referred to in Article L. 225-45 of the French Commercial Code must be apportioned in full between members participating in meetings of the Board and its committees (including both Directors and non-voting members) in proportion to their actual attendance at those meetings, whether in person or by telephone or video conference. The total amount of that compensation is divided up in such way that an amount is reserved and then apportioned among the members of the Board of Directors and its committees as follows:

Additional weightings are applied based on attendance, as follows: a coefficient of 2.0 applied to attendance by Chairmen at p meetings of the committees they chair (each meeting attended counts double); a coefficient of 1.2 applied to attendance by Directors who live p outside France at meetings of the Board and its committees. However, this extra weighting does not apply to Directors who are employees of a Group company.



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