Sopra Steria - 2020 Universal registration document

3 CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

Average and median annual compensation paid to employees has been calculated on the basis of a population representing on average 86% of employees in France over the period (temporary exclusions from the scope are due to technical difficulties in processing data over all of the five years but calculations made in 2019 showed that the result did not changed beyond the first decimal point). Compensation taken into account includes fixed compensation, variable compensation, bonuses of any kind, performance share plans (measured at fair value), matching employer contribution shares within the framework of employee share ownership plans, and incentives.

The company’s performance is presented in relation to the percentage of achievement of the quantifiable targets set for the Chief Executive Officer by the Board of Directors. These targets concern financial performance (operating profit on business activity and organic growth). The performance level is calculated relative to the target value bestowing the right to 100% of variable compensation for the target achieved without taking account of the trigger thresholds used to calculate variable compensation (i.e. actual level/target level). The weighting of each of these criteria within the overall performance level is the same as the weighting used for the variable compensation of the Chief Executive Officer. For 2020, as the limit set by the Board of Directors for negative organic growth in consolidated revenue was exceeded, the resulting performance level was set at 0%. Other data representative of performance are published data prepared in accordance with applicable standards at the time of publication.

Result of the shareholder consultation on compensation paid to executive 3.3. company officers (General Meeting of 9 June 2020)

RESULT OF THE SHAREHOLDER CONSULTATION ON COMPENSATION PAID TO THE CHAIRMAN ❙

For

Against

Abstain

Resolution Ordinary General Meeting

Votes

% Votes

%

Votes

Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid or allotted to Pierre Pasquier, Chairman, in respect of the year ended 31 December 2019 Approval of the compensation policy for the Chairman, as presented in the Report on corporate governance pursuant to Article L. 225-37-2 of the French Commercial Code

20,726,378 98.83% 244,677 1.17%

605

5

20,874,977 99.54% 96,078 0.46%

605

7

RESULT OF THE SHAREHOLDER CONSULTATION ON COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER ❙

For

Against

Abstain

Resolution Ordinary General Meeting

Votes

% Votes

%

Votes

Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid or allotted to Vincent Paris, Chief Executive Officer, in respect of the year ended 31 December 2019 Approval of the compensation policy for the Chief Executive Officer, as presented in the Report on corporate governance pursuant to Article L. 225-37-2 of the French Commercial Code

20,462,371 97.57% 508,684 2.42%

605

6

20,283,916 96.88% 653,759 3.12%

33,985

8

The Board of Directors took note of the result of the shareholder consultation on compensation paid to executive company officers.

95

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020