Sopra Steria - 2021 Combined General meeting


For 2021, the targets associated with the variable compensation of the Chief Executive Officer were approved as follows:



% of AVC*

% of AFC*

Operating margin on business activity

Quantifiable Quantifiable

45.0% 30.0% 75.0%

27.0% 18.0% 45.0%

Organic revenue growth

Subtotal: Quantifiable criteria

Implementation of leadership structure and application of key Group policies Progress towards meeting the target of increasing the proportion of women in senior management positions by 2025 Progress towards meeting the target of zero net emissionsby 2028




Qualitative Qualitative

7.5% 7.5%

4.5% 4.5%

Subtotal: Qualitative criteria



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*AVC: Annual variable compensation; AFC: Annual fixed compensation

The specific quantifiable target values are not disclosed in advance for confidentiality reasons and so as not to interfere with financial communications. Targets are set at levels that are designed to be both demanding and motivating. They aim to help the Group meet – and if possible exceed – its targets. Based on the targets adopted, an amount equivalent to 60% of the annual fixed compensation cannot be exceeded. Even so, in the event of an outstanding performance relative to the quantifiable targets, the Board of Directors may, after consulting the Compensation Committee, authorise the integration of targets being exceeding, subject to the cap on annual variable compensation set at 100% of annual fixed compensation. Effective payment of the Chief Executive Officer’s variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting. Conversely, the Board of Directors may consider that the Group’s performance does not merit payment of variable compensation in respect of the financial year in question, irrespective of the extent to which any qualitative targets may have been achieved. In such cases, it proposes to the shareholders that no variable compensation be paid in respect of that financial year. Lastly, in exceptional circumstances (e.g. in the event of an exogenous shock), if the Group’s results were such that the normal system of variable compensation for employees and Executive Committee members needed to be suspended, the Compensation Committee would review the situation of the Chief Executive Officer and could, as the case may be, recommend to the Board of Directors that it ask the shareholders at the General Meeting to approve an improvement to his variable compensation if that would serve the Company’s interests. The Compensation Committee formulated its recommendation to the Board of Directors in consideration of the strategy, the Group’s circumstances and the goal of boosting its performance and competitiveness over the medium to long term. It also focused on driving the Group’s transformation and taking into account the social and environmental implications of its business activities through qualitative targets. Target of increasing the proportion of women in senior management positions by 2025: Increasing the proportion of female Executive Committee p members from 12% to 30%; Raising the proportion of women in upper management p positions initially from 15% to 20%, thus a 33% increase.

At the present time, the Compensation Committee is evaluating whether it might be possible and appropriate to put in place a new long-term incentive plan in 2021 or 2022, under the authorisation to be requested at the General Meeting of 26 May 2021, based on awarding performance shares to management. Except in response to a necessity relating to the situation of the Group or its environment, on which the Board of Directors would provide a report, any new plan decided upon during the year would have the same features as the previous plans, with the potential addition of a target related to corporate social responsibility. The weighting of such a criterion, should it be decided to introduce a new one, would not exceed 10% of the total. The performance share plans put in place by the Group in 2016, 2017 and 2018 all had the following features in common: for all recipients, the granting of shares was subject to continued p employment at the end of the three-year vesting period. However, this condition could be waived in whole or in part, in derogation of the foregoing and on an exceptional basis (in practice fewer than 2% of departures); achievement of the performance condition was measured by p calculating the average annual target achievement rates, with each of the criteria given an equal weighting; the three criteria related to organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue) and free cash flow; strict targets were set over the entire plan period (the year of p allotment and the two following years). These targets were at least equal to any publicly disclosed guidance or, for targets expressed as a range, at least the minimum level of the guidance range disclosed; the target achievement rate for each of the three plans was 66.1%, 63.5% and 63.5%, respectively; The Chief Executive Officer, Vincent Paris, was subject to the p same rules as all the other recipients under these plans. However, the Board of Directors decided that he must retain at least 50% of the vested shares allocated to him under these plans throughout his entire term of office; Vincent Paris agreed not to hedge any performance shares until p the applicable holding period had expired.



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