Sopra Steria - 2021 Combined General meeting


Standardised presentation of compensation paid to company officers


Compensation paid to the Chairman Average compensation

Compensation paid to the Chairman Median compensation

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Ratio based on average compensation

Ratio based on median compensation

' $# % ! Vincent Paris has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. After 26 years of employment within the Group, as part of the tie-up with Groupe Steria and as its integration was being completed, he was appointed Deputy Chief Executive Officer in January 2014 and Chief Executive Officer in March 2015. The Board of Directors thus decided to adjust his fixed annual compensation to €400,000 with effect from 1 July 2015. The criteria used to determine and structure his variable compensation have remained strictly in keeping with those used for the Company’s senior managers. In 2017, at the General Meeting, the shareholders approved the change in the compensation policy for the Chief Executive Officer decided by the Board of Directors: the Chief Executive Officer’s annual fixed compensation was p raised to €500,000 on a gross basis, effective 1 January 2017; under this proposal, the Chief Executive Officer’s variable p compensation was set at 60% of his annual fixed compensation should the objectives be met, capped at 100% in the event of particularly outstanding performance. The procedures used to determine annual variable compensation were also revised in the interests of clarity and compliance with AFEP-MEDEF recommendations. Of the criteria taken into account, two-thirds (i.e. 40% of annual fixed compensation, if targets are fully met) was based on the quantifiable target (operating margin on business activity) and one-third (i.e. 20% of annual fixed compensation, if targets are fully met) was based on one or more qualitative targets. The precisely defined qualitative objectives are consistent with the Group’s strategy and organisation, its corporate responsibility policy and/or the assessment of the company officer’s performance. For financial year 2018, the quantifiable objective of operating margin on business activity and the three qualitative objectives in line with strategy and with regards to the Group’s organisational,

governance and HR transformation priorities, were unanimously approved by the Board of Directors at its meeting of 16 February 2018, without the Chief Executive Officer being present. While noting the progress made by the Group in 2018, particularly on the cash generation front, the Compensation Committee took into consideration the implications for all the various stakeholders (employees and management, shareholders) of the shortfall in the operating margin on business activity relative to the targets set at the beginning of the year. At the end of its review, it concluded that the Group’s performance was not sufficient to justify the payment of variable compensation in respect of the 2018 financial year. After due consideration, the Board of Directors approved the recommendation made by the Compensation Committee. Vincent Paris was eligible for all three performance share plans decided on by the Board of Directors in 2016, 2017 and 2018. A total of 9,000 rights to performance shares have thus been awarded to Vincent Paris, in accordance with the authorisation given by shareholders at the General Meeting of 22 June 2016, compared with the 316,500 rights granted to all the other recipients under these plans, with 5,794 shares effectively deliverable. The vesting periods for the three plans in question were extended from 24 June 2016 to 31 March 2021. The chart below shows how the fairness ratios provided for by Ordinance 2019-1234 of 27 November 2019 have varied over time. It presents: the change in the company’s performance level in relation to the p extent to which the Chief Executive Officer achieved his quantifiable targets (financial performance of the company); the change in the amount and composition of the Chief Executive p Officer’s total compensation; ratios calculated relative to the average and median p compensation of employees across the broader scope (average 86% of the workforce in France over the period).



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