2018 COMBINED GENERAL MEETING CONVENING NOTICE Tuesday 12 June 2018 at 2:30 p.m. Pavillon Dauphine, Place du Maréchal de Lattre de Tassigny, 75116 Paris CONTENTS A WORD FROM THE CHAIRMAN 3 INSTRUCTIONS FOR PARTICIPATING 1 IN THE MEETING 4 HOW TO GET TO THE SHAREHOLDERS 2 MEETING 7 3 CORPORATE GOVERNANCE 8 SOPRA STERIA’S ACTIVITIES 4 AND STRATEGY 28 MEETING AGENDA 5 FOR THE COMBINED GENERAL MEETING 45 6 SUMMARY OF RESOLUTIONS 47 7 PROPOSED RESOLUTIONS 65 ELECTRONIC NOTICES 79 REQUEST FOR DOCUMENTS AND INFORMATION 81 This document is a free translation into English. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. The English PDF and PDFi version of Notice of Meetings is available on the website: https://soprasteria.com/en/investors Sopra Steria Group – Founded 1968 Société anonyme with share capital of 20 547 701 € – 326 820 065 RCS Annecy Registered Office: PAE Les Glaisins, Annecy-le-Vieux, F-74940 Annecy Head office: 9 bis, rue de Presbourg, F-75116 Paris Telephone: +33 (0)1 40 67 29 29 - Fax: +33 (0)1 40 67 29 30 [email protected] – https://www.soprasteria.com 2 SOPRA STERIA CONVENING NOTICE 2018 SOPRA STERIA REACHED A NEW MILESTONE IN ITS DEVELOPMENT IN 2017 Dear Shareholders, With this in mind, our strategy is predicated on four key principles: pp independence, which underpins our long-term vision and our It is my pleasure to invite you to attend the Combined General entrepreneurial model; Meeting of Sopra Steria Group shareholders, to be held on Tuesday, 12 June 2018 starting at 2:30 p.m. at the Pavillon Dauphine, Place pp expansion, which requires a combination of brisk organic growth du Maréchal De Lattre de Tassigny, Paris 16, France. and a targeted acquisition policy; We recorded a healthy performance, with organic revenue growth pp added value, which relies to a large extent on our Business of 3.5% bringing revenue to €3,845.4 million. Operating profit Consulting and Digital Consulting activities and on Software; on business activity grew by 9.5% to €329.8 million, and our pp singularity, which is embodied in the special relationships we forge margin reached 8.6%, an improvement of 0.6 points compared with our clients based on a deep connection, reliability and trust with 2016. Lastly, net profit attributable to the Group rose 14.0% to over the long term. €171.4 million. As a result, we reached the targets set in 2015 when By executing this strategy, we aim to achieve organic growth over Sopra and Steria merged – namely revenue of between €3.8 billion the next three years at a pace of between 3% and 5% per year, with and €4 billion and an operating margin on business activity of an operating margin on business activity of around 10% in 2020. between 8% and 9%. These results are the culmination of our efforts The digital revolution is unfurling across all sectors of the economy to completely transform the Group. The business segments that had and all aspects of society. We aim to build on our strengths to seen performance shortfalls in 2014 (Germany and IT infrastructure maximise our leverage without losing sight of what still needs to be management in France) were successfully turned around and today done to complete our own transformation. By doing so, we can look are a source of strength for the future. We have launched a targeted to the future with clarity, confidence and determination. repositioning plan covering our operations in the United Kingdom. In particular, it aims to bolster the businesses serving the private As every year, I would like to share with you these evolutions during sector. our General Meeting. This General Meeting is a prime opportunity In France, we strengthened our leadership in Consulting and Systems for Sopra Steria Group and its shareholders to exchange information Integration. We backed up our healthy business performance with and engage in dialogue. I hope you will be able to take part in this substantial investments to expand our offerings. Generally speaking, meeting in person to express your thoughts on decisions concerning our move up the value chain has increased the relative size of our the Group. However, if you are not able to attend, you still have Consulting and Software businesses, which now generate close to the option of voting by mail or online, or appointing the Chairman one-quarter of the Group’s revenue. of the General Meeting or any other person you choose to serve as your proxy. We are committed to a proactive corporate responsibility policy, fully aligned with our business goals and our transformation programme. You will find all the relevant information in this document, In 2017, we contributed to 16 of the 17 United Nations Sustainable as well as the meeting’s agenda and the draft resolutions Development Goals through our social, societal, environmental which will you will be requested to approve. Documents and and ethical initiatives. As far as our workforce policy is concerned, information may also be consulted on Sopra Steria Group’s website: we provided over one million hours of training to our employees https://www.soprasteria.com/en/investors. The day, on which the in 2017. As part of our commitment to the environment, we meeting is held, you will also be able to consult all the materials continued to reduce our greenhouse gas emissions and reiterated presented there and the results of resolution votes on the Group’s our target of cutting them by 21% from their 2015 level by 2025. website Our societal accomplishments in 2017 included the award of On behalf of the Board of Directors, I would like to thank each and EcoVadis’ Gold Advanced level, a standard achieved by less than 1% every one of you for your trust and your loyalty, and I hope to see of businesses rated by the organisation. Lastly, we strengthened the you on 12 June. ethics- and compliance-related aspects of our governance framework PIERRE PASQUIER, in 2017 with the creation of a new Corporate Governance & Risk Management Department. Chairman of Sopra Steria Group Our clients’ needs are changing, and they now demand greater agility, rapidity and added value. Today more than ever before they are looking for partners able to invent the business models of the future with them and support their transformation. SOPRA STERIA CONVENING NOTICE 2018 3 1 INSTRUCTIONS FOR PARTICIPATING IN THE MEETING You must be a shareholder Holders of registered shares must have their shares registered in Sopra Steria Group also offers holders of registered shares the the Company’s accounts no later than 0:00 a.m. (Paris time) on the option to vote online, in advance of the General Meeting, via the second business day preceding the Meeting. Votaccess electronic voting system, accessible: Holders of bearer shares have the same amount of time to pp for registered shareholders, via a link in the “Investors” section prove their identity and ownership of their shares by presenting of the Company’s website (https://www.soprasteria.com/en/ a certificate of investment issued by their bank, investment investors), which automatically redirects shareholders to the company or other authorised intermediary, showing custody of their dedicated voting portal (https://www.actionnaire.cmcicms.com). shares in an account no later than 0:00 a.m. (Paris time) on the This electronic system allows shareholders to request admission second business day preceding the Meeting. Documents are to be cards, submit voting instructions and appoint or rescind the sent to CIC – Service Assemblées – 6 avenue de Provence – 75009 appointment of a proxy under the conditions discussed below, all in Paris, France. advance of the General Meeting. The deadline for completing these formalities is 8 June 2018 at 0:00 a.m. (Paris time). Please choose one of the following: 1. You would like to physically attend the Meeting 2. You would like to send a postal or electronic vote or Shareholders who wish to attend the General Meeting in person may appoint the Chairman or another representative as your request admission cards as follows: proxy Postal requests for admission cards Postal voting or proxy forms pp Holders of registered shares: Send the admission card request Shareholders not attending General Meetings in person who wish to by post so that it will be received no later than 8 June 2018 by submit postal votes or to be represented at the Meeting by granting CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, authority to the Chairman of the Meeting or other representative to France, or report to the venue on the day of the General Meeting; vote on their behalf may: pp Holders of bearer shares: Ask the authorised intermediary pp for holders of registered shares: fill in and send back the responsible for managing your securities account to request an voting or proxy form, included with the invitation to the Meeting, admission card. CIC must receive the authorised intermediary’s to the following address: CIC – Service Assemblées – 6 Avenue de request before 6 June 2018. Provence – 75009 Paris, France. [see instructions below]; In either case, if CIC receives an admission card request after that pp for holders of bearer shares: send a request for the combined date, the shareholder concerned will need to report to the reception voting or proxy form to the intermediary managing the securities counter for “Shareholders without cards” or “Shareholders without account upon receiving the invitation to the Meeting. This form documents” on the day of the Meeting and present his or her must first be filled in by the shareholder, then sent back to the certificate of investment.