pursuant to Article L.225-42-1 of the French Commercial Code

Paris, 22 October 2012 
 
The Board of Directors of Sopra Group, convened following the Shareholders’ General Meeting of 19 June 2012, resolved to dissociate the positions of Chairman and Chief Executive Officer as of 20 August 2012, and to name as Chief Executive Officer as of this date Mr. Pascal Leroy, Group Managing Director of Sopra Group since 3 December 2010.
 
During the meeting held on 31 July 2012, as recommended by the Compensation Committee, the Board of Directors resolved:
 
  • to set Pascal Leroy’s fixed annual compensation at 400,000 euros as of 20 August 2012;
  • to maintain the rules for determining his variable compensation, which may reach 40% of his fixed annual compensation when personal and collective goals (based on Group profitability) are met, and 60% in the event of excellent performance;
    to maintain Pascal Leroy’s work contract in light of his seniority; this work contract had been suspended upon Pascal Leroy’s nomination as Group Managing Director in December 2010;
  • to maintain the benefits in kind that he already enjoyed, assessed at 15,835 euros for the 2011 financial year.
Under Group policy, Pascal Leroy also enjoys access to computing and communication tools, and is reimbursed for his working expenses in accordance with current rules.
 
Lastly, during the meeting held on 17 October, the Board of Directors resolved, as recommended by the Compensation Committee, to grant Pascal Leroy a guarantee.
This guarantee would be invoked only if his term of office and work contract were to end at the same time, on the Company’s initiative, barring gross negligence or misconduct or compulsory retirement.
The target amount for this guarantee will be equal to the average of the variable compensation with goals met, over the two financial years preceding the end of the term of office.
The amount actually paid out will be determined by the product of the target amount and the average rate of performance over the preceding two financial years.
 
The average rate of performance is defined as the ratio of average variable compensation actually paid out over the two preceding years to average variable compensation with goals met.
The guarantee will thus be paid out on the precondition of the Board of Directors’ prior acknowledgment of the fulfilment of the performance criteria agreed upon for the payment of variable compensation over the reference period. Moreover, the amount of the guarantee will be strictly proportional to the performance assessment accepted by the Board of Directors.
 
Pursuant to the provisions of the French Commercial Code, this guarantee will be subject to approval by the next General Meeting.