Description of Sopra Group’s Share Redemption Programme

Regulatory News :

Sopra Group (Paris:SOP) :

1 Date of the Combined General Meeting that authorised the programme

13 June 2013

2 Analysis by purpose of the treasury shares held as at the date of publication of this description

All of the 12 287 treasury shares held as at 12 June 2013 were allocated to the share redemption programme with the objective of promoting the secondary market in or liquidity of the Sopra Group share pursuant to the liquidity agreement signed with Oddo Corporate Finance in accordance with the AFEI Code of Ethics, as approved by the AMF.

3 Objective of the share redemption programme and use of shares redeemed

The programme’s objective is to:

• obtain market-making services to be rendered by an investment services provider acting in complete independence under the terms of a liquidity contract concluded in compliance with the Code of Ethics of the AFEI recognised by the AMF;

• cover share purchase option plans for Group employees or senior executives under the conditions and in accordance with the procedures stipulated by law;

• retain the shares bought back in order to exchange them or present them as consideration at a later date for a merger, spin-off, contribution of assets and, where applicable, for external growth transactions;

• cede the shares in the Company, upon the exercise of the rights attached to securities giving access to the Company’s share capital through redemption, conversion, exchange, presentation of warrants or any other means;

• implement any market practice that would come to be accepted by the AMF, and in general, to perform any operation that complies with regulations in force.

Maximum portion of share capital and maximum number of shares that may be acquired
10% of the Company’s share capital at 13 June 2013, thus 1,189,348 shares. In consideration of the 12,287 shares held, the current percentage of share capital and the number of shares that may be acquired would be 9.9% and 1,177,061 shares, respectively.

Maximum purchase price for shares: €100

4 Duration of the programme

18 months from the date of the Combined General Meeting, i.e. until 12 December 2014.

5 Results of the previous share redemption programme

The Combined General Meeting of Sopra Group shareholders held on 19 June 2012 authorised the Board of Directors to carry out a share redemption programme for a period of 18 months, i.e. until 18 december 2013.

Disclosure of issuer’s transactions involving its own shares
between 1 June 2012 and 31 May 2013

No shares purchased by Sopra Group pursuant to this share redemption programme were cancelled during the last 24 months.
Sopra Group has not used the proceeds generated by its previous share redemption programme.

Sopra Group

Société anonyme with share capital of €11,893,486
Registered office: PAE Les Glaisins, F-74940 Annecy-le-Vieux
326 820 065 RCS Annecy

This document is a free translation into English of the original French document entitled "Descriptif du programme de rachats d’actions Sopra Group”.
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.