URD 2024

INCLUDING THE ANNUAL FINANCIAL REPORT AND MANAGEMENT REPORT
CONTAINING COMPONENTS OF THE SUSTAINABILITY REPORT

The original French-language version of the Universal Registration Document was filed on 14 March 2025 with the Autorité des Marchés Financiers (AMF) in its capacity as competent authority in respect of Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation.

The original French-language version of the Universal Registration Document may be used for the purposes of an offer to the public of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and any amendments made to the Universal Registration Document. The resulting combined document is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This document is a free translation into English of the original French “Document d’enregistrement universel”, referred to as the “Universal Registration Document”. It is not a binding document. In the event of a conflict of interpretation, reference should be made to the French version, which is the authentic text.

“ In the face of global operators, the Group has positioned itself as a trusted, credible European alternative”

Pierre Pasquier

Chairman and Founder of Sopra Steria Group

Recent events have confirmed and amplified the profound upheavals that have been taking place for a number of years now: new political realities on the national and international stage, regional conflicts, technological acceleration, the energy transition… The result, in early 2025, is a particularly uncertain environment.

Against this backdrop, Sopra Steria is holding its course and rolling out its strategy. The Group has established itself as a European leader in consulting and digital services. In the face of global operators, it has positioned itself as a trusted, credible European alternative to help transform large organisations through technology and artificial intelligence.

In line with this strategy, in 2024 we decided to dispose of our banking software activities to refocus on consulting and digital services, and to unlock flexibility to invest in our transformation.

This transformation encompasses in particular our offers, our operating model, and our managerial and human resources. In the medium term, our goal is to streamline our business model, reinforce our consulting capacity, and generate more than 60% of the Group’s revenue through digital and cognitive technologies.

We are convinced that, in a rapidly changing environment and an increasingly digital economy, technology is a powerful driver of resilience, performance and organisational transformation.

Artificial intelligence, which is rapidly ramping up, is an additional transformation vector. For Sopra Steria, AI has created a vast range of opportunities that we will seize, while taking an ethical, sovereign approach.

For the past several quarters, our market environment has appeared less buoyant. Despite the wait-and-see attitude that has prevailed in a number of sectors, Sopra Steria showed resilience in 2024. Revenue held relatively steady (down slightly [0.5%]), operating performance was solid (with an operating margin of around 10%, up 0.4 percentage points from 2023), and debt levels were brought down nearly 60% (to around 19% of equity).

Backed by this healthy, robust position, we are determined to step up the pace of the Group’s transformation in 2025 to pursue our ambitious corporate plan.

Sopra Steria, a major European digital services group, is a trusted alternative to the global tech giants. The Group harnesses cutting-edge technology to help address the challenges facing industry and society. As innovation gathers pace, solutions are rarely obvious or unique.

See Chapter 1 for more information

   Gender equality in the Group

 Prioritising gender equality in management and business lines

   Climate targets

 Targets (change vs 2019)

   Security and digital sovereignty

See Chapter 4 for more information

 Group revenue by vertical market

See Chapter 5 for more information

See Chapter 5 for more information

 More than 50 years of continuous growth and transformation

• 1_Formerly Axway Software

 Key features of the corporate plan

 A core shareholder backing the corporate plan

See Chapter 7 for more information

 Examples of market recognition for Sopra Steria

 Our mission

Technology serves as a gateway to infinite possibilities. As fascinating as this never-ending stream of innovations is, it also raises questions as to what is actually behind the frantic race for novelty and change.

Solutions are never straightforward or obvious, and there is certainly never just one way of doing things.

At Sopra Steria, our mission is to guide our clients, partners and employees towards bold choices to build a positive future by putting digital technology to work in service of humanity.

Beyond technology, we set great store by collective intelligence, in the firm belief it can help make the world a better place.

Together, we are building a highly promising future by delivering tangible benefits: sustainable solutions with positive impacts that take full account of interactions between digital technology and society. There’s still so much more we can achieve together.

Dare together

At Sopra Steria, we strive to create a stimulating, group-oriented environment inspiring free thinkers to engage in open, frank discussions. Our goal is to foster the development of skills and entrepreneurship in a community driven by a desire for collective success.

 Values that bring us together

 Extensive range of high-value-added offers

 End-to-end approach

 Shifting from a service-based approach to high value-added offers

See Chapter 1 for more information

 The value creation model

 Sample value creation performance measures in 2024 for the Group’s main stakeholders

• 1.AI: Artificial intelligence
• 2.IoT: Internet of Things

 Board of Directors

   Governance

 Executive bodies

 Strategy

Sopra Steria is keen to establish itself as a European leader in digital services and position itself as a trusted, credible European alternative to global operators. The Group is developing and strengthening its foothold in four strategic markets (Public Sector, Financial Services, Defence & Security, Aerospace), where issues relating to sovereignty and responsible digital technology are becoming increasingly critical in Europe. To this end, it focuses on delivering high value-added offers and an industrial and sustainable approach to implementing technology. The Group aims to act and innovate in such a way as to be able to influence how its stakeholders make use of technology.

 Sopra Steria’s European plan

 Ambitions for 2028

Sopra Steria has set itself the target of exceeding €7 billion in revenue by 2028, building on five major geographic areas generating revenue of around or above €1 billion (France, United Kingdom, Benelux, Scandinavia and Germany). The consulting business will be built up to at least 12% of Group revenue, as will next-generation technologies, with their share of Group revenue rising to more than 60%.

See Chapter 1 for more information

 Participants in internal control and risk management

 Identification of the Group’s main risks

The most material risks specific to Sopra Steria are set out below by category and in decreasing order of criticality (based on their probability of occurrence combined with the estimated severity of their impact), taking account of the mitigation measures already implemented. This presentation of residual risks is not intended to show all of Sopra Steria’s risks.

The internal control system and risk management policies implemented by the Group aim to lower the probability of occurrence of these main risk factors and their potential impact on the Group.

Each of these risk management policies is described in detail in the “Risk factors and internal control” chapter of this document.

• 1_For more information, please refer to Chapter 4, “Sustainability Report”

“Sustainability and digital technology are intrinsically linked and must be used to drive responsible, lasting growth.” In 2024, we ramped up our social and environmental commitments and made notable progress in decarbonisation and diversity. The Corporate Sustainability Reporting Directive (CSRD) marks the next step in ensuring that our commitments are transparent. We will continue to innovate and mobilise our stakeholders to build a more peaceful and sustainable future.”

Cyril Malargé, Chief Executive Officer

 13 key issues regarding impact materiality and/or financial materiality.

Sopra Steria conducted a double materiality assessment¹, the outcome of which confirmed the Company’s priorities, some of them longstanding, while providing a fresh perspective on the value chain.

These priorities reflect Sopra Steria’s identity, strategy and business model, which are intrinsically linked to the quality of its relationships with its partners and the role of digital technology in society.

• ■ Climate change adaptation (ESRS E1)
• ■ Reducing and mitigating the carbon footprint (ESRS E1)
• ■ Resource and waste management (ESRS E5)
• ■ Priority placed on training and skills (ESRS S1)
• ■ Equal opportunities and diversity (ESRS S1)
• ■ Employee protection and trust (ESRS S1)
• ■ Social dialogue (ESRS S1)
• ■ Regional presence (ESRS S3)
• ■ Contribution to essential public services (ESRS S4)
• ■ Business conduct and compliance (ESRS G1)
• ■ Cybersecurity and digital sovereignty
• ■ Developing responsible digital technology

• 1_ Analysis conducted in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD)

Sopra Steria is fully committed to managing its corporate responsibility priorities to ensure that it delivers as a responsible corporate citizen and meets its stakeholders’ expectations. The results achieved are testament to the Group’s tangible commitment in relation to social, environmental and societal issues.

Commitments to employee

• ■ 7,436 new hires 7,436 new hires within the Group
• ■ 23,096 Group employees (45.3% of the workforce) received AI training for a total of 79,242 hours
• ■ 21.4% of the 3% most senior positions at the company were held by women
• ■ GEEIS accreditation renewal (secured in 2022 and renewed in 2024 for two years)

Environmental commitments

• ■ Strengthened the SBTi Net-Zero strategy, which aims to achieve a 90% reduction in Scope 1+2 and Scope 3 greenhouse gas emissions by 2040, through various carbon reduction actions
• ■ Continued with the responsible purchasing programme by selecting suppliers committed to a more environmentally friendly approach
• ■ Roll-out of a sustainable transport plan aiming to reduce business travel and promote low-emissions transport options

Commitment to society

• ■ Implementing the “International Volunteer Days” civic engagement campaign to mobilise employee solidarity in digital inclusion and education projects through the Group.
• ■ Providing support and guidance to non-profit projects that promote digital inclusion through the Sopra Steria-Institut de France Foundation
• ■ Pursuing Sopra Steria Foundation’s educational programme in India promoting access to education, digital pedagogic infrastructure, health and hygiene awareness as well as eco-responsible development.
• ■ Developing charitable efforts in each country with a view to being part of a shared impact that respects local characteristics.

See Chapter 4 for more information

 Recognition of CSR commitments by the leading rating agencies in 2024

 Meetings with investors in 2024

(1) The full-year and half-year results are published in press releases and are presented at meetings, which are also made available as bilingual webcasts in French and English.

(2) Q1 and Q3 revenue is published in press releases and presented on bilingual (French and English) conference calls.

(3) Technical Committee of the Transparency Awards organised by Labrador

   Investor Relations Contacts

Olivier Psaume, Head of Investor Relations

Phone: +33.1.40.67.68.16

Email: investors@soprasteria.com

CSR Investor Relations

Phone: +33.1.40.67.86.88

Email: investors@soprasteria.com

Individual Shareholder Relations

Phone: +33.1.40.67.68.26

Email: investors@soprasteria.com

Corporate name: Sopra Steria Group

Until 2 September 2014, the name of the Company was “Sopra Group”. As a result of the successful public exchange offer made by Sopra Group for the shares of Groupe Steria SCA (see press release dated 6 August 2014), the Board of Directors met on 3 September 2014, with Pierre Pasquier presiding, and recorded the entry into effect of several resolutions conditionally adopted at the General Meeting of 27 June 2014.

Among the consequences of the implementation of these resolutions was the change in the corporate name from “Sopra Group” to “Sopra Steria Group”.

Registered office: PAE Les Glaisins, Annecy-le-Vieux, 74940 Annecy – France. Phone: +33(0)4 50 33 30 30.

Head office: 6 Avenue Kléber, 75116 Paris – France. Phone: +33(0)1 40 67 29 29.

Legal form: French société anonyme.

Company website: https://www.soprasteria.com

Date of incorporation: 5 January 1968, with a term of fifty years as from 25 January 1968, renewed at the General Meeting of 19 June 2012 for a subsequent term of ninety-nine years.

Country where the entity is incorporated: France

Country where registered office is located: France

Name of the parent company: Sopra Steria Group

Name of the controlling company: Sopra Steria Group

Principal entity: Sopra Steria Group

Corporate purpose: “The Company’s objects shall be:

In France and elsewhere, to provide all advice, expertise, studies and learning related to business organisation and information processing, all computer analyses and programming and to perform all custom work.

The design and creation of automation and management systems, including the purchase and assembly of components and equipment, and appropriate software.

The creation or acquisition of and the operation of other businesses or establishments of a similar type.

And, generally, all commercial or financial transactions, movable or immovable, directly or indirectly related to said corporate purpose or in partnership or in association with other companies or persons” (Article 2 of the Articles of Association).

Commercial registration: 326 820 065 RCS Annecy

Place where legal documents may be consulted: Registered office.

ISIN: FR0000050809

Legal Entity Identifier (LEI): 96950020QIOHAAK9V551

Financial year: From 1 January to 31 December of each year.

Explanation of the changes to the name of the entity presenting the financial statements after the end of the previous reporting period: N/A

Appropriation of earnings according to the Articles of Association

“An amount of at least five per cent shall be deducted from the profit for the financial year, reduced by prior losses, if any, in order to constitute the statutory reserve fund. Such deduction shall cease to be mandatory when the amount in the statutory reserve fund is equal to one-tenth of the share capital.

Profit available for distribution comprises the profit for the financial year less any losses carried forward and amounts allocated to reserves, pursuant to the law and the Articles of Association, plus retained earnings.

The General Meeting may deduct from this profit all amounts that it deems appropriate for allocation to all discretionary, ordinary or extraordinary reserves, or to retained earnings.

The balance, if any, is apportioned at the General Meeting between all shareholders in proportion to the number of shares that they own.

The General Meeting may also decide to distribute amounts deducted from the reserves at its disposal, expressly indicating the reserve items from which the deductions are made. However, dividends shall first be withdrawn from the profits for the financial year.” (Excerpt from Article 37 of the Articles of Association.)

Entrepreneurial spirit, an ever-present characteristic of the Group since its inception, remains the lifeblood of its corporate project. A commitment to collective endeavour, initiative-taking and an emphasis on making a difference are the pillars that allow us to achieve our clients’ objectives. We are the leading partner to businesses and organisations that play a crucial role in helping society to run smoothly. As such, we are constantly striving to ensure that our impact is a positive one, both for society and from a business perspective.

In 2024, the digital services market in Western Europe was worth an estimated $425.8 billion.⁽¹⁾

Source: Gartner – IT services 2022-2028, updated Q4 2024, at constant US dollars.

Three countries (the United Kingdom, Germany and France) account for 58.53% of IT services spending.⁽¹⁾

In Western Europe, Gartner forecasts market growth of more than 7% per year between 2025 and 2028.

Source: Gartner – IT services 2022-2028, updated Q4 2024, at constant US dollars.

The IT services market remains fragmented despite some consolidation, with the leading player in the European market holding a 5% share.

Against this backdrop, Sopra Steria is one of the 14 largest digital services companies operating in Europe (excluding software) with an average market share of just under 2%.

In France (second in the market) and Norway (fourth in the market), the Group’s market share is over 5%. In the other major European countries, its market share is around 1%.

Sopra Steria’s main competitors in Europe are Accenture, Atos, Capgemini, CGI, DXC and IBM, all of which are present worldwide. It also faces competition from Indian groups, chiefly in the United Kingdom (such as TCS, Cognizant, Wipro and Infosys), and local companies with a strong regional presence (Indra in Spain, Fujitsu in the United Kingdom, Tietoevry in Scandinavia, etc.).

Sopra Steria, a major tech player in Europe, is recognised for its consulting, digital services and solutions. It helps its clients drive their digital transformation and obtain tangible and sustainable benefits thanks to the most comprehensive portfolio of offerings on the market, encompassing consulting and systems integration, solutions, digital platform services, cybersecurity and business process services.

The Group provides end-to-end solutions to make large companies and organisations more competitive by combining in-depth knowledge of a wide range of business sectors and innovative technologies with a fully collaborative approach: from strategic analysis, programme definition and implementation, and IT infrastructure transformation and operation, to designing and implementing solutions and outsourcing business processes.

For Sopra Steria, helping clients succeed in their digital transformation means breaking down their strategic and business challenges into digital initiatives through an end-to-end range of services and solutions. Thanks to very close relationships with its clients and its multi-disciplinary teams, the Group is able to continually innovate to guarantee that its offerings remain relevant to the strategic challenges of each of its vertical markets.

Sopra Steria Group is also the preferred partner of 74Software (formerly Axway Software), whose exchange and digital enablement platforms play an important role in modernising information systems and opening them up to digital technology.

The Group is independent; its founders and managers control 22.2% of share capital and 33.6% of theoretical voting rights. Sopra Steria has nearly 51,000 employees in nearly 30 countries, all working tirelessly to shape Europe’s digital future.

a. Consulting – 9% of 2024 revenue

Sopra Steria Next, the Group’s consulting brand, is a leading consulting firm. Sopra Steria Next has over 40 years’ experience in business and technological consultancy for large companies and public bodies, with over 3,500 consultants in France and Europe. Its aim is to accelerate the development and competitiveness of its clients by supporting them in their digital transformation while addressing their sustainability challenges in keeping with our clients’ Corporate Responsibility policies. This support involves understanding clients’ business issues using substantial sector-specific expertise, and then working to design transformation roadmaps (business processes, data architecture, change management, etc.) to make the most of new digital technologies such as data and AI. It involves supporting the IT departments of our clients, grasping their new challenges and assisting them with their overall transformation projects as well as the modernisation of their legacy systems.

b. Systems integration – 59% of 2024 revenue

Systems integration is Sopra Steria’s original core business and covers all aspects of the information system life cycle and major transformation programmes. Sopra Steria is equipped to address the full range of its clients’ software asset needs:

Design and integration

Sopra Steria’s teams help their clients implement agile and industrial-scale projects. The Group undertakes to design and deliver systems in line with business requirements that are flexible and adapted to the new requirements of digital transformation as well as sector-specific regulatory constraints. This is made possible by working closely with the Sopra Steria Next teams.

Performance and transformation

In addition to standard information systems maintenance, Sopra Steria takes a continuous transformation approach to these systems to guarantee optimised operational efficiency for its clients, suited to changes in their business. The transformation approach includes a well-equipped and documented procedure making it possible to combine the issues involved in reducing the time to market with improved competitiveness and continuity of service.

A world of data

Once the systems and technologies are implemented, the information system gives access to reliable, relevant and critical data and services, offering better analysis of user satisfaction and optimisation of business performance.

With the increasing number of diverse data sources relating to fundamental changes in use, data is more valuable to the Company than ever. To increase the value of this data, Sopra Steria has developed specific know-how and expertise to manage the exponential growth in data volumes and associated skills (AI, data science, smart machines, automation, artificial intelligence) by integrating them into a global solution, securing the data regardless of its origin (mobile devices, smart objects, data privacy, the cloud, multimodal and multichannel systems, etc.) and using the data by means of contextualised algorithms, taking into account associated ethics.

The Group’s systems integration offering thus meets the challenges posed by both the obsolescence and modernisation of information systems, ensuring optimal flexibility and value creation.

Product Lifecycle Management (PLM)

CIMPA provides comprehensive expertise via its PLM offering, which covers all the various facets of PLM services:

• ■ PLM strategy creation or optimisation;
• ■ deployment of strategy-related tools, processes or methods;
• ■ user training and support.

With over 30 years’ experience and a team of over 6,500 infrastructure and cloud experts around the world, Sopra Steria is a partner of choice for a controlled, secure and responsible information system transformation. As a leader in the hybridisation of information systems and a major player in digital transformation, we offer solutions tailored to our clients’ needs and backed by our service centres in Europe and India. Our expertise includes managing hybrid cloud environments, transforming infrastructure and operating models and implementing upgradeable working solutions. We provide end-to-end services from consulting through to transformation projects and managed IT services, incorporating AI solutions as a foundational element at every level of our portfolio of offerings. We are committed to simplifying operations, strengthening the performance and resilience of information systems and promoting cost efficiency, agility and risk transparency for businesses.

Our portfolio of services spans five areas:

• ■ Infrastructure: Modernising infrastructure and operating models and harnessing automation and generative AI to provide the next-generation capacity businesses need.
• ■ Cloud: Accelerating the digital transformation by implementing and running native and hybrid cloud platforms that meet requirements in terms of security and regulations.
• ■ Modern working: Designing and managing the working environments of the future, integrating application and business support to boost employee productivity.
• ■ Application operations: Running business applications to ensure availability and performance.
• ■ Connectivity: Implementing and managing secure network connectivity to facilitate internal and external interaction.

We support our clients in our three main areas of business:

• ■ Consulting: Advising clients on technological and organisational transformation and defining cutting-edge architecture to address their priorities
• ■ Expertise and solutions: Providing personalised high-level technological expertise and turnkey solutions to accelerate clients’ transformation.
• ■ Managed services: Offering a range of fully automated and scalable managed services based on standardisation through an overarching operating model.

With over 2,200 experts and several state-of-the-art cybersecurity centres in Europe and worldwide, Sopra Steria has an international reach as a European leader in protecting critical systems and sensitive information assets for major institutional and private clients.

We have developed a portfolio of services that enable our clients to address their strategic challenges as they face the threat of increasingly frequent and sophisticated attacks.

This range of services covers the entire cybersecurity value chain, from risk prevention and the safeguarding of sensitive information to attack detection, response and remediation:

• ■ Prevention: drawing up a cybersecurity strategy that is adapted to the risks of the business and complies with the regulations in force, and spreading a culture of security within the organisation;
• ■ Protection: implementing strategies and solutions to protect IT systems, using secure environments in accordance with best practice, to strengthen cyber resilience as both a preventive and a responsive posture;
• ■ Detection and response: Continuously adapting the defence strategy based on actual threats, mobilising all stakeholders to work together (detection, response, cyber threat intelligence, investigation, vulnerability management, etc.) towards a shared goal – recognising attackers and countering cyberattacks.

With the acquisition of CS Group in 2023, Sopra Steria further enhanced its portfolio of sovereign solutions, including hardened operating systems, digital trust services and event correlation tools.

Lastly, we have developed specific offerings designed to address our clients’ current priority concerns: Crisis management and cyber resilience, cloud security and industrial security.

Sopra Steria’s business model based around value centres (prevention–protection–detection–response) and products is designed to maximise the cyber value of the services delivered by the Group. It can be rolled out locally, through service centres (in France, nearshore in Poland and offshore in India) or in hybrid form, with a “follow-the-sun” capability to help our clients at all times.

Sopra Steria offers its business expertise to clients via packaged solutions in three areas: banks and other financial institutions via Sopra Steria Financing Solutions, human resources via Sopra HR Software, and real estate owners and agents with its property management solutions. The Group offers its clients the most powerful solutions, in line with their objectives and representing the state of the art in terms of technology, know-how and expertise in each of these three areas.

Sopra Steria Financing Solutions: Solutions for the specialised finance market

The role of Sopra Steria Financing Solutions is to provide specialised finance management solutions to participants in this market – major financial institutions, subsidiaries of the major banking groups dedicated to this activity and also certain industrial groups’ financial captives.

This offering caters for four priority market segments:

• ■ Real Estate Finance with a special focus on the French market;
• ■ Development Finance including multilateral international institutions (World Bank, development banks in Asia) and also regional institutions (South America, etc.) or a specific development driver (education, green finance, etc.);
• ■ Equipment Finance principally in Europe and the United States to serve the B2B financing needs in a high-growth market;
• ■ Auto & Consumer Finance with a strategy of supporting its existing clients in their various geographical territories.

Sopra Steria Financing Solutions’ activities are concentrated in two core geographical regions:

• ■ Europe with a focus on France, Spain and Benelux, while handling operations for existing clients in other countries (Germany, Portugal, etc.)
• ■ The United States with a goal of expanding in the region, including Canada and also Mexico in the major development bank and equipment finance segment.

Sopra Steria Financing Solutions maintains a presence in Asia and North Africa to support its existing clients.

In addition to its business solutions, Sopra Steria Financing Solutions offers consulting, implementation, maintenance and training services.

Solutions for human resource management

Sopra Steria Group also provides human resource management solutions via Sopra HR Software (a wholly-owned subsidiary of Sopra Steria). Sopra HR Software is present in 10 countries, providing comprehensive HR solutions perfectly suited to the needs of human resources departments.Sopra HR Software currently has a workforce of 2,000 people and manages the payrolls of 900 clients with over 12 million employees.

Sopra HR Software is a partner for successful digital transformation of companies and anticipates new generations of HR solutions.

Solutions

The solutions offered by Sopra HR Software are based on the most innovative business practices and cover a wide range of functions, including core HR, payroll, time and activity tracking, talent management, employee experience and HR analytics. The offering is based on two product lines, HR Access^® and Pléiades^®, aimed at large and medium-sized public or private organisations in any sector and of varying organisational complexity, irrespective of their location. In response to new hybrid working patterns, the new generation of Sopra HR 4YOU solutions offers a fully digital HR space that helps businesses stay closely connected with their employees and optimise HR performance and the quality of HR services.

Within Sopra HR Lab, Sopra HR anticipates the emergence of innovative HR solutions.

Services

Sopra HR Software, a comprehensive service provider, offers a number of services linked to its solution offering and its HR ecosystem. Sopra HR Software supports its clients throughout their projects, from consulting through to implementation, including staff training, maintenance and business process services (BPS).

Sopra HR Software implements its own solutions either on-premise or in the cloud and also offers a wide range of managed services.

Digital transformation solutions in the real estate market

Sopra Real Estate Software is the leading developer, distributor, integrator, and service manager of property management solutions in France.Sopra Steria offers major public- and private-sector real estate players (institutional investors, social housing operators, property management firms, property managers and major users) comprehensive digital solutions and services providing a huge range of functionality.

Sopra Real Estate Software’s more than 600 real estate experts help our 400 clients realise their digital transformation so as to boost their return on assets, optimise practices and strengthen relationships with tenants and service providers.

Sopra Real Estate Software also offers a technical real estate asset management and maintenance solution that is particularly well suited to helping our clients better manage their energy performance.

Solutions

From property management to building information management, we offer a range of solutions built around providing digital real estate services to tenants and partners.

Services

Sopra Real Estate Software supports its clients with an end-to-end service offering based on its solutions, from consulting to integration and managed services.

In 2024, Sopra Real Estate Software launched a major programme to transform its offering to include a SaaS element geared towards serving clients’ business needs while delivering sustainable performance.

Sopra Steria offers a full range of business services and business process services (BPS) solutions. These include consulting based on technological and business expertise, target operating model design, transformation through the development of transition and transformation strategies, and delivery of managed services. Its vast experience in BPS is underpinned by its end-to-end digital and technological expertise incorporating next-generation technologies such as artificial intelligence (AI), hyperautomation, robotics and natural language processing (NLP), all powered by data to drive targeted innovation.

Sopra Steria manages two of Europe’s largest shared services organisations: Shared Services Connected Limited (SSCL) and NHS Shared Business Services (NHS SBS). Originally formed in 2013 as a joint venture between Sopra Steria and the UK Cabinet Office, SSCL became a wholly-owned subsidiary of Sopra Steria in Q4 2023. NHS SBS – a joint venture with the UK Department of Health and Social Care – provides essential support services to NHS trusts and other UK health organisations. These leaders in shared services enable Sopra Steria to offer key UK government departments, agencies and police forces a wide range of business support solutions.

The Group’s BPS offerings are closely connected with digital transformation and the integration of cutting-edge technologies. Sopra Steria leverages AI to transform business operations and improve the user experience. In 2023, the Group won two major contracts with NS&I Bank to implement AI solutions, revolutionising how businesses interact with citizens to meet growing customer expectations. SSCL won a recruitment management contract with the UK’s Home Office Border Force, which will see it implementing AI to improve the candidate experience and recruitment outcomes. Sopra Steria uses AI, robotics, chatbots and natural language processing to improve process execution, empower the workforce and encourage innovative approaches to address clients’ challenges.

As an integrator of choice, Sopra Steria combines its own proprietary platforms with solutions offered by a dynamic global network of BPS partners. Thanks to its open innovation expertise, the Group also harnesses the niche capabilities of startups and SMEs, guaranteeing best-in-class solutions for its customers.

Sustainable development and people-centred transformation are at the heart of Sopra Steria’s approach. The Group prioritises people over processes and tools, and its change management experts work closely with clients to involve their employees in the transformation process. Thanks to this end-to-end approach that takes into account both people and business needs, Sopra Steria is able to support its clients at every stage of their digital journey by foregrounding the importance of people and creating business impact.

Sopra Steria’s ambition is to be a European leader in digital services.Its high value-added solutions, delivered by applying an end-to-end⁽¹⁾

The Group’s aim is to be the benchmark partner for large public authorities, financial and industrial operators and strategic companies in Europe, particularly for projects involving digital sovereignty.

To achieve this aim, Sopra Steria continues to strengthen its key competitive advantages:

• ■ leading positions in priority verticals (Financial Services, Aerospace, Defence & Security, Public Sector);
• ■ an approach based on the value it provides to its clients through a comprehensive range of technological solutions and its ability to effectively meet their core business needs. This approach combines an in-depth understanding of clients’ technical, operational and sector-specific challenges with cutting-edge expertise across the full spectrum of digital (consulting, integration, infrastructure management, cybersecurity, Business Process Services) and emerging technologies;
• ■ a strong European footprint with numerous locations in many of the region’s countries, which raises its profile among large public authorities and strategic companies throughout Europe as a trusted and preferred partner for all projects involving digital sovereignty;
• ■ control over its independence and a business philosophy that goes beyond financial performance to recognise the social importance of being a responsible employer and corporate citizen;
• ■ an ambition of influencing the design, development and use of digital technology (as a catalyst and aggregator);
• ■ a special drive to roll out responsible digital technology for projects that is more sustainable and more accessible ;
• ■ close relationships with employees, with people and the management approach at the heart of the Company’s strategy (promoting protection and trust; supporting human development; encouraging accountability by valuing high standards and critical thinking).

Lastly, the Group’s mission statement – formally adopted in 2019 – reflects both its values and its desire to help meet the Sustainable Development Goals of the Company and its stakeholders: “Together, building a positive future by putting digital to work for people.”

Cyril Malargé, Chief Executive Officer of Sopra Steria Group, commented:

“Sopra Steria proved resilient in 2024 even as market conditions deteriorated, particularly in the fourth quarter. Group revenue held up well thanks to our business strategy focused on our top 100 strategic clients, which enabled us to renew a significant number of major contracts and extend some of our positions.

Against this backdrop, we delivered robust operating performance. We achieved the target we set three years ago of delivering an operating margin on business activity of around 10%, free cash flow exceeded 7% of revenue and the return on capital employed before tax rose to 21.5%.

We also reaffirmed our strategy over the course of the year. Sopra Steria is keen to establish itself as a European leader in consulting and digital services and position itself as a trusted, credible European alternative to global operators. This positioning is aimed at harnessing technology and artificial intelligence to help major public and private sector organisations navigate transformation.

The company’s transformation in support of this goal is already underway. It encompasses our offerings, our operating model, human resources and industrialisation and includes an external growth component. In 2024, the shift from a service-based approach to high value-added offers translated in particular into the creation of two cross-functional service lines: Digital Platform Services, representing revenue of over €600 million, and Cybersecurity, representing revenue of over €200 million. A Group Chief Operating Officer was appointed to accelerate the evolution of our operating model. In human resources, we increased our experts’ technology certifications by 32% and trained all our employees in artificial intelligence. Lastly, all the Group’s developers now have access to development platforms augmented by generative AI agents.

Faced with an uncertain environment in this early part of 2025, we are determined to drive the Group’s transformation to generate more value for our clients, more opportunities for our employees and more performance for our shareholders..”

Consolidated revenue totalled €5,776.8 million, down a modest 0.5% compared with the reported 2023 figure. Changes in scope had a €15.7 million negative impact. Acquisitions added €320.6 million of revenue (CS Group, Tobania, and Ordina after adjusting to exclude “agent” revenue totalling -€82 million over 12 months⁽¹⁾). The sale of the Sopra Banking Software business reduced revenue by €336.3 million. Currency fluctuations had a positive impact of €18.1 million. At constant scope and exchange rates, revenue growth was -0.5%.

Operating profit on business activity came to €564.7 million, up 3.0% relative to 2023. This gives an operating margin on business activity of 9.8%, up 0.4 percentage points, thus achieving the target set three years ago (target for 2024 set in 2022: “Operating margin on business activity of around 10%”).

In France (42% of the Group total), revenue came in at €2,437.9 million, equating to negative organic growth of 1.6%. Revenue declined 2.0% in the fourth quarter. It was hit by a sharp slowdown in the aeronautics sector, where quarterly volumes are thought to have reached a low point. Excluding aeronautics, the reporting unit’s revenue held more or less steady in the fourth quarter (up 0.5%). Over the full year, sector trends were positive in defence and the public sector. Other sectors lost ground. The reporting unit’s operating margin on business activity came out at 9.0% (9.6% in 2023), mainly as a result of the decline in activity in the aeronautics sector. Meanwhile, CS Group confirmed a 1.9-point uplift in its profitability compared with 2023.

Revenue for the United Kingdom (17% of the Group total) was €962.1 million, down 0.5%. Revenue was down 9.4% in the fourth quarter. This change mainly arose from a particularly high basis of comparison for the SSCL platform (which saw 25.2% growth in Q4 2023). It also reflects the completion of a major contract, while another major contract, originally scheduled for the fourth quarter, was pushed back to the beginning of the second quarter of 2025. Overall, across the full year, the public sector contracted while the private sector posted strong growth. The reporting unit’s operating margin on business activity improved by 1.1 points to 12.1%.

In Europe (35% of the Group total), revenue grew 0.5% on an organic basis to €2,049.0 million. The most buoyant growth was in Scandinavia, Spain and Italy, where revenue grew by between 8% and 10%. Other countries saw revenue decline by between 3% and 5%. The reporting unit’s operating margin on business activity was 9.1%, up 0.4 points from 2023.

The Solutions reporting unit (6% of the Group total) posted revenue of €327.8 million, representing organic growth of 1.1%. Human Resources Solutions posted growth of 3.6%. Property Management Solutions contracted by 1.7%. Excluding the impact of changes in scope (reallocation of business previously within the scope of SBS following its disposal), the reporting unit’s operating margin on business activity improved by 1.6 percentage points compared with 2023.

No subsequent events occurred after the end of financial year 2024.

Sopra Steria Group’s governance consists of a Board of Directors, Chairman and Chief Executive Officer.

The organisation is supported by a permanent operational and functional structure as well as temporary structures for the management of particular deals and projects.

Sopra GMT, the holding company that takes an active role in managing the Group, takes part in conducting Group operations through:

• ■ its presence on the Board of Directors and the three Board committees;
• ■ a tripartite assistance agreement entered into with Sopra Steria and 74Software, (formerly Axway Software), concerning services relating to strategic decision-making, coordination of general policy between Sopra Steria and 74Software, and the development of synergies between these two companies, as well as consulting and assistance services, particularly with respect to finance and control.

The Group’s permanent structure is composed of four operational levels and their associated functional structures.

Cyril Malargé has served as Chief Executive Officer since 1 March 2022.

The Executive Committee is led by the Chief Executive Officer. It consists of the heads of the main operating and functional entities.

The 16 members of Sopra Steria Group’s Executive Committee supervise the Group’s organisation, management system, major contracts and support functions and entities. The Executive Committee is involved in the Group’s strategic planning and implementation. Three of its members are women.

Members of the Sopra Steria Executive Committee:

• ■ Cyril Malargé, Chief Executive Officer
• ■ Dominique Lapère, Operations
• ■ Éric Pasquier, Strategy
• ■ Fabrice Asvazadourian, Sopra Steria Next
• ■ Yvane Bernard-Hulin, Legal
• ■ Hervé Forestier, France
• ■ Axelle Lemaire, Corporate Responsibility
• ■ Jo Maes, Benelux
• ■ Béatrice Mandine, Communications
• ■ Étienne Merveilleux du Vignaux, Finance
• ■ Louis-Maxime Nègre, Human Resources
• ■ John Neilson, United Kingdom
• ■ Xavier Pecquet, Key Accounts & Partnerships
• ■ Kjell Rusti, Scandinavia
• ■ Mohammed Sijelmassi, Technology
• ■ Grégory Wintrebert, Financial Services

The Group Management Committee consists of the members of the Group Executive Committee, together with 40 operational directors and functional directors. Nine of the Group Management Committee’s members are women.

These are the main operating entities. Their scope corresponds to one of the following:

• ■ a specific line of business (consulting and systems integration, development of business solutions, infrastructure management and cloud services, cybersecurity services and business process services);
• ■ geographic area (country).

These entities are managed by their own Management Committee, comprising in particular the Director and management of Level 3 entities.

Each country or subsidiary is made up of divisions based on two criteria:

• ■ vertical market;
• ■ geographic area (region).

Each division is made up of business units, which are the organisation’s primary building blocks. They operate as profit centres and enjoy genuine autonomy. They have responsibility for their human resources, budget and profit and loss account. Management meetings focusing on sales and marketing strategy and human resources are held weekly, and the operating accounts and budget are reviewed on a monthly basis.

The operational organisation is strengthened by operational support entities responsible for managing major transformations:

• ■ the Key Accounts & Partnerships Department (DGCP), responsible for promoting the Key Accounts policy and developing relations with partners. The role of this department is to coordinate the commercial and production approaches for our major clients, particularly when different entities are involved;
• ■ the Digital Transformation Office (DTO), responsible for designing and managing the Group’s digital transformation. It also manages the Group’s innovation approach;
• ■ the Industrial Department, responsible for industrialising working methods and organising subcontracting on X-shore platforms. It also checks that projects are properly executed.

The Group’s functional divisions are the Human Resources Department, the Communications & Marketing Department, the Corporate Responsibility & Sustainable Development Department, the Internal Control Department, the Finance Department, the Legal Department, the Real Estate Department, the Purchasing Department and the IT Department.

These centralised functions ensure Group-wide consistency. Functional managers transmit and ensure commitment to the Group’s core values, serve operating entities and report directly to Executive Management.

The Group’s functional structures standardise management rules (information system resources, IT systems, financial reporting, etc.) and monitor the application of strategies and rules. In this manner, they contribute to overall supervision and enable the operating entities to focus on business operations.

Sopra Steria manages complex and large-scale programmes and projects in a market where delivery commitments are increasing and becoming globalised. The Group has an increasingly wide range of skills to support multi-site projects that generate strong gains in productivity with delivery models that guarantee clients an optimal cost structure.

Sopra Steria applies an industrial production approach, supported by five levers:  

• ■ production culture: passing on know-how and expertise in the field;
• ■ choice of personnel: human resources are central to the approach, providing training, support and skills development for each employee;
• ■ organisation: the Industrial Department and its representatives in the business units control production quality and performance, identify and manage risks, support project managers and roll out industrialised production processes;
• ■ state-of-the-art industrial-scale foundation: the Delivery Rule Book (DRB), the Digital Enablement Platform (DEP) and the Quality System across the Group’s various entities;
• ■ global delivery model: rationalising production by pooling resources and expertise within service centres, with services located based on the needs of each client (local services and skill centres in various entities, shared service centres nearshore in Spain and Poland, and offshore shared service centres in India).

Within the Group, risk management plays an integral part in business management processes at all levels, from project units to the corporate level. Risks are first managed at a local level, where they are likely to occur, before being considered on a global basis, in cases where they are managed at Group level, depending on the Group’s ability to take corrective action or to accept them. In any event, the level of risk must remain consistent with the Group’s plans, support its position and help it to achieve its medium-term growth objectives. Taking risks that potentially extend beyond the control of the entity concerned requires approval from a higher level. For example, in the case of business opportunities, local management must seek the Group’s opinion and support if the amounts involved, the lack of sufficient resources, the scale of the investment, the maturity and organisational framework of the client and/or changes to the business model are likely to have repercussions on the Group’s performance and/or reputation. The engineering methodologies used by the Group’s business lines are predicated on the risk-based approach, helping disseminate this culture of risk management.

Risks are therefore identified and the implementation of associated mitigation plans assessed and monitored on an ongoing basis by the various operational and functional units via the risk management system. This system, a pillar of the Group’s risk management approach, is based on regular weekly, monthly and annual steering meetings held at every level of the organisation, corresponding to monthly, annual and multi-year planning horizons (see description in Section 3.3.2 of this chapter, P. 53 to 54). These meetings help the Group maintain an overall view that takes into account and mobilises the necessary expertise for processing opportunities and risks at every level (strategy, market, operations, social, compliance, etc.). They are synchronised so as to facilitate higher-level consolidation.

Every year, when annual steering meetings are held, information gathered at Group level is used to update the general mapping of risks. This exercise, coordinated by the Internal Control Department, consists of identifying the risks that could limit Sopra Steria’s ability to achieve its objectives and fulfil its corporate plan, as well as assessing their likelihood of occurrence and their negative effect.

Risks are assessed on a scale of four levels: low, medium, high or very high, in terms of likelihood; and minor, moderate, major or severe for severity. In terms of severity, several aspects are taken into account: the financial effect on operating profit, the level of operational disruption and the extent of reputational repercussions. The time frame used is three years.

This analysis is based on contributors’ expertise, analysis of historical and forecast data and monitoring of changes in the external environment. The Group’s main operational and functional managers are involved through individual interviews and group validation workshops. The results are discussed in detail by the Group Executive Committee and then presented by the Internal Control Department to the Audit Committee of the Board of Directors.

The risk mapping covers all internal and external risks and includes both financial and non-financial issues that could limit the Group’s ability to achieve its strategic objectives. Non-financial risks are handled in the same way as other risks. Specific mapping for corruption and influence-peddling risks, risks relating to duty of vigilance and the double materiality assessment of sustainability issues are therefore used in this general risk mapping. Special attention is paid to ensuring consistency in results despite the fact that there may be minor variations in the methodological approaches used depending on regulatory frameworks.

The most significant risks specific to Sopra Steria are set out below by category and in decreasing order of criticality (based on the crossover between likelihood of occurrence and the estimated extent of their severity), taking account of implemented mitigation measures. This presentation of residual risks is not intended to show all of Sopra Steria’s risks. The assessment of this order of materiality may be changed at any time, in particular due to the emergence of new external factors, changes in operations or a change in the effects of risk management measures.

For each risk, a description is provided explaining in what ways it could affect Sopra Steria as well as the key risk management measures put in place, such as specific governance, policies, procedures, checks and action plans.

The Group’s insurance policy is closely linked to its risk prevention and management practices, in order to ensure coverage for its major risks. The Group’s Legal Department is responsible for the centralised management of its insurance programme.

The aim of Sopra Steria Group’s international insurance programmes is to provide, in compliance with local regulations, uniform and adapted coverage of the risks facing the Company and its employees for all Group entities at reasonable, optimised terms. With this in mind, the Company set up its own captive reinsurance company in late 2021.

The scope and coverage limits of these various insurance programmes are reassessed annually in light of changes in the size of Sopra Steria Group, developments in its business activities as well as changes in the insurance market and based on the results of the most recent risk mapping exercise. The insurance programmes provide sufficient coverage for risks with high financial stakes.

All Group companies are insured with leading insurance companies for all major risks that could have a material impact on its operations, business results or financial position.

The most significant insurance programmes are:

• ■ premises and operations liability and professional indemnity insurance:
  • • This programme covers all of the Group’s companies for monetary consequences arising as a result of their civil and professional liability in connection with their activities, due to bodily injury, material or non-material damage caused to its clients and third parties.
• ■ property damage and business interruption insurance:
  • • This programme covers all of the Group’s sites for the direct material damage to property they may suffer as well as any consequential losses in the event of reduced business activity or business interruption occasioned by the occurrence of an insured event.

Other insurance programmes have also been put in place to cover, among other things, cyber risks, fraud, employer liability and civil liability of senior executives, company officers and employees on business trips.

This section of the report outlines Sopra Steria’s internal control and risk management systems. These systems are based on the reference framework issued by the AMF. A specific subsection addresses the preparation of accounting and financial information.

The management control system is one of the fundamental components of internal control at Sopra Steria Group. It supports risk management and the internal dissemination of information as well as the various reporting procedures and the implementation of controls.

In order to address the identified risks presented in the previous section, Sopra Steria Group has adopted a governance structure as well as a set of rules, policies, procedures and checks together constituting its internal control and risk management system.

In accordance with the AMF reference framework, the internal control and risk management system, which is under the responsibility of the Group’s Chief Executive Officer, is designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

• ■ compliance with laws and regulations;
• ■ implementation of instructions, guidelines and rules set forth by Executive Management;
• ■ proper functioning of the Company’s internal processes, particularly those intended to safeguard its assets;
• ■ quality and reliability of financial and accounting information.

The risk management system is designed to identify, analyse and manage the Company’s main risks.

More generally, the Group’s internal control and risk management system contributes to the control of its business activities, the effectiveness of its operations and the efficient use of its resources.

This system is updated on a regular basis, in application of a continuous improvement process, in order to best measure the level of risk to which the Group is exposed as well as the effectiveness of the action plans put in place to mitigate risks.

Nevertheless, the internal control and risk management system cannot provide an absolute guarantee that the Company’s objectives will be achieved and that all risks will be eliminated.

Sopra Steria Group refers to the reference framework issued by the Autorité des Marchés Financiers (AMF, the French securities regulator).

Limited number of accounting entities

By keeping the number of legal entities, and therefore accounting entities, relatively low, the Group can drive reductions in operating costs and minimise risks.

Centralised coordination of the accounting and finance function

The activities of Sopra Steria’s accounting and finance function are overseen by the Group’s Finance Department, which reports directly to Executive Management.

The responsibilities of the Group Finance Department mainly include the production of the accounts, financial controlling, tax issues, financing and cash management, and participation in financial communications. Each subsidiary has its own finance team that reports functionally to the Group’s Finance Department.

Supervision of the accounting and finance function by Executive Management and the Board of Directors

The Finance Department reports to the Group’s Executive Management. As with all other Group entities, it follows the management reporting and controlling cycle described above: weekly meetings to address current business activities, and monthly and quarterly meetings to conduct a detailed review of figures (actual and forecast), the organisation of the function and the monitoring of major projects.

Executive Management is involved in the planning and supervision process as well as in preparing to approve the financial statements.

The Board of Directors is responsible for the oversight of accounting and financial information. It reviews and approves for publication the interim and annual financial statements. It is supported by the Audit Committee, as described in Section 1.3.3, “Committees of the Board of Directors” of Chapter 3, “Corporate governance” of this Universal Registration Document (pages 90 to 93).

Accounting

The configuration and maintenance of the accounting and financial information system are centralised at Group level. Central teams manage access permissions, and update them at least once a year. The granting of these permissions is validated by finance teams at the subsidiaries.

All Group companies prepare, at a minimum, complete quarterly financial statements on which the Group bases its published quarterly revenue figures and interim financial statements.

Monthly cash flow forecasts for the entire year are regularly prepared for all companies and consolidated at Group level.

Accounting policies and presentation

The accounting policies applied within the Group are presented in the notes to the consolidated financial statements in this document. When the interim and annual financial statements are approved, the Audit Committee ensures that these policies and presentation have been applied by the Finance Department and the Statutory Auditors.

The proper use of the percentage-of-completion method to value projects underway is monitored on an ongoing basis jointly by the Industrial Department and by the Finance Department (Financial Controllers).

This chapter describes the organisation and operation of governance as well as the compensation policy for company officers and its application during financial year 2024. It lists and explains any points of divergence from or partial compliance with the recommendations of the AFEP-MEDEF Code. ⁽¹⁾

On 19 June 2012, the Board of Directors decided to separate the roles of Chairman and Chief Executive Officer. It confirmed this decision in 2018, 2021 and again in 2024. It believes that this separation of roles remains the best way of addressing the Group’s strategic and operational priorities. Given the close relationship between the Chairman of the Board of Directors and the Chief Executive Officer, there is close collaboration and an ongoing dialogue between them. The current governance structure therefore helps streamline management of the Company. It means that the Group is able to act as quickly as needed and ensures decisions are taken with due care, while taking into account strategic priorities.

The Chairman is tasked with managing strategy, while the Chief Executive Officer is responsible for operations.

The Chairman:

• ■ guides the implementation of the Group’s strategy and all related matters, including mergers and acquisitions;
• ■ assists Executive Management with the transformation of the Group;
• ■ oversees investor relations and manages the Board’s relations with shareholders.

The Chief Executive Officer:

• ■ works with the Chairman to formulate strategy;
• ■ supervises the implementation of decisions adopted;
• ■ ensures the operational management of all Group entities.

The Nomination, Governance & Corporate Responsibility Committee conducts an annual review of the succession plan for the Chairman of the Board of Directors and the Chief Executive Officer so any unforeseen vacancies can be dealt with appropriately. As part of this process, it meets with the Chairman of the Board of Directors. It makes sure the plan covers existing requirements and the Group’s culture. It assesses the relevance of any proposed changes. It debates action to be taken in the short and medium term in view of reappointments and expiring terms of office.

Pierre Pasquier currently serves as Chairman of the Board of Directors.

The Chairman of the Board of Directors carried out activities on a full-time basis throughout the year. This included overseeing the work of the Board and other assignments entrusted to him.

The Chairman’s assignments include the governance of strategy, acquisitions and the Board of Directors’ relations with shareholders. He is involved in several areas that are key to the Group’s future and transformation (HR, digital and industrial transformation; key organisational and operating principles; employee share ownership; promotion of Group values and compliance). This list of key matters is approved at the beginning of each year together with the Chief Executive Officer.

The Chairman is responsible for maintaining balance between the Group’s various stakeholders: shareholders, employees and the community. He ensures that the Group’s social and environmental priorities are properly taken into account.

In crisis situations, the ability to prioritise issues, uphold the Group’s values, and consider its options from a longer-term perspective thanks to the commitment provided by the core shareholder is absolutely critical.

The various matters placed under the Chairman’s responsibility require thorough knowledge of operational realities. Close relations with the Chief Executive Officer and the members of the Executive Committee facilitate information-sharing. It facilitates effective coordination on:

• ■ decisions required for the implementation of the medium-term strategic plan and the Group’s transformation;
• ■ monitoring of the implementation of such decisions over the long term.

The separation of the roles of Chairman and CEO is based on:

• ■ the roles defined in the internal rules and regulations of the Board of Directors;
• ■ compliance with the respective prerogative powers of the Chairman of the Board of Directors and the Chief Executive Officer;
• ■ a trust-based relationship established over the long term;
• ■ a very good fit between the holders of the two positions.

In carrying out all of his assignments, the Chairman seeks out advice from former executives and may draw on certain resources across the Group. He is supported by a permanent team at Sopra GMT, the holding company that manages and controls the Group.

a. The Sopra GMT team

Of the five Sopra GMT employees, four of them have spent much of their careers with Sopra Steria Group. This team therefore has knowledge of the Group, its main managers and its organisational structure that an external service provider could not have. Its position within Sopra GMT means this team has an outside perspective and greater independence. These resources enhance the Board of Directors’ ability to oversee the smooth running of the Company.

The team was initially formed when 74Software(1) was spun off. It performs duties for Sopra Steria Group and 74Software, in which Sopra Steria Group still retains an ownership interest of approximately 11%. Sopra GMT provides both companies with its support and ensures synergies and best practices are implemented.

The members of this team carry out duties not undertaken by Sopra Steria Group: oversight of acquisitions, corporate secretarial affairs for the Board of Directors and its Committees. They may also assist Sopra Steria Group’s functional divisions. They are also active participants in various steering committees (acquisitions, corporate responsibility and sustainable development, internal control, internal audit, employee share ownership). They may join working groups tackling key issues for the Company. They provide the benefit of their technical expertise and an independent opinion.

b. Invoicing principles

The costs rebilled by Sopra GMT comprise the portion of payroll and related operational personnel costs allocated to the assignments performed for Sopra Steria Group. They also comprise, under the same conditions, any external expenses incurred by Sopra GMT (such as specialised advisors’ fees). As such, this organisational method does not increase the expenses borne by Sopra Steria Group. If the assignments handled by Sopra GMT’s employees were not entrusted to them, they would need to be reallocated within Sopra Steria Group.

Pierre Pasquier’s compensation at Sopra GMT reflects his oversight of the assignments performed by the Sopra GMT team for Sopra Steria Group and 74Software⁽¹⁾. His compensation is not rebilled to these two companies.

Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as providing appropriate expertise for Sopra GMT’s assignments.

The work performed by this team and the principle for the rebilling to the Company of the costs incurred are covered in a framework agreement for assistance. The General Meeting approved the implementation of this related-party agreement. The Board of Directors reviews it annually.

Around 85% of Sopra GMT’s total operating expenses are rebilled. The remaining 15% comprises the expenses arising from Sopra GMT’s own internal operations. Expenses are rebilled on a cost-plus basis including a 7% margin. By definition, Sopra GMT generally records a small operating loss. The annual breakdown varies according to the respective needs of Sopra Steria Group and 74Software⁽¹⁾. On average, since 2011, two thirds of the amounts rebilled have concerned Sopra Steria Group. With the sale of most of the activities of Sopra Banking Software to 74Software in 2024⁽¹⁾, the portion of the rebilling allocated to Sopra Steria Group was reduced to half of the total.

c. Implementation of the agreement in 2024

Sopra Steria Group recorded the following income and expenses under this agreement in 2024:

• ■ expenses: €1,581.3 thousand;
• ■ income: €174.2 thousand.

The Board of Directors reviewed the implementation of this agreement at its meeting on 30 January 2025. It unanimously agreed to maintain the previously granted authorisation for the current financial year. The members of the Board of Directors associated with Sopra GMT (Pierre Pasquier, Éric Pasquier, Kathleen Clark) did not take part in the discussion or vote on this decision and all other Directors were present.

Cyril Malargé has served as Chief Executive Officer since 1 March 2022.

Cyril Malargé has been with the Company for over 20 years. He first served as Managing Director of the France reporting unit. For the 18 months prior to his appointment as Chief Executive Officer, Cyril Malargé also served as the Group’s Chief Operating Officer. He has been a member of the Executive Committee since 2015.

The Chief Executive Officer has authority over the entire Group. He directs, administers and coordinates all of its activities. To this end, he is supported by the Group’s Executive Committee and its Management Committee. These Committees comprise key operational and functional managers from Sopra Steria Group and its subsidiaries as well as the Chief Executive Officer.

The Chief Executive Officer has the broadest possible powers to act in all circumstances in the name of Sopra Steria Group SA, the parent company of Sopra Steria Group. They represents the Company in its dealings with third parties.

Certain decisions relating to strategy implementation and internal organisation require prior approval by the Board of Directors or its Chairman. Decisions “that are highly strategic in nature or that are likely to have a significant impact on the financial position or commitments of the Company or any of its subsidiaries” are defined in the internal rules and regulations of the Board of Directors (see Chapter 8, “Additional information” of this Universal Registration Document, page 384).

Éric Hayat Conseil is a company controlled by Éric Hayat, a Director of Sopra Steria Group.

This agreement related to the provision to Executive Management of consulting and assistance services. These services were provided in connection with strategic deals connected with business development among other areas. They were charged at a per diem rate of €2,500 (excluding taxes). The duties performed under this agreement were distinct from those performed by virtue of Éric Hayat’s directorship. For example, this involved but was not limited to the following, in consultation with the Group’s operational managers:

• ■ taking part in top-level market meetings;
• ■ maintaining contacts with civil society;
• ■ taking part in high-level meetings with certain key clients in France and abroad;
• ■ preparing for and participating in delegations of corporate executives to priority countries for the Group.

This enabled the Company to benefit from the experience and knowledge of the Group gained by Éric Hayat throughout his career. This knowledge extends to its environment and some of its major clients. Éric Hayat was a co-founder of Steria. He also previously chaired France’s digital sector employers’ organisation and subsequently the broader “Fédération Syntec”, and is a former member of MEDEF’s Executive Committee. His skills and experience were thus particularly well suited to the responsibilities entrusted to him, which mainly related to major business opportunities.

This also meant that the number of Directors on the Board that were directly involved in addressing the Group’s priorities in terms of strategic and commercial positioning increased, thus enriching the Board’s debates. Éric Hayat, in his capacity as a member of the Compensation Committee and the Nomination, Governance & Corporate Responsibility Committee, provided these committees with the benefit of the knowledge of the Group’s operational managers accumulated and maintained in the course of these assignments. Lastly, he had access to information channels within the Company that were helpful for feeding information back to the Board of Directors and its committees.

Sopra Steria Group recorded expenses under this agreement in 2024:

• ■ expenses: €255 thousand.

This agreement ended on 31 December 2024.

While paying particular attention to the stability of the principles used to determine and structure compensation for executive company officers, the Board of Directors re-examines their compensation packages on an annual basis to verify their fit with the Group’s requirements. In particular, the Board checks that compensation policy:

• ■ continues to be in keeping with the Company’s best interests;
• ■ contributes to the Company’s long-term success, taking into account its social and environmental priorities;
• ■ is in keeping with the Company’s business strategy.

The Board also checks that compensation policy complies with the recommendations laid down in the AFEP-MEDEF Code. To this end, it is supported by the Compensation Committee, which helps it prepare its decisions in this area.

The Board of Directors considers that applying the compensation recommendations laid down in the AFEP-MEDEF Code of Corporate Governance protects the Company’s interests and encourages executives’ contribution to business strategy and the Company’s long-term success.

The Compensation Committee usually meets three to five times between October and February to help the Board prepare its decisions.

The Board of Directors generally discusses the Company’s strategy during the same period, taking into account its social and environmental priorities. For the past several years, the Group has been pursuing an independent, sustainable, value-creating plan that combines growth and profitability. Priorities are adjusted each financial year based on the current state assessment undertaken at the end of the previous year.

The Committee reviews the current compensation policy applicable to company officers. It then reviews estimates of the extent to which targets have been achieved by the Chief Executive Officer. These forecasts are refined in the course of the Committee’s various meetings. At the beginning of the year, the Compensation Committee notes the extent to which quantifiable targets set for the previous financial year have been achieved. It assesses the extent to which qualitative targets have been met. To this end, it meets with the Chairman of the Board of Directors and familiarises itself with any information that might be used in this assessment.

The Committee also takes into consideration the Group’s compensation policy and decisions on fixed and variable compensation of the members of the Group Executive Committee. It takes into account comparisons with other companies made available to it. However, sector consolidation has significantly reduced the number of companies allowing for a direct and relevant comparison.

The Committee also considers ways in which employees may be given a stake in the Company’s financial performance. It assesses the suitability of share ownership plans for all employees and long-term incentive plans for managers of the Company and its subsidiaries. The Board of Directors considers that employee and executive share ownership makes a lasting contribution to the Company’s priority focus on independence and value creation. It provides extra motivation and ensures that employees’ and executives’ interests are fully aligned with those of the Company’s shareholders.

The Board of Directors has not, to date, specified the number of shares that must be held and registered in the name of the Chairman of the Board of Directors, who co-founded the Company. Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family group make up more than 10% of the Company’s share capital.

The Board of Directors has laid down two obligations for the Chief Executive Officer:

• ■ to retain at least 50% of the performance shares actually awarded to him during his term of office;
• ■ to achieve the target, by 2026, of him holding shares in the Company in an amount equivalent to 50% of his annual fixed compensation.

When the Board of Directors reviews the budget for the current financial year, the Company’s quantitative targets are a known quantity. The Compensation Committee takes them into account when determining the Chief Executive Officer’s quantitative targets for the financial year. It holds a further meeting with the Chairman of the Board of Directors to discuss potential qualitative targets.

The Compensation Committee then presents its recommendations to the Board of Directors, which discusses them without the interested parties in attendance. These recommendations relate to the variable compensation of the Chief Executive Officer for the previous financial year, the fixed compensation of the Chairman of the Board of Directors, and the fixed and variable compensation of the Chief Executive Officer for the current financial year. The Committee also presents its observations on how compensation is apportioned among the Directors and any proposed adjustments. The total amount of the compensation provided for in Article L. 225-45 of the French Commercial Code subject to approval by the shareholders is agreed when the Board of Directors meets to prepare for the General Meeting of Shareholders.

As regards variable compensation, the Compensation Committee proposes the quantifiable criteria to be taken into account together with any qualitative criteria, as the case may be. It makes certain that the targets adopted are mainly quantifiable and that criteria are precisely defined. As regards quantifiable criteria, it generally determines:

• ■ a threshold below which variable compensation is not paid;
• ■ a target level at which 100% of compensation linked to the criterion in question becomes payable; and
• ■ where applicable, an upper limit if there is the possibility that a target may be exceeded.

Performance is assessed by comparing actual performance with the target broken down into thresholds and target levels, as the case may be. This assessment is carried out without any offsetting between targets. Where, by exception, compensation may exceed the target level, the extent to which it may do so is capped.

In principle, the targets set do not allow variable compensation to exceed 60% of annual fixed compensation. However, in the event of a particularly remarkable performance with regard to quantifiable targets, the Board of Directors may, after consulting the Compensation Committee, authorise compensation to take into account targets having been exceeded, 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 allow for payment of variable compensation in respect of the financial year. In such a case, it does not take into account the extent to which qualitative targets have been met. It proposes to the shareholders that no variable compensation be paid in respect of that financial year.

Lastly, in the event of exceptional circumstances (such as an exogenous shock) leading to the suspension of the normal system of variable compensation for employees and Group Executive Committee members, the Compensation Committee would review the situation of the Chief Executive Officer. It could recommend to the Board of Directors that it ask the shareholders at the General Meeting to approve the addition of a bonus to the Chief Executive Officer’s variable compensation if that would serve the Company’s interests, subject to an upper limit of 60% of his annual fixed compensation.

Long-term incentive plans are based on awarding rights to shares. They are subject to the condition of being with the Company over a period of time and performance conditions. The targets are set in the same way as for variable compensation.

Independently of the compensation policy, the Company covers or reimburses company officers’ travel expenses (transportation and accommodation).

The procedure for determining compensation policy applicable to executive company officers and the timing of that procedure are intended to ensure that all useful information is taken into account when recommendations are drawn up and when the Board of Directors makes its final decision. This ensures that such decisions are consistent among themselves and aligned with the Company’s strategy.

The Nomination, Governance & Corporate Responsibility Committee and the Compensation Committee have one member in common.

The compensation policy applies to newly appointed company officers. However, in exceptional circumstances, such as to enable the replacement or appointment of a new executive company officer, the Board of Directors may waive application of the compensation policy. Such waivers must be temporary, aligned with the Company’s interests and necessary to secure the Company’s long-term success or viability. Furthermore, this option may only be adopted where there is consensus among the members of the Board of Directors as to the decision to be taken (i.e. no votes against). This may result in the awarding of items of compensation currently defined in the compensation policy as not applicable (severance pay, non-compete payment, supplementary pension plan). These items would be put to the vote at the following General Meeting.

Pierre Pasquier is the Chairman and CEO of Sopra GMT, the holding company for Sopra Steria Group. In respect of these duties (leading the Sopra GMT team and chairing the Board of Directors), he received compensation of €130,000 in 2024. In addition, he received compensation under Article L. 225-45 of the French Commercial Code in the amount of €14,769 in respect of financial year 2024. This compensation was paid by Sopra GMT and was not rebilled to Sopra Steria Group (see Section 1.1.4, “Overview of the activities of the Chairman of the Board of Directors in 2024” of this chapter, page 62).

As Chairman of the Board of Directors of 74Software, as indicated in its Universal Registration Document, Pierre Pasquier also received fixed compensation from that company in the amount of €200,000 and compensation in respect of Article L. 22-10-14 of the French Commercial Code of €22,462.

The relative proportions of fixed and variable compensation in the annual compensation awarded to the Chief Executive Officer (excluding benefits in kind) were 68% and 32%, respectively.

The Board of Directors, on the recommendation of the Compensation Committee, decided to grant exceptional compensation of €100,000 to Cyril Malargé. This exceptional bonus was granted in consideration of the success of the sale of most of the activities of Sopra Banking Software. Sopra Steria managed this exceptional project to refocus the company on digital services and solutions while dealing with the challenges of an economic context that was less favourable than expected.

• (1)AVC: Annual variable compensation.
• (2)Mainly due to the expansion of the Group scope. See Chapter 4, Section 2.1.2.4, b. “Energy efficiency and renewables”action plan of this document pages 152-153

The Compensation Committee determined that the quantifiable targets set by the Board of Directors for the CEO had been 68% achieved and that the qualitative targets had been 50% achieved. Accordingly, the Board of Directors set Cyril Malargé’s variable compensation in respect of financial year 2024 at €139,500.

Performance criteria were applied as anticipated at the time they were determined on 25 April 2024. No compensation is due at the threshold; the amount due is calculated on a linear basis between the threshold and the target.

Total compensation is in keeping with the compensation policy and contributes to the Company’s long-term performance. It provides an incentive to drive profitable growth based on shifting the Group’s services towards higher-value offerings while also taking into account the environmental and social impacts of its activities.

Qualitative targets aimed to incentivise the Chief Executive Officer to focus his efforts on priorities arising from the strategic plan and on operational organisation.

The Compensation Committee noted that the climate-related targets were partially achieved and that the targets for increasing the proportion of women in management positions were exceeded in 2024.

The difference between the total amount of compensation stated in Article L. 225-45 of the French Commercial Code to be allocated for 2023 and 2024 (€700,000) and the totals shown in the table above is due to the amount awarded to Pierre Pasquier in respect of his role as Director (€35,679 in 2023 and €30,724 in 2024). These amounts are shown in Table 2, “AFEP-MEDEF Code of Corporate Governance for Listed Companies, December 2022”.

For financial year 2024, in accordance with the compensation policy approved at the General Meeting of 21 May 2024, the breakdown of compensation awarded to Directors for their service between the Board of Directors and its committees was as follows, unchanged from previous years:

• ■ 60%: Board of Directors;
• ■ 20%: Audit Committee;
• ■ 10%: Compensation Committee;
• ■ 10%: Nomination, Governance & Corporate Responsibility Committee.

It should also be noted that:

• ■ as regards Sopra GMT, a legal entity serving as a Director, the implementation of the tripartite framework agreement for assistance entered into between Sopra GMT, Sopra Steria Group and 74Software in 2011 resulted in the invoicing to Sopra Steria Group by Sopra GMT of a net amount of €1,407,077 excluding VAT (see Section 1.1.5 of this chapter page 63 and the Statutory Auditors’ special report on related-party agreements provided at the end of Chapter 6. “2024 Parent company financial statements” of this Universal Registration Document pages 362 to 364;
• ■ Éric Hayat Conseil, a company controlled by Éric Hayat, provided consulting services for business development in strategic operations, billed in the amount of €255,000 excluding VAT under an agreement renewed in October 2018 (see Section 1.1.7 of this chapter on pages 63 to 64 and Statutory Auditors’ special report on related-party agreements included at the end of chapter 6. “2024 Parent company financial statements” of this Universal Registration Document pages 362 to 9364). This agreement ended on 31 December 2024.

None.

None.

None.

None.

See Section 5.4 “Share-based payments” of Chapter 5 “2024 Consolidated financial statements” and Section 4.2.2 “Free share award plan” of Chapter 6 “2024 Parent company financial statements” of this Universal Registration Document (respectively pages 285 to 286 and 336 to 337).

The plan set up on 26 May 2021 expired on 30 June 2024. No new plans were set up in 2024. The targets and results in respect of the 2021, 2022 and 2023 plans are detailed below:

None.

Cyril Malargé was appointed Chief Executive Officer with effect from 1 March 2022. He does not hold any position as a company officer outside the Group. By way of an exception to the AFEP-MEDEF Code, his employment contract was not terminated and remains in abeyance.

Cyril Malargé has spent much of his career with the Company, which he joined in September 2002. The criteria used to determine and structure his variable compensation remain similar to those used for the Company’s senior managers.

At present, no commitments have been entered into by the Company with regard to termination benefits, a non-compete payment or a supplementary pension plan for Cyril Malargé. Cyril Malargé is not a member of the Board of Directors.

In light of his career within the Group, his length of service, his circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. Any decision to terminate his employment contract would necessitate compensation (contractual termination pay). On the other hand, any disadvantages of holding Cyril Malargé’s employment contract in abeyance until his term of corporate office expires have not been identified. Should his contract be reinstated, he would be entitled to claim retirement bonuses or termination benefits, as applicable. It should be noted that as of 31 December 2024, based on Cyril Malargé’s length of service, termination benefits laid down in the Syntec collective bargaining agreement are estimated at seven and a half months’ fixed and variable compensation (one third of a month per year of service). The employment contract in abeyance is a standard Sopra Steria Group employment contract identical to that signed by Group employees. It is governed by the Syntec collective bargaining agreement with no special provisions or notice period adjustment, even concerning termination or a change in position. No special payments are provided for. As things stand, only standard legal rights (droit commun) would apply upon termination of the employment contract.

Board members may be linked to the Company or any of its subsidiaries by an employment contract if the link in question was established before the Board member became a company officer. It is mandatory for Directors representing the employees and for Directors representing employee shareholders.

At its meeting of 26 February 2025, the Board of Directors, after hearing the report of the Nomination, Governance & Corporate Responsibility Committee, noted the departures from the recommendations of the AFEP-MEDEF Code presented in the table below.

“Sustainability and digital technology are intrinsically linked: both of them must be used together to drive responsible, lasting growth.”

Cyril Malargé

Chief Executive Officer

Over the last few years, the Sopra Steria Group began a process of profound transformation to establish itself as a leader in consulting and digital services, and to position itself as a trusted, credible European alternative to global operators. This transformation is achieved by developing its geographical presence, changing its operating model and enhancing its value proposition.The company’s sustainability strategy fits in fully with this agenda and helps drive it forward.

In addition, the company is operating in an increasingly tumultuous environment, with the effects of geopolitical crises, the war on Europe’s doorstep, the emergence of an all-digital world and the impact of climate change becoming more and more evident and significant. This has been clear over the past year, with fundamental trends such as the race for artificial intelligence, widespread disinformation, disputes about the role of regulation, increasingly fierce economic competition and a challenging economic climate that could have made us lose sight of our goal of delivering sustainable performance. However, in this changing world, I believe that – as a technology company – we have more of a responsibility than ever.Because sustainability and digital technology are intrinsically linked: both of them must be used together to drive responsible, lasting growth.

It is with this in mind that we continued in 2024 with our efforts to incorporate environmental and social issues into our business strategy. We have ramped up our commitments and made considerable progress.Our drive to decarbonise is continuing to take shape, supported by reinforced governance and efficient tools. Further measures have been taken to reduce the Group’s carbon footprint, particularly in relation to sustainable transport .The development of responsible digital technology is becoming an essential part of our industry and it is our aim to make this a distinctive characteristic of the Sopra Steria brand, in the same way as our positioning in relation to technological sovereignty and cybersecurity. Since it was launched, our artificial intelligence programme has included work on measuring the impact of training and use of language models. We have also stepped up our initiatives in relation to diversity and equal opportunity, on the basis of our firm belief that financial performance goes hand in hand with social progress. Above all, what is important is that we nurture the trust of our employees by means of our revised managerial model, as people are the beating heart of the company and remind us of our commitments in terms of sustainability.

The implementation of the CSRD marks the next step in ensuring the transparency and solidity of companies’ commitments in terms of sustainability. The merits of this directive are that it standardises regulatory expectations in relation to sustainability, combines the exercise of identifying risk with a framework for calculating impacts and opportunities, and encourages sustainable transformation. Our first sustainability report reflects the dual desire of Sopra Steria’s management to share their awareness of the duty to set an example and to ensure continuous improvement.

It is therefore important to reassert our firm view that creating value plays a key role in addressing the major environmental and social challenges of our time. We will continue to innovate, take action and involve our stakeholders, using technology ethically and responsibly, in order to build a more peaceful and more sustainable future.

Sopra Steria’s sustainability approach is underpinned by the mission the company set for itself: “Together, building a positive future by putting digital to work for people”.

The company firmly believes that when used alongside humans, digital technologies can create a virtuous circle that benefits society as a whole. That’s why Sopra Steria has chosen to be a “contributor” company, determined to build a more sustainable world in which everyone is accountable and has a part to play.Sopra Steria’s contribution has three main characteristics: sustainable, human-centred and guiding.

Sustainable: Policies and targets – whether for running its businesses or helping with the digital transformation of its clients – are designed as part of a long-term approach.

Human: Employees develop specific skills that evolve over time to enable them to carry out projects that help build a positive future and often contribute to essential public services.

Guiding: Governance is rooted in the company’s ability to anticipate, understand and translate the challenges posed by digital technology so as to be able to better direct them by assessing their impacts on everyday life.

Sopra Steria established and cultivates the mutual connections between its company culture, its strategic decisions, its business model, its value chain, its stakeholders and the priority issues⁽¹⁾ related to its sustainable performance today and in the future.

Strategy

Sopra Steria’s sustainability and corporate responsibility strategy and action plans are rooted in the Group’s values, the commitment of its managers and all employees, and the results of the double materiality assessment, conducted for the first time in 2024. Over the years, Sopra Steria has progressively introduced sustainability-related strategic priorities approved by the Board of Directors of the Group. These are presented in Section 5.3 of Chapter 1 of this document (P. 34 to 35).

The Group is committed at the highest level to its goal of making all reasonable and necessary efforts to ensure continuous improvement in implementing its strategy and to strengthen the resilience of its business model in order to anchor its own transformation and that of its clients. To this end, the Group has launched a two-step approach to:

Business activities

Sopra Steria is recognised as a major tech player in Europe for its leadership in the following business activities:

• ■ Consulting and Systems Integration: Support clients with their digital and sustainable transformation through consulting, design, maintenance and continuous improvement of information systems, data recovery and product lifecycle management (PLM) in these systems.
• ■ Digital Platform Services: Manage hybrid cloud computing environments, transform infrastructure and operational models, and introduce scalable working solutions.
• ■ Cybersecurity Services: Prevent risks, protect sensitive information, detect and respond to threats.
• ■ Business Solutions: Develop and roll out packaged solutions for banks and financial institutions, human resources and property management.
• ■ Business Process Services: Offer a full range of business services and solutions including consulting, target operating model design, transformation through the development of transition and transformation strategies, and delivery of managed services.

Details of the Group’s solutions are presented in Section 4.1 of Chapter 1 of this document (P. 25 to 28).

Client markets

Sopra Steria’s core value proposition is also fundamentally linked to its knowledge of the main markets and on its ability to apply and adapt its expertise to the geographical and cultural environments of its key accounts, particularly within Europe.

To anchor this pillar of the business model within its organisation, Sopra Steria has introduced Group-wide verticals, which are responsible for developing expertise and adapting activities for the following sectors:

• ■ Financial Services
• ■ Public sector
• ■ Aeronautics, Space, Defence & Security
• ■ Energy & Utilities
• ■ Telecoms, Media & Entertainment
• ■ Transport
• ■ Insurance
• ■ Retail

Sopra Steria’s sectors of activity and verticals are presented in more detail in Section 4.2 of Chapter 1 of this document (P. 28 to 31).

Revenue

Sopra Steria generated revenue of €5,776.8 million in 2024. This revenue is generated directly by the consulting and digital services activities managed in each of the markets it targets. Sopra Steria does not generate any revenue directly from fossil fuels, chemicals production, controversial weapons or tobacco-growing and production.

A breakdown of Sopra Steria’s revenue by geography, by business (the “businesses”) and by vertical (the “client markets”) is presented in Sections 3.1, 4.1 and 4.2 of Chapter 1 of this document (P. 24 to 31).

The value chain

Sopra Steria’s value chain is an operational expression of its strategy, its postitioning and the company’s business model. Sopra Steria’s digital service activities chiefly derive from:

• ■ Upstream: a relatively limited volume of physical goods, mainly IT hardware and sourced services, with manufacturing and maintenance in turn relying on primary resources;
• ■ For own operations: the development of trust-based relationships with stakeholders and the alignment of employees’ skills and expertise with the strategy;
• ■ Downstream: the development of trust-based relationships with clients.

To provide its clients with digital services fitting their needs and to consistently generate value for its stakeholders, Sopra Steria has built its value chain in a manner that underpins the resilience and performance of its business model.

For example, upstream, the Purchasing Department secures essential purchases. For Sopra Steria’s activities, the Human Resources Department is responsible for maintaining a bond of trust and measures tailored to the interests of its employees with those of the Group. And, downstream, every employee helps to safeguard the quality of relationships with its clients.

Ultimately, Sopra Steria’s activities add value for the Group’s employees by helping improve their employability and boosting their career paths, and for its clients through the efficiency and resilience of their business models, as well as through the value generated for their investors and financial partners.

The performance and continuity of Sopra Steria’s business activities are directly related to the quality of relationships with employees, customers, suppliers, financial and technology partners, and even local representatives of the areas in which it operates. Sopra Steria regularly engages in dialogue with its value chain stakeholders, or with their representatives, in order to properly take their perspectives into account and guide strategic decisions.

1.1.3.1. Results of the double materiality assessment

The double materiality assessment conducted by Sopra Steria identified 13 material matters for the Company in terms of impact materiality and/or financial materiality, taking into consideration the Group’s business model, strategy and value chain. The double materiality matrix below reflects these priority matters on a gross basis, i.e. before prevention and mitigation actions taken by the Company to address them.

The results of the double materiality assessment reflect the crucial nature for Sopra Steria of issues related to: the priority to training and skills, employee protection and trust, equal opportunities and diversity (ESRS S1); cyberprotection and digital sovereignty, the development of responsible digital technology (specific topics). Environmental issues (ESRS E1, E5) have become markers of medium- to long-term resilience in strategy, client projects (invitations to tender, reputation) and operations.

To a lesser extent, the double materiality matrix also illustrates the digital supply chain’s impact on the environment (ESRS E1, E5) in addition to the regional and societal impacts of Sopra Steria’s activities (ESRS S3, S4) and its business conduct (ESRS G1).

The impacts, risks and opportunities associated with each material sustainability matter, as well as their relationship to strategy, the business model and the value chain, are described in the introduction of each section of this Sustainability Report.

Since the characteristics of Sopra Steria’s activities (inputs, outputs, working conditions, employee profiles, etc.) are relatively homogeneous everywhere the Group operates, the results presented apply across all its operations and its regions. Certain regions and certain types of business may be relatively more exposed, however. In particular, this applies to certain sites (Spain, India, France, for example) that require special attention in terms of their suitability. The same approach is necessary for certain strategically important sectors served by the Group, such as defence and security in which cyberprotection and digital sovereignty are tremendously important issues.

To date, the methodology applied to assess the company’s material sustainability matters has not brought to light any existing financial effects. Work on improving the assessment of financial materiality will begin from 2025 onwards.

These results, achieved using the double materiality approach, are consistent with the results of the materiality assessment published in the 2023 Declaration of extra-financial performance. Changes and differences are largely due to the application of the specific CSRD method. Apart from employee health and safety, all of the 2023 matters are directly or indirectly represented in the new double materiality matrix. For example, attracting and retaining talent remains a significant matter for the Group, but is now included as a positive consequence of action plans implemented as soon as they are effective. For further details see table comparing the 2024 double materiality assessment and the 2023 materiality assessment presented in Section 7.2 of this Chapter of this document (P. 236).

1.1.3.2. Resilience of general strategy and management of material matters

Effects of the double materiality assessment on business decisions

The results of the double materiality assessment are considered key drivers of the Group’s sustainability strategy and sustainable trajectory. They were approved by the Executive Committee, Chief Executive Officer and Chairman of the Board of Directors (see Chapter 3, “Corporate governance” P. 93 to 95), and were presented to the members of the Audit Committee, the Nomination, Governance & Corporate Responsibility Committee and all members of the Board of Directors. This means that the Group’s various departments build into their annual schedule a continuous improvement approach based on implementing policies and action plans to address material sustainability matters and boost sustainable performance. The table below shows the main changes made to planning for 2025 as a result of the double materiality assessment.

Effects of the double materiality assessment on corporate strategy

In keeping with a continuous improvement approach to sustainability performance results, Sopra Steria has begun analysing the links connecting its main strategic action areas with material sustainability matters identified as a priority within the double materiality exercise. The “action areas” presented below are set out in Section 5.2 of Chapter 1 of this document (P. 32 to 34).

Sustainable performance approach

The following table shows the sustainable performance approach defined by Sopra Steria to address the material matters identified. The table is aligned seeking continuous improvement founded on using the best management systems and emerging sustainability standards, as well as reinforcing internal skills and innovative solutions.

The sustainable performance approach implemented by Sopra Steria earned several market awards in 2024 and in previous years, demonstrating the consistency, relevance and quality of the outcomes it has achieved over time.

Climate change mitigation and adaptation initiatives have been implemented by Sopra Steria since 2008 and constitute a major focus of the Group’s approach to environmental sustainability. With effect from 2015, strategic priorities and progress in this area have been shared annually in the Universal Registration Document (URD). The new requirements introduced by CSRD, such as double materiality assessment and reporting requirements in accordance with ESRS E1, are in line with Sopra Steria’s reporting practices.

2.1.1.1. Description of the processes to identify and assess material climate-related impacts, risks and opportunities [E1-IRO-1]

The climate-related impacts, risks and opportunities are identified and assessed using the process presented in Chapter 4 of this document, Section 1.3.1. However, the process integrates a few specificities directly relating to associated challenges, such as climate scenario analysis, detailed in the following paragraph on resilience analysis, as well as risk categorisation according to TCFD (Task Force on Climate-related Financial Disclosures) recommendations, also explained in the next section. This approach is also applied to opportunities, which are grouped into six categories: Resource efficiency, Energy sources, Products and services, Markets, Resilience and Financial opportunities. The entire assessment examines three time horizons (short, medium and long term), as defined below, to ensure a comprehensive and prospective evaluation of climate issues in the Group’s activities.

2.1.1.2. Material impacts, risks and opportunities and their interaction with strategy and business model [E1-SBM-3]

Resilience analysis

Sopra Steria identifies and categorises climate-related risks in accordance with the TCFD (Task Force on Climate Related Financial Disclosures) guidelines, distinguishing physical risks and transition risks, as indicated in the double materiality assessment. The Group’s resilience analysis covers its entire value chain (operations, top-tier suppliers and clients) and assesses transition risks (Political, Regulatory, Market, Technological and Reputational risk) and physical risks (both acute and chronic) under three climate scenarios: Net-Zero Emissions by 2050, a sustainable development scenario and the IPCC RCP⁽¹⁾8.5 scenario. This analysis is conducted yearly. Time horizons consist of short term (less than one year), medium term (one to five years) and long term (more than five years), in line with the Net-Zero 2040 target approved by SBTi. The results of the resilience analysis are described below:

• (1)Representative Concentration Pathways
• (2)International Energy Agency
• (3)Sustainable Development Scenario

Uncertainties

The three climate scenarios considered take into account uncertainties over physical and transition risks arising from a variety of sources.

Uncertainties about physical risks:

• ■ Climate projections: Climate models give only a range of possible future climate conditions (e.g. changes in temperature and precipitation patterns) and not a precise set of conditions.
• ■ Asset vulnerability: The performance of specific assets or operations in various weather conditions is not known.
• ■ Data limitations: Gaps and inaccuracies in data used to assess climate risk and asset resilience make such assessments uncertain.

Uncertainties about transition risks

• ■ Regulatory changes: Future climate-related regulations and policies affect compliance and operating costs, but their nature and impact are unknown.
• ■ Economic conditions: Climate change and associated regulatory changes result in fluctuations in economic conditions that affect investment decisions and resource availability.
• ■ Stakeholder reactions: How stakeholders (e.g. investors and clients) will react to climate-related risks and sustainability initiatives is uncertain, resulting in uncertainty as to their investment and spending plans.

Strategy resilience

In response to the material sustainability matters, the Group has established a programme setting out strategic priorities in this area and delivering continuous improvement. This programme factors in the climate change-related material matters. A general vision is presented in Section 1.1.1 (P. 119 to 120), with a more detailed version set out in Section 1.1.3.2 of this chapter (P. 124 to 129).

2.1.2.1. Climate change policy [E1-2 including MDR-P]

Sopra Steria’s climate policy provides an overall framework covering both climate change mitigation and adaptation. This policy is designed to manage material climate-related impacts, risks and opportunities throughout the organisation’s value chain.

The policy’s scope extends to all of Sopra Steria’s operations and covers all countries, relevant stakeholders and the entire value chain, from offices and data centres to suppliers, partners and clients. This extended coverage aims to take climate concerns into account at every level of the Company’s operations.

Responsibility for governing and implementing climate policy lie with the Group’s top management and involve the Chief Executive Officer and Head of the Sustainability & Corporate Social Responsibility Department and a member of the Executive Committee.

As well as ensuring compliance with current and emerging regulations, the policy is based on recognised norms and standards such as the Science Based Targets initiative (SBTi), the Sustainable Development Goals defined by the United Nations (SDG 13: “Climate action”; and SDG 7: “Affordable and clean energy” and SDG 9: “Industry, innovation and infrastructure”), ISO 14001, and carbon offsetting in accordance with the Verified Carbon Standard (VCS).

This policy has three key objectives: to support the transition to a low-carbon economy, with a target of achieving net-zero emissions by 2040; to adapt effectively to climate change; and to develop low-carbon solutions to support clients and the community.

The Group’s strategy is structured around five priority areas of action:

Sopra Steria’s climate policy takes into account the interests of its stakeholders, including employees, clients, suppliers, technology partners, investors and public authorities thanks to regular consultations, in particular through the independent experts Group. The stakeholder priorities addressed by this policy include, for example, employee safety, the contribution to clients’ sustainability objectives, suppliers’ involvement, regulatory compliance and transparency vis-à-vis investors. It encourages shared environmental responsibility throughout the value chain to ensure that stakeholders are aligned with the Group’s climate- and sustainability-related goals. This systemic approach aims to ensure that the policy is comprehensive and can be adapted to the needs of those who are impacted by or involved in its implementation.

2.1.2.2. Group transition plan [E1-1]

Sopra Steria has implemented a transition plan setting in motion the transformation of its activities, making them more sustainable in a low-carbon world. It contains action plans that must contribute to reducing greenhouse gas emissions on the Company’s own operations and on the whole of the value chain, in addition to emissions related to staff commuting and business travel. Through this transition plan, Sopra Steria is committed to supporting the United Nations and European Union goal of limiting global warming to 1.5°C (in accordance with the Paris Agreement) and achieving a net-zero emissions economy by 2050. Sopra Steria’s climate transition plan is underpinned by a target of achieving net-zero emissions by 2040, validated by SBTi.

Starting in 2040, the Group will offset the remaining 10% of GHG emissions from across the entire value chain to achieve the Net-Zero target in 2040. It should be noted that the Group has not yet drafted a policy on compensation, as the current priority is to reduce emissions.

Locked-in emissions may dampen the pace of progress towards Sopra Steria’s targets, especially amid a gradual transition and increasing constraints (regulations, costs, market trends, etc.). Sopra Steria has identified three sources of locked-in emissions: data centres, clients’ IT infrastructure and property/travel. To address them, the Group’s preferred approach is to use data centres powered by renewables, IT sustainable design (e.g. using G4IT tool in projects), low-carbon offices and more sustainable forms of mobility.

To implement the Group’s transition plan, operating expenses (Opex) and capital expenditures (Capex) are incurred to support the different levers and action plans described above.

• (1)Of which €27.9 million aligned with EU Taxonomy
• (2)Total amount aligned with EU Taxonomy

It should be noted that these figures include both actual data and estimates (for certain Opex), prepared by extrapolating at Group level based on real data coming mostly from France. Details on these expenses are presented later in the document for each action plan.

With regard to the EU Taxonomy, operating expenses (Opex) and capital expenditures (Capex) are detailed in section 2.4 of this chapter (P. 161 to 169). Operating expenses (Opex) are not material and the Group has claimed a materiality exemption. Transition plan capital expenditures (Capex) is related to the “Sustainable mobility” action plan (increasing the number of low- to zero-emission vehicles in the fleet) and to the energy savings plan (5 buildings BREEAM or HQE-certified).

It should be noted that Sopra Steria is not excluded from the benchmarks aligned with the European Union’s Paris Agreement (EU Paris-aligned Benchmarks).

The climate transition plan is an integral part of a set of policies, plans and initiatives aimed at making environmental sustainability a reality within the Group. This set of policies, plans and initiatives is designed to be consistent with the Group’s business strategy, operations, and financial, control and reporting processes. In particular, the climate transition plan plays a key role in supporting the target of reaching net-zero by 2040. Sopra Steria’s transition plan is fully embedded in the sustainability governance framework put in place by the Group and presented in detail in Section 1.2 of this chapter (P. 131 to 136).

In addition, in 2024, the transition plan was integrated with application of the Corporate Sustainability Reporting Directive, which involved all the Group’s departments and entities, as well as influencing the Group’s overall strategy. Sopra Steria submitted its sustainability report to the Board of Directors, including the transition plan.

The Group has achieved a number of key milestones in implementing its transition plan:

• ■ 2013: Steria is the first digital services company in France to gain a climate change score of 100A from the CDP. Sopra Steria has now appeared on the “A List” for the past eight years;
• ■ 2014: Steria offset all of the emissions coming from its direct activities (offices, data centres and business travel)
• ■ 2017: Sopra Steria is the first digital services company to adopt a long-term emissions reduction target, aligned with an SBTi-approved 2°C trajectory
• ■ 2019: Emissions reduction target raised to align with a 1.5°C trajectory
• ■ 2023: Validation of a new SBTi Net Zero 2040-aligned objective

The Group publishes data annually on its GHG Protocol Scope 1, 2 and 3 emissions, showing how they have changed each year and thereby tracking progress against its fixed climate targets. Data are audited externally.

2.1.2.3. Targets related to climate change mitigation and adaptation [E1-4 including MDR-T]

2.1.2.4. Action plans and resources related to climate change [E1-3 including MDR-A]

Each action plan relies on a dedicated monitoring system, built around objectives/targets, actions, allocated resources and associated metrics. This system, in compliance with CSRD standards, ensures rigorous management and continuous evaluation of the efficiency of policies and efforts implemented. The measures presented below do not include a description of any remediation actions because it is considered that the Group’s material impacts in this area do not cause harm requiring such actions.

The Group Purchasing Department, in partnership with the SCSR Department, has put in place a responsible purchasing monitoring programme to help reduce GHG emissions across the Group’s value chain. The carbon footprint of IT purchasing remains significant (more than 40% of emissions) and concerns the purchasing of hardware (manufacture and distribution of equipment), and the use of IT services provided by third parties, particularly cloud providers (IaaS, PaaS, SaaS). As part of this approach, Sopra Steria Group has taken action to raise supplier awareness and support and engage suppliers in reducing their carbon impact.

This action plan was put in place in 2021 and covers the period out to 2030.

Targets related to responsible purchasing [MDR-T]

The responsible purchasing action plan is aligned with the Group’s SBTi low-carbon trajectory. It is competing to reduce scope 3 emissions by 37.5% by 2030 (relative to a 2019 baseline).

In addition, rollout of EcoVadis CSR assessments will continue in 2025, with the aim of covering 85% of target supplier expenditure (eligibility criterion of €150k).

Actions and resources in relation to responsible purchasing [E1-3 including MDR-A]

Main actions (carried out and planned for short term)

In 2024, Sopra Steria took actions built around the following principles:

• ■ Promoting purchasing products and services with a lower environmental impact;
• ■ Optimising PC life cycles: purchasing environmentally certified equipment, extending manufacturer warranties, recycling equipment (France);
• ■ Rationalising servers: centralising servers in data centres, pooling resources, decommissioning underutilised platforms and environments;
• ■ Launching a programme to evaluate equipment: life cycle analysis of equipment (LCA screening) based on internal inventories;
• ■ Helping suppliers reduce their GHG emissions.:
  • • At the identification, selection and contracting stage: signing of the Code of conduct for suppliers and partners, integrating environmental criteria in invitations to tender., in-depth study of strategically important contracts;
  • • throughout the partner relationship: extensive conversations with the main suppliers to boost reuse and publication of their GHG emissions; EcoVadis assessment of the main suppliers.

In 2024, over €900 million of supplier expenditure was assessed via the EcoVadis platform.

This action plan is also supplemented by a range of internal measures such as extending the lifespan of computers and other IT equipment, the responsible purchasing training plan for buyers and using the Group whistleblowing procedure in the event of risks of environmental damage.

Actions to come (medium term)

Sopra Steria plans to begin drafting an (internal) IT impact reduction plan for the 2025-2027 period. Based on the lifespan screenings conducted in 2024, this plan aims to reduce the related impacts by limiting the amount of equipment (terminals, networks, servers) and extending its useful life. This plan should also improve understanding and management of these impacts related to third-party IT services (especially cloud services). This should make it possible to:

• ■ Require suppliers to be transparent about their environmental impacts.
• ■ Obtain projected improvement plans for their impacts.

In addition, the Group plans to increase the scope of its impact analysis using a physical approach (LCA screening) to the digital technologies dedicated to our clients.

Financial resources

Implementing the responsible purchasing action plan requires both financial and human resources, expressed in terms of full-time equivalent (FTE) and estimated at 40% of one FTE in 2024 at Group level. In addition, specific costs are incurred, in particular for EcoVadis platform subscriptions, which are essential for assessing and monitoring our suppliers’ sustainability-related performance. Additional costs associated with internal training on this topic are also incurred. The sum of these operating expenses (Opex) is presented in the table showing financial resources allocated to the transition plan in Chapter 4, Section 2.1.2.2 of this document, under the “Responsible purchasing” heading.

Indicators related to responsible purchasing [MDR-M]

In 2024, 85% of Scope 3 emissions related to purchases. The Group succeeded in reducing its Scope 3 GHG emissions by 24% relative to 2019, and by 16% over the previous year.

This reduction is mainly due to improved data quality and increased precision in the methodology, particularly in terms of changes in emission factors to include inflation and specific factors for the United Kingdom.

Indicators are presented in the table showing emissions by scope in Section 2.1.2.5 of Chapter 4 of this document.

In 2022, in light of the global energy crisis and the Group’s long-term greenhouse gas emissions reduction trajectory, Sopra Steria launched its energy savings action plan to reduce energy consumption at its offices (including miscellaneous⁽¹⁾) and to increase the proportion of renewable energy it uses for its unavoidable energy consumption. The energy efficiency and renewables action plan is applicable in all the Group’s countries and to all its entities.

Targets related to energy efficiency and renewables [MDR-T]

The energy efficiency and renewables action plan is aligned with the Group’s SBTi low-carbon trajectory, and helps reduce the Group’s Scope 1 and 2 carbon footprint. In particular, Sopra Steria has set itself the following targets:

• ■ Maintain the proportion of the Group’s electricity consumption (at offices and on-site data centres) from renewables at 95% or more
• ■ Reduce energy consumption by 20% in 2030 compared with 2021.

This goal was introduced to comply with the tertiary decree in France, and then extended across the whole Group. It takes into account external growth due to new acquisitions.

The baseline year chosen was 2021. The year was marked by unusually low consumption because of the public health crisis.

By working with the Real Estate Department, it was possible to define these targets and identify the levers directly influencing energy consumption. The target is reviewed and signed off annually by the Chief Executive Officer and shared with country CEOs who align with, propose and contribute to the overall target.

Actions and resources in relation to energy efficiency and renewables [E1-3 including MDR-A]

Main actions (carried out and planned for short term)

Ever since it was launched, the energy savings plan has been built around three priorities, broken down into principles of action:

To complement the initiatives within the Group-wide action plan, countries can roll out initiatives independently:

To oversee the roll-out and monitoring of these actions, a specific governance structure has been put in place consisting of Energy Savings Officers and Chief Sustainability Officers (CSOs), managed by the central Sustainability & Corporate Social Responsibility (SCSR) team.

In parallel, to lower greenhouse gas emissions at its offices and data centres, a high proportion of Sopra Steria’s electricity consumption continues to come from renewable sources under green power purchase agreements sealed directly with suppliers or using Guarantee of Origin certificates (GOs and REGOs in Austria, Belgium, Bulgaria, Denmark, France, French Polynesia, Germany, Italy, Luxembourg, the Netherlands, Norway, Poland, Romania, Spain, Sweden, Switzerland and the United Kingdom) or International Renewable Energy Certificates (I-RECs in Brazil, Cameroon, Canada, China, Côte d’Ivoire, India, Lebanon, Morocco, Senegal, Singapore, the United Arab Emirates, the United States and Tunisia).

Financial resources

Implementing the energy efficiency and renewables action plan requires operating expenses and capital expenditure. Operating expenses (Opex) include costs related to energy improvements and maintenance, such as converting to LED lighting, optimising air conditioning systems and other initiatives aimed at reducing energy consumption. At the same time, human resources are being mobilised to monitor and implement the energy savings plan, estimated at 15% FTE at Group and local level for each of the 10 relevant countries or entities.For renewables, operating expenses also cover the cost of purchasing Energy Attribute Certificates (EACs), ensuring that the electricity used comes from a sustainable source. Capital expenditures (Capex) include the rent increases in 5 BREEAM or HQE-certified buildings as well as the installation costs for solar panels in India. The whole of these expenditures, whether operating (Opex) or capital (Capex), is presented in the table of financial resources allocated to the transition plan in Chapter 4, Section 2.1.2.2 of this document under the “Energy savings plan” and “Renewables” headings.

Indicators related to energy efficiency and renewables [E1-5 including MDR-M]

The key performance indicators for this plan are energy consumption in offices and miscellaneous areas and the share of renewables in electricity consumption.

Energy consumption at offices covers electricity, fuel (fuel oil, diesel and natural gas) and district heating.

Energy consumption covers electricity, fuel (fuel oil, diesel and natural gas) and district heating.

A report is drawn up each quarter and shared and discussed with local energy officers before being presented more widely at meetings. These meetings are aimed at sharing not only results but also actions and practices so that everyone can play their part in achieving targets.

Energy consumption was higher in 2024 than in 2023, mainly due to the acquisition of Tobania and Ordina. However, thanks to the work completed as part of the Energy Savings Plan, which led to a 23% reduction in 2023, all countries managed to reduce their consumption in 2024, except from Benelux and France.

Mobility (commuting, business travel) accounts for 15% of Sopra Steria’s total emissions (all countries, all entities combined). Sustainable mobility is a key way of reducing the Group’s carbon footprint and achieving its decarbonisation objective. It has drawn up a formal action plan to champion best practices and use less impactful modes of transport within the Group.

Targets related to sustainable mobility [MDR-T]

The sustainable mobility action plan is aligned with the Group’s SBTi low-carbon trajectory to reduce the Group’s Scope 1 and 2 carbon footprint. In particular, Sopra Steria has set itself the following targets:

• ■ Targets for 2027:
  • • Reduce mobility-related emissions by 65% relative to 2019
  • • Reduce mobilityt-related emissions by 15% relative to 2024
• ■ Target for 2030: Reduce mobility-related emissions by 70% relative to 2019
• ■ Target for 2040: Reduce mobilityt-related emissions by 90% relative to 2019

The trajectory is aligned with the SBTi commitments, with a baseline year of 2019, corresponding to audited and validated Company data. The proposed targets for 2027, 2030 and 2040 do not represent a linear progression. The year 2027 represents a key intermediate step in the sustainable mobility plan, with ambitious targets that are achievable thanks to a dedicated action plan.

In setting these targets, the Group consulted stakeholders, mainly internally (employees through interviews and workshops), but also externally through the analysis of the commitments and practices of competitors (based on a benchmarking exercise).

Actions and resources in relation to sustainable mobility [E1-3 including MDR-A]

Main actions (carried out and planned for short term)

• ■ Business travel
  • • Introduce shadow internal carbon pricing⁽¹⁾ to raise awareness and elicit changes in behaviour. This is already rolled out in France and the UK and to be expanded to all countries from 2025 onwards. The shadow carbon price, set at €85/tCO₂⁽²⁾, covers emissions generated by air, rail and road (car and taxi) travel and hotel stays;
  • • Promote sustainable modes of transport and set policies that prioritise low-emission modes of transport;
  • • Incorporate the sustainable mobility policy into the Group’s processes and systems to ensure it is implemented consistently at all levels.
• ■ Commuting
  • • Explore potential financial incentives to support/encourage sustainable mobility by motivating employees to adopt new modes of transport (cycling, public transport and electric vehicles);
  • • Prioritise sites that are well served by public transport, and make necessary changes to sites
  • • Support transitioning the vehicle fleet to electric vehicles;
  • • Promote cycling plans (in keeping with specific local needs).

A specific governance structure has been put in place to oversee the sustainable mobility plan. This consists of a dedicated steering committee, sustainable mobility officers and a Chief Sustainability Officer (CSO).

Financial resources

Implementing the sustainable mobility action plan requires both operating expenses (Opex) and capital expenditure (Capex).Operating expenses include costs for an external consultant to implement the Sustainable mobility programme at Group level, as well as the human resources mobilised for monitoring this sustainable mobility plan.The workload involved in monitoring this plan is estimated at Group and relevant country/entity level at 0.15 FTE.It also covers other initiatives, such as maintenance costs for electric vehicle charging stations and financing for the sustainable mobility package (especially in France).Capital expenditure (Capex) is mainly focused on asset enhancement for the electric and hybrid vehicle fleet (98% of total Capex), as well as specific facilities linked to mobility, such as changing rooms, bicycle parking and charging points for electric bicycles and cars.The whole of these expenditures, including Opex, is presented in the table of financial resources allocated to the transition plan in Section 2.1.2.2 of Chapter 4 of this document, under the “Sustainable mobility” heading.

Indicators related to sustainable mobility [E1-8 including MDR-M]

Progress against the sustainable mobility action plan is monitored using the following KPIs:

• ■ Business travel both at Group level and by entity/country (Scope 3-6)
• ■ Employee commuting and remote working both at Group level and by entity/country (Scope 3-7)

Indicators are presented in the table showing emissions by scope in Section 2.1.2.5 of Chapter 4 of this document.

Through its action plans, a more refined methodology and an enhanced collection of actual datapoints, the Group has succeeded in reducing emissions from business travel by 33% and those from commuting and remote working by 30% relative to 2023.

This change in methodology enabled a 14% reduction of emissions related to business travel and of 27% of emissions related to commuting and remote working.

• (1)Here, shadow price means that the price used is not considered in the financial statements.
• (2)The 2023 price was set based on market prices. Given the observed decline in prices and the virtual nature of shadow carbon pricing, the Group decided to maintain the same price in 2024.

ISO 14001 is an internationally recognised standard that provides organisations with a framework for designing and implementing an EMS and continuously improving their environmental performance. To date, 19% of Sopra Steria’s sites representing 45% of the Group’s workforce have secured ISO 14001 certification. This action plan covers all Group entities and geographies.

Targets related to Environmental management (ISO 14001) [MDR-T]

For the medium term, the Group has set itself the following targets following collaboration between the Sustainability & Corporate Social Responsibility Department and the Property Department to make sure they are feasible:

• ■ Target for year-end 2026: at least 70% of Group employees to be based at sites that are ISO 14001-certified (or in the process of being certified)
• ■ Target for year-end 2028: at least 80% of employees to be based at such sites
• ■ Target for year-end 2030: at least 95% of employees to be based at such sites

By default, the baseline year adopted is the reporting year. The Group will start monitoring trends in the targets set from 2025.

Actions and resources related to Environmental management (ISO 14001) [E1-3 including MDR-A]

Main actions (carried out and planned for short term)

In France, Sopra Steria achieved certification for its new sites in Roanne and Aix in 2024.

Starting next year, the Group will be putting in place a centralisation process overseen by an Environmental Management Officer – France, with the aim of securing certification for the Annecy head office, as well as other sites in France and Germany, by early 2026.

The Group plans to secure certification for additional sites in India and France between 2028 and 2030.

Financial resources

Implementing the ISO 14001 certification action plan only requires certain operating expenses (Opex). These include the human resources assigned to managing the certifications. This charge estimated at one FTE per certified site, and 40% FTE at Group level. These expenditures also include costs related to audits and certification, monitoring of regulations and ISO 14001 training expenses, essential for ensuring compliance and maintaining Group level certification. These costs are consolidated in the table of financial resources allocated to the transition plan presented in Chapter 4, Section 2.1.2.2 of this document under the “ISO 14001” heading.

Indicators related to environmental management (ISO 14001) [MDR-M]

The key performance indicators for monitoring this plan are the proportion of certified sites and the proportion of employees working at certified sites. A report is published each year and shared and discussed with local energy officers before being presented more widely. The purpose of these meetings is to share not only results but also actions and practices so that everyone can play their part in achieving targets.

No assumption or estimation is applied to these indicators.

Sopra Steria aims to train and raise awareness of environmental issues among its employees by offering dedicated training accessible to all on a number of topics such as combating climate change and adopting responsible digital technology. Through this training, each and every Sopra Steria employee has the opportunity to become an agent of change.

This action plan incorporates the Climate Fresk and the 2tonnes workshop and it covers all the Group countries and entities.

Targets related to employee awareness and training [MDR-T]

By 2027, the Group aims to have trained 7,000 employees on climate-related issues.

The baseline year is 2022, the year that awareness-raising on climate-related issues was first introduced.

The target was set after analysis of the deployment figures in France and consultation between the Academy, the Sustainability & Corporate Social Responsibility Department and an external service provider.

Actions and resources in relation to employee awareness and training [E1-3 including MDR-A]

Main actions (carried out and planned for short term)

Climate Fresk was rolled out in France in 2022 and began to be rolled out across the entire Group in 2024. A number of actions were implemented:

• ■ Training sessions for Climate Fresk workshop trainers
• ■ Coaching sessions run by expert Climate Fresk workshop trainers at country level to train up new workshop trainers
• ■ Local events (“Freskathon”) to promote workshops
• ■ Gathering initiatives from employees at the end of each Climate Fresk workshop to help strengthen collective engagement and turn ideas into practical action
• ■ Deployment in 2023 of the 2tonnes workshops in France and follow-up.

To oversee the roll-out and monitoring of these actions, a specific governance structure has been put in place consisting of Climate Fresk workshop trainers, Chief Sustainability Officers (CSOs) and local Academy coordinators, managed by the central Sustainability & Corporate Social Responsibility (SCSR) team.

Financial resources

The employee awareness action plan is funded solely through operating expenses (OpEx). These expenses are mainly usage fees for Climate Fresk and 2tonnes licences, coaching expenses for the countries and costs relating to Train the Trainers programmes.In addition, there are expenses relating to travel by workshop trainers for the purposes of implementing training and rolling it out at Group level. These costs are consolidated in the table of financial resources allocated to the transition plan presented in Chapter 4, Section 2.1.2.2 of this document under the “Awareness and training” heading.

Indicators related to employee awareness and training [MDR-M]

The key performance indicator for monitoring this plan is the number of employees and workshop trainers trained.

Raw data is collected and analysed each month and a report is shared with country- and entity-specific local officers at monthly meetings.

In addition to Climate Fresk and the 2tonnes Workshop, other training is aimed at deepening employees’ understanding and targeted at specific issues, examples being Digital Collage, sustainable design training (see Section 5.2 of Chapter 4 of this document for further details on responsible digital technology), the ISO 14001 e-learning course and other in-house training in entities and countries where the Group operates. These initiatives round out and supplement the Group’s overall approach to raising awareness.

Sopra Steria’s adaptation plan is an overall framework aimed at addressing the growing impact of climate change across all Group countries and entities. The plan, which is aligned with international adaptation strategies while taking into account specific local features and challenges, lays the foundations for sustainable and resilient growth in the face of climate-related challenges.

Targets related to climate change adaptation [MDR-T]

To date, the Group has not defined quantitative targets, only qualitative targets, which are:

• ■ Ensure the Group adapts robustly to climate change by boosting resilience and reducing the vulnerability of critical assets such as buildings, data centres and infrastructure, as well as supply chains.
• ■ Address and mitigate physical risks associated with climate events, such as flooding, extreme heat waves, drought, hurricanes and cyclones.
• ■ Commit to continuously improve working conditions to increase the safety and well-being of all employees.
• ■ Develop adaptation solutions for clients.

Actions and resources in relation to Climate change adaptation [E1-3 including MDR-A]

Main actions (carried out and planned for short term)

• ■ Continuously assess climate- and weather-related risks liable to adversely affect productivity, employees and assets such as buildings and data centres, paying particular attention to vulnerable regions such as Spain, southern France and India.
• ■ Prioritise modern, resilient buildings that comply with the most recent climate change adaptation standards.
• ■ Audit sites and ensure they are equipped with robust services such as efficient air conditioning, in keeping with the extension of the ISO 14001 certification.
• ■ Maintain a comprehensive insurance programme covering property damage and operating loss should the risks linked to climate change materialise.
• ■ Work with partners to design digital solutions to help clients better adapt to climate change.

Main actions (medium term)

Assess the feasability and relevance of quantitative targets and key performance indicators to monitor and assess the impact and relevance of the Group’s actions under the adaptation plan.

SBTi defines the Beyond Value Chain Mitigation (BVCM) initiative as a mechanism through which companies can accelerate their overall net-zero transformation by going beyond simply achieving science-based targets. By participating in this initiative, Sopra Steria intends to be seen as a leading player in climate action among its clients, its suppliers and its employees.

Targets for taking action beyond our value chain [MDR-T]

To date, the Group has not defined quantitative targets, only qualitative targets, which are:

• ■ Investment: Fund projects that address environmental and social impacts by supporting the global transition to a net-zero world that champions equal opportunity.
• ■ Carbon credits: Fund carbon offset schemes, notably through afforestation projects, to achieve climate neutrality for direct operations.
• ■ Reputation-building: Affirm Sopra Steria’s position as a leader on climate action by actively supporting mitigation strategies that go beyond the value chain (BVCM).

Actions and resources for taking action beyond our value chain [E1-3]

Main actions (carried out and planned for short term)

• ■ Develop sustainability-linked loans and boost funding for innovation by leveraging digital expertise to support innovative startups and companies, and offer solutions aimed at mitigating the effects of climate change and facilitating adaptation. In 2024, two innovative projects were selected to receive financing of €100k each in the form of donations.
• ■ Explore and continue to work with partners at the cutting edge of carbon offsetting. Since 2020, Sopra Steria has invested in carbon capture projects via afforestation under the banner of the UN Climate Neutral Now programme. By using carbon offsets from these projects⁽¹⁾, the Company was able to meet its target of achieving Climate Neutral Now certification across all direct activities in 2021. The GHG emissions sequestered under these projects are checked by the Verified Carbon Standard (VCS) and have obtained Compliance Certification Board (CCB) certification.
• ■ Explore and continue to work with partners at the cutting edge of carbon offsetting. Since 2020, Sopra Steria has invested in carbon capture projects via afforestation under the banner of the UN Climate Neutral Now programme. By using carbon offsets from these projects⁽¹⁾, the Company was able to meet its target of achieving Climate Neutral Now certification across all direct activities in 2021. The GHG emissions sequestered under these projects are checked by the Verified Carbon Standard (VCS) and have obtained Compliance Certification Board (CCB) certification.
• ■ Innovate, influence and shape climate policy by continuing to proactively work with public and institutional decision-makers and think tanks while playing a role in policy development.

Indicators for taking action beyond our value chain [E1-7 including MDR-M]

The indicator used for this action plan is the amount of GHG emission reductions or removals in relation to direct activities (offices, data centres, and business travel) resulting from climate change mitigation projects outside the value chain.

Indicators are presented in the table showing emissions by scope in Section 2.1.2.5 of Chapter 4 of this document.

2.1.2.5. GHG emissions by scope [E1-6]

The table above concerns all the Group’s countries and entities. Moreover, by way of derogation from the principle adopted by Sopra Steria of alignment between financial and non-financial statements, and with the intention of providing transparent environmental information that reflects the actual carbon impact (see Chapter 3 of the GHG Protocol “Setting Organizational Boundaries”), Scope 1, 2 and 3 emissions calculations include the scope of subsidiaries as soon as the Group takes control of them, as well as of the Sopra Banking Software subsidiary through to completion of the sale, for the period 1 January 2024 to 31 August 2024. As of 1 September, the SBS subsidiary had been removed from the scope and consequently environmental indicators no longer include the scope of this entity.

The methodology used is compliant with the GHG Protocol (Homepage | GHG Protocol⁽¹⁾). 68% of the figure for Scope 1 and 2 emissions is based on real data. Under Scope 3, the amount under Category 1 is an estimate based on financial data; the amounts under the other Categories are mostly based on direct measurements of activity.

In 2024, Sopra Steria held an 11.07% stake in 74Software (formerly Axway Software). Scope 3, Category 13: Emissions arising from investments correspond to the emissions of 74Software (formerly Axway Software) as a tenant of office space belonging to Sopra Steria, and Sopra Steria’s share of the other emissions of 74Software (formerly Axway Software) is also reported under this indicator (Scope 3, Category 15). The Group estimated that 74Software (formerly Axway Software) accounted for about 17,000 tCO2e of GHG emissions for Scopes 1, 2 and 3 (upstream). Accordingly, emissions relating to Sopra Steria amounted to 1,916 tCO2e (11.07% * 17,311 tCO2e).

The emissions intensity of our global direct activities (offices, data centres and business travel) in 2024 was 0.30 tCO2e per employee.

The emissions intensity of our global direct activities in 2024 was 5.77 tCO2e per employee.

The emissions intensity of our global direct activities in 2024 was 50.93 tCO2e per millions of euros of revenue.

Additional tables with details for each country are available on Sopra Steria’s website. The website also includes information on the carbon offsetting projects.

The digital sector is a key sector in constant growth of which the transformation has accelerated as usages have diversified and associated challenges have multiplied (cybersecurity, responsible digital technology, etc.). The Group is transforming itself to meet clients’ expectations by addressing their business challenges, combining the services and solutions it offers as part of an end-to-end approach and maintaining a responsible long-term vision. As a part of this effort, it seeks to continually develop employees’ ability to adapt to technological and market changes.

The Group’s business model is intrinsically linked to employee skills, engagement and performance everywhere it operates. The double materiality assessment (see Section 1.1.3.1, “Results of the double materiality assessment” of the present chapter) revealed that matters pertaining to Company’s employees were particularly important because of the impact on employees and on Sopra Steria’s financial performance.