“ 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.

In this document, you will find all the information related to the 2025 Shareholder’s Meeting.

I encourage you to participate fully in this Shareholder’s Meeting by voting and asking your questions during the question-andanswer session planed for this purpose.

On behalf of the Board of Directors, I would like to thank you for your ongoing confidence.

The shareholders of Sopra Steria Group are invited to attend the Combined General Meeting to be held on Wednesday, 21 May 2025, at 2:30 p.m., at Pavillon Dauphine, Place du Maréchal de Lattre de Tassigny, 75116 Paris (France), to vote on the following agenda.

Presentation of the Group’s climate strategy and the main initiatives taken;

A. RIGHT TO PARTICIPATE IN THEGENERAL MEETING

1. Proof of shareholder status

Sopra Steria Group’s share capital is made up of 20,547,701 shares. Double voting rights are allocated to all fully paid-up shares that are proved to have been registered in the name of the same shareholder for at least two years.

Every shareholder has the right to participate in the General Meeting, regardless of the number of shares held.

In accordance with Article R. 22-10-28 of the French Commercial Code, the only shareholders allowed to take part in the General Meeting or to be represented by proxy are those able to prove their status by showing that their shares are held in accounts in their name, or in the name of their authorised financial intermediary, no later than the second business day preceding the General Meeting, i.e. by Monday, 19 May 2025 at 0.00 a.m. (Paris time):

• for holders of directly registered (nominatif pur) or intermediary-registered (nominatif administré) shares: in registered share accounts;
• for holders of bearer shares: in bearer share accounts kept by the authorised intermediary responsible for managing the account, the Securities Account Holder.

2. Sales of shares by shareholders prior to the General Meeting

Any shareholder who has already submitted their remote voting and proxy form (the Combined Form) may sell all or a portion of their shares up to the date of the General Meeting.

However, only sales completed before the second business day preceding the General Meeting, i.e. before Monday, 19 May 2025 at 0.00 a.m. (Paris time), will be taken into consideration. Only in such cases, the Securities Account Holder is required to send notification of the sale and provide the information necessary to cancel the vote or to change the number of shares and votes corresponding to the vote.

No share transfers completed after the second business day preceding the General Meeting, i.e. after Monday, 19 May 2025 at 0.00 a.m. (Paris time), irrespective of the means employed, are to be taken into consideration, notwithstanding any agreement to the contrary.

B. MEANS OF PARTICIPATION IN THE GENERAL MEETING

Centralising agent for the General Meeting

Use of the secure Votaccess platform

Shareholders who are able to do so are encouraged to give priority to the use of the secure Votaccess platform. This platform allows them to quickly and securely select their means of participation in the General Meeting.

The secure Votaccess platform will be open from Friday, 2 May 2025 at 9.00 a.m to Tuesday, 20 May 2025 at 3.00 p.m. (Paris time).

Holders of directly registered or intermediary-registered shares will need to sign in to the https://sharinbox.societegenerale.com website, then click on the “Replay” button in the “General Meeting” box on the homepage, and finally click on “Participe” to access the secure Votaccess platform.

• Holders of directly registered shares will need to use their usual access code to activate their Sharinbox By SG Markets account. On the Sharinbox welcome page, shareholders will find all information necessary to guide them through the process. If the shareholder has already activated their account using their email address as their username, their access code is not required, and they can use this email address to log in. Shareholders will have received their password by post when opening their registered account with Société Générale, or by post over the past few days. If this has not yet been done, shareholders activate their account so as to benefit from the latest version of authentication.

If a shareholder losses or forgets their password, they follow the procedure online on the authentication page.

• Holders of intermediary-registered shares will need to log in using the access code and password provided for this purpose by Société Générale Securities Services.
• Holders of bearer shares will need to log in to their Securities Account Holder’s website, using their usual access code and password, then access the secure Votaccess platform by following the on-screen instructions. Holders of bearer shares are recommended to contact their Securities Account Holder to find out whether access to this service is subject to any specific terms and conditions of use.

Shareholders are encouraged to log in to the secure Votaccess platform as soon as it opens, and in any event before the day before the General Meeting.

Shareholders have several options for participating in the General Meeting:

1. attending the General Meeting in person;
2. voting remotely prior to the General Meeting;
3. appointing as their proxy:

• the Chairman (or if a shareholder does not name a proxy holder in a proxy form submitted to the Company), it being specified that in such a case, the Chairman of the General Meeting shall vote in favour of proposed resolutions submitted for approval by the Board of Directors, and against any other proposed resolutions,
• another shareholder, their spouse, the partner with whom they have entered into a pacte civil de solidarité (PACS, the French civil union contract), or any other individual or legal entity of their choosing under the conditions set out in Articles L. 225-106 and L. 22-10-39 of the French Commercial Code.

Pursuant to Article R. 22-10-28 III of the French Commercial Code, all shareholders who, having requested their admission card, have voted remotely or appointed a proxy, may no longer opt for any other means of participation.

1. Attending the General Meeting in person

Shareholders who wish to attend the General Meeting in person must bring proof of their identity and their admission card.

1. Electronic requests for admission cards

Shareholders may request an admission card online on the secure Votaccess platform by following the on-screen instructions after having logged in as described above in Section B. “Means of participation in the General Meeting”/ “Centralisation of the General Meeting – Use of the secure Votaccess platform”.

2. Postal requests for admission cards

• Holders of directly registered or intermediary-registered shares must ensure their request for an admission card is received before 19 May 2025 at 12.00 noon (Paris time) by Société Générale Securities Services, using the Combined Form and the prepaid envelope attached to the notice of meeting.
• Holders of bearer shares must ask their Securities Account Holder to send them an admission card. Société Générale Securities Services must receive all requests by the Securities Account Holder no later than 19 May 2025 at 12.00 noon (Paris time). If, despite having submitted a request, holders of bearer shares have not received their admission card by 19 May 2025, they must ask their Securities Account Holder to provide them with a certificate of investment, which will allow them to prove their status as a shareholder to be admitted to the General Meeting.

Shareholders who arrive on the date of the General Meeting without an admission card or a certificate of investment are responsible for contacting their Securities Account Holder and requesting to be sent the certificate of investment required to attend the General Meeting.

On the day of the General Meeting, the certificate of investment shall be accepted either in print or electronic format, provided that, for the latter format, the shareholder is able to send it to the email address that will be provided upon arrival at the venue.

2. Voting remotely prior to the General Meeting

1. Voting remotely online

Shareholders may submit their voting instructions online on the secure Votaccess platform by following the on-screen instructions after having logged in as described above in Section B. “Means of participation in the General Meeting”/ “Centralisation of the General Meeting – Use of the secure Votaccess platform”.

2. Voting remotely by post

• Registered shareholders must fill out and sign the Combined Form attached to the notice of meeting and send it back using the prepaid envelope to Société Générale Securities Services.
• Holders of bearer shares must: 1) ask their Securities Account Holder to send them the Combined Form; 2) send the completed signed Combined Form together with their voting instructions to their Securities Account Holder. The Securities Account Holder is responsible for sending the Combined Form, together with a certificate of investment, directly to Société Générale Securities Services – Service des Assemblées, CS 30812, 44308 Nantes CEDEX 3 (France).

3. Appointing a proxy

1. By email

Shareholders may appoint a proxy or rescind a proxy appointment online on the secure Votaccess platform by following the on-screen instructions after having logged in as described above in Section B. “Means of participation in the General Meeting”/“Centralisation of the General Meeting – Use of the secure Votaccess platform”.

If and only if their Account Holder has not joined the Votaccess system, holders of bearer shares can send an email to the following address: assembleegenerale@soprasteria.com. The message must specify the full name and address of the principal shareholder, as well as those of the proxy appointed or whose appointment is rescinded. Holders of bearer shares must ask their Securities Account Holder to send Société Générale Securities Services a certificate of investment to prove their status as a shareholder.

2. By post

Holders of directly registered or intermediary-registered shares and holders of bearer shares shall use the Combined Form, following the instructions detailed in Section 2. b) on voting remotely by post.

Proxy appointments may be rescinded using the same procedure.

1. To attend the General Meeting in person: fill in box A

[I wish to attend the shareholders Meeting].

2. To vote by post: fill in box B [I am voting by post], each numbered box corresponding to the draft resolutions presented by the Board of Directors and appearing in the notice of meeting. Then complete as follows:

• to vote “FOR”, leave the boxes empty;
• to vote “AGAINST” on any of these proposed resolutions, fill in the individual boxes corresponding to the resolutions;
• to vote “ABSTAIN” on any of these proposed resolutions, fill in the individual boxes corresponding to the resolutions.

3. To appoint the Chairman as your proxy: fill in box C

[I hereby give my proxy to the Chairman of the General Meeting]

4. To appoint a different proxy: fill in box D

[I hereby appoint…], and complete the required information.

Any shareholder may be represented by his or her spouse, the partner with whom he or she has entered into a pacte civil de solidarité (PACS, the French civil union contract), another shareholder or any other private individual or legal entity of his or her choice.

requests to have sent to the address above the documents and information described in Articles R. 225-81 and 83 of the French Commercial Code, with the exception of those that were attached to the postal voting / proxy form.

Signature

Registered shareholders may send a single request to have the Company send the documents and information described above for each subsequent General Meeting. The same right is accorded to all holders of bearer shares who can prove their ownership by submitting a deposit certificate for a securities account in the name of the shareholder (attestation d’inscription en compte) kept by an intermediary, as set out in Article L. 211-3 of the French Monetary and Financial Code.

1. Tick the appropriate box.

WE WILL HAVE TO PAY YOU THE DIVIDEND DECIDED BY THE GENERAL
MEETING AND MAY NEED TO CONTACT YOU

ARE YOU SURE THAT ALL YOUR DETAILS ARE CORRECT?
DON’T DELAY!

CHECK YOUR PERSONAL AND BANK DETAILS NOW AND UPDATE
YOUR E-MAIL ADDRESS AND BANK DETAILS.

Go to the “My Account” page on the Sharinbox website: https://sharinbox.societegenerale.com

1. Click on the “My Account” icon,
2. Click on “My Profile”
3. Change or update your details in the relevant sections.

The Shareholder Relations Team

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 of the 2024 URD for more information

See Chapter 5 of the 2024 URD for more information

2.1.1.  COMMENTS ON 2024 PERFORMANCE

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..”

Detailed breakdown of operating performance in 2024

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.

1. Recognition of revenue generated by Ordina through the sale of external expertise was harmonised with effect from 1 January 2024. This revenue is recognised on a net basis where it meets the IFRS 15 definition of revenue generated by an agent.

2.1.2. COMMENTS ON THE COMPONENTS OF NET PROFIT ATTRIBUTABLE TO THE GROUP IN 2024

Profit from recurring operations came in at €514.9 million, equating to growth of 10.2%. It included a €17.3 million share-based payment expense (versus €43.0 million in 2023) and a €32.5 million amortisation expense on allocated intangible assets (versus €38.0 million in 2023).

Operating profit came in at €460.3 million, up 39.5%, after a net expense of €54.7 million for Other operating income and expenses (compared with a net expense of €137.4 million in 2023), which included a capital gain of €11.1 million, not allocated to any reporting unit, in connection with the disposal of 74Software shares⁽¹⁾.

Net interest expense was €38.6 million (versus €35.9 million in 2023).

The tax expense totalled €96.8 million, for an effective tax rate of 23.0%. Restated for non-recurring items, the normative tax rate was 26%.

Net profit/loss from associates amounted to a loss of €6.7 million (compared with €6.7 million in 2023).

Minority interests totalled €9.0 million.

Net profit attributable to the Group from continuing operations came in at €309.3 million, up 68.4%, giving a margin of 5.4%.

Net profit/(loss) from discontinued operations came in at a loss of €58.3 million.

Consolidated net profit came in at €259.9 million, up 37.5%, and net profit attributable to the Group came to €251.0 million, up 36.6%, after deducting €9.0 million attributable to non-controlling interests.

Basic earnings per share came to €12.46, compared with €9.08 in 2023 (up 37.2%).

2.1.3. FINANCIAL POSITION AND RETURN ON CAPITAL EMPLOYED

Free cash flow was very strong, at €432.1 million (compared with €390.2 million in 2023). This reflects a 3.6% increase in EBITDA and includes exceptional net cash flow of around €45 million linked to the scheduled conclusion of a major migration programme in Germany.

Net financial debt totalled €382.2 million, down 59.6% from its level at 31 December 2023. At that date, it was equal to 19.3% of equity and 0.61x pro forma EBITDA for 2024 before the impact of IFRS 16 (with the financial covenant stipulating a maximum of 3x).

Return on capital employed (RoCE) before tax came out at 21.5%, compared with 16.5% in 2023.

2.1.4. SHARE BUYBACK PROGRAMME

The €150 million share buyback programme launched on 2 October 2024 concluded on 28 January 2025. During the share buyback period, which ran from 2 October 2024 to 28 January 2025, Sopra Steria bought back 858,163 shares (4.2% of capital) at an average price of €174.79 per share, for a total amount of €150 million. The shares bought back under this programme will be retired in 2025.

2.1.5. PROPOSED DIVIDEND IN RESPECT OF FINANCIAL YEAR 2024

At the next General Meeting of Shareholders, to be held on Wednesday 21 May 2025, Sopra Steria will propose the payment of a dividend of €4.65 per share (vs. €4.65 per share in respect of financial year 2023). The ex-dividend date will be 3 June 2025. The dividend will be paid as of 5 June 2025.

2.1.6. WORKFORCE

At end-December 2024, the Group’s net headcount came to 50,988⁽²⁾ employees, compared with 51,768 employees at year-end 2023. Around 7,900 staff were employed at international service centres, unchanged at constant scope from 2023.

The workforce attrition rate⁽³⁾ was 14.1%, compared with 15.7% in the previous year.

2.1.7. SOCIAL AND ENVIRONMENTAL FOOTPRINT

Sopra Steria sees its contribution to society as sustainable, human-focused and purposeful, guided by the firm belief that making digital solutions work for people is a source of opportunity and progress.

With regard to the environment, CDP⁽⁴⁾ confirmed in February 2025 that Sopra Steria had made its A List – recognising the world’s most transparent and most proactive companies in the fight against climate change – for the 8^th year in a row.

This recognition notably reflects the Group’s Net-Zero target⁽⁵⁾ of achieving a 54% reduction in its greenhouse gas emissions from Scopes 1 & 2 and a 37.5% reduction for Scope 3 by 2030. As at end-December 2024, the Group had achieved a 52.7% reduction in Scope 1 & 2 emissions and a 23.9% reduction in Scope 3 emissions.

In the social arena, the proportion of women in the 3% most senior positions increased 1.3 percentage points in 2024 to 21.4%, while the proportion in the 10% most senior positions increased 0.8 points to 22.3%.

1. Formerly “Axway”.
2. Workforce excluding interns, in accordance with the requirements of the CSRD. Including interns, the workforce totalled 51,237 at 31  December  2024 and 52,041 at 31 December 2023.
3. Attrition rate including top performers, who left less than six months after they were recruited, in accordance with the requirements of the CSRD.
4. Every year, more than 24,800 companies and organisations around the world provide details on their environmental performance to CDP for independent assessment against its scoring methodology for the benefit of investors, purchasers and other stakeholders.
5. Target approved by the Science Based Targets initiative (SBTi) on 16 June 2023 and aligned with the aim of limiting the increase in the average global temperature to 1.5°C Reduction targets versus 2019 baseline.

2.1.8. MEDIUM-TERM FINANCIAL TARGETS

Over the period 2026-2028, Sopra Steria aims to achieve the following:

• Annual organic revenue growth of between 2% and 5%
• Operating margin on business activity of between 10% and 11%
• Free cash flow of between 5% and 7% of revenue
• Return on capital employed (RoCE) before tax of around 20%

2.1.9. FINANCIAL TARGETS FOR 2025

The European market is expected to remain unfavourable in the first half of the year as a result of a still uncertain climate, particularly in France.

Against this backdrop, Sopra Steria has set itself the following targets:

• Organic revenue growth of between -2.5% and +0.5% Revenue is expected to bottom out in the first quarter, down by between 5% and 6%;
• Operating margin on business activity of between 9.3% and 9.8%, including a dilutive effect of around 0.3 points arising from increases in employers’ payroll contributions enacted by the UK and French governments for 2025
• Free cash flow of between 5% and 7% of revenue

2.1.10. EXTERNAL GROWTH TRANSACTIONS AND ACQUISITIONS/DISPOSALS IN FINANCIAL YEAR 2024

The sale of Sopra Banking Software, announced on 21 February 2024 as part of Sopra Steria’s process of refocusing its activities on digital services and solutions, was finalised on 2 September 2024. The activities sold were recognised in discontinued operations (in accordance with IFRS 5) with effect from the financial statements for the first half of 2024.

The total amount received by Sopra Steria in 2024 in connection with the refocusing of its activities (sale of SBS, sale of 16.7% of 74Software and sale of 74Software subscription rights in connection with the latter’s capital increase) was €410.6 million. Sopra Steria retains an 11.1% stake in 74Software’s share capital.

2.1.11. INFRASTRUCTURE AND TECHNICAL FACILITIES

In 2024, €43.5 million was invested in infrastructure and technical facilities, compared with €54.1 million in 2023.

Investments in facilities comprised the following:

• land and buildings: €0.2m (€0.1m);
• fixtures, fittings and furniture: €20.4m (€36.3m);
• IT: €22.9m (€17.7m).

2024 CONSOLIDATED FINANCIAL STATEMENTS

The sale of Sopra Banking Software was preceded in the first half of the year by the legal carve-out of those activities of Sopra Banking Software to be sold and the transfer to Group entities of those activities to be retained (see Note 2.2).. As such, the “France” reporting unit now includes software integration activities. The “Other Europe” reporting unit now includes activities relating to a credit management solution in Belgium, solutions managed by the subsidiary previously held by Sopra Banking Software in Germany, and the service centre in Spain for projects included in the “France” reporting unit. Lastly, the activities of Sopra Solutions were combined and are now presented as part of the “Solutions” reporting unit. Segment figures for financial year 2023 were restated, in accordance with the requirements for classifying Sopra Banking Software as a discontinued operation. The Sopra Banking Software segment is no longer included in segment information. Lastly, the “Not allocated” segment is used to reconcile the Group’s operating profit and includes profit from the sale of Axway Software shares described in Note 2.2 for €11.1 million.

a. France

2024 PARENT COMPANY FINANCIAL STATEMENTS

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.

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 of the 2024 URD for more information

The value creation model

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

See Chapters 1 and 4 of the 2024 URD for more information

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

“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)

See Chapter 4 of the 2024 URD for more information

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.

See Chapter 4 of the 2024 URD for more information

Members at 26 February 2025

1. _ 6/14 women – 8/14 men
2. _ 10/14 Board members qualify as independent based on the AFEP-MEDEF Code’s requirements

See Chapter 3 of the 2024 URD for more information

See Chapter 1 of the 2024 URD for more information

4.1.    Organisation and operation of governance

4.1.1.   EXECUTIVE COMPANY OFFICERS

4.1.1.1.   Separation of the roles of Chairman of the Board of Directors and Chief Executive Officer

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.

4.1.1.2.   Role of executive company officers

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.

4.1.1.3.   Succession plan for executive company officers

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.

4.1.1.4.   Overview of the activities of the Chairman of the Board of Directors in 2024

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.

4.1.1.5.   Agreement with Sopra GMT, the holding company that manages and controls Sopra Steria Group

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.

4.1.1.6.   Executive Management

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 the 2024 Universal Registration Document, page 384).

4.1.1.7.   Agreement with Éric Hayat Conseil

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.

1. Following the acquisition of Sopra Banking Software, the shareholders of Axway Software decided on 6 December 2024 to change the company’s name to 74Software (with the latter continuing to use Axway Software as one of its trademarks).

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.

4.1.2.   BOARD OF DIRECTORS

4.1.2.1.   Members of the Board of Directors

On the date at which the 2024 Universal Registration Document was published, the Board of Directors had 17 members with the right to vote. The General Meeting directly nominated 14 Directors and 3 Directors represent the employees and employee shareholders.

The renewal of three current terms of office will be proposed at the General Meeting to be held on 21 May 2025 (see the summary of resolutions in Chapter 3, “Draft resolutions submitted to the shareholders’ meeting” of this document, pages 79 to 85). The Directors concerned are as follows:

• Sonia Criseo;
• Yves de Talhouët;
• Rémy Weber.

The shareholders at the General Meeting will also be asked to appoint a Director representing the employee shareholders, the directorship currently held by Astrid Anciaux, which will end at the close of the next General Meeting.

Collectively, the members of the Board of Directors and the Chief Executive Officer hold around 20% of the Company’s share capital and 30% of its voting rights.

Owing to their professional experience as well as activities pursued outside the Company, the members of the Board of Directors have all acquired expertise in the area of management and some of them also have gained expertise in the Company’s industry sector.

In addition, to the best of the Company’s knowledge, none has:

• any conflict of interest affecting the exercise of their duties and responsibilities;
• any family relationship with another member of the Board of Directors, with the exception of Éric Pasquier, who is related to Pierre Pasquier;
• any conviction during the last five years in relation to fraudulent offences;
• been incriminated and/or been the focus of an official public sanction issued by statutory or regulatory authorities, nor barred by a court from serving as a member of a supervisory board, board of directors or other management body of an issuer or from taking part in the management or conduct of an issuer’s business affairs at any point during the past five years;
• been involved in any bankruptcy proceedings or been subject to property sequestration during the last five years as a member of a board of directors, a management body or a supervisory board.

Furthermore, there are no service agreements binding the members of governing and management bodies to the issuer or to any one of its subsidiaries that provide benefits upon the termination of such agreements.

* Age as at 31/12/2024, rounded down to the nearest year.

** Meaning of acronyms: ECO: executive company officer; ExCo: member of the Executive Committee (salaried); NSP: non-salaried position; ID: Independent Director; E: employee

At 31 December 2024, the average length of service on the Board of Directors was eight years.The percentage of Independent Directors who had been sitting on the Board of Directors for less than six years was 60%.

4.1.2.2.   Selection process for members of the Board of Directors

The Nomination, Governance & Corporate Responsibility Committee plays a central role throughout the four phases of the selection process for Independent Directors. The same process applies to Directors who are not independent as defined by the AFEP-MEDEF Code from Phase 3 as set out below.

a.   Selection process phases

Phase 1. This is the needs analysis phase. The Committee identifies the end dates of Directors’ terms of office and explores the possibility of renewing them. It takes into account the objectives of the diversity policy and the skills required. It accommodates imperatives arising from compliance with the law and with the Code of Corporate Governance. This analysis is undertaken for the Board of Directors itself and its committees. It focuses on the needs due to arise first and makes projections for the years ahead.

Phase 2. A list of potential candidates is drawn up based on the needs identified. This list is made up of the following:

• names put forward:

• by members of the Nomination, Governance & Corporate Responsibility Committee,
• and by members of the Board of Directors more generally;

• names put forward by recruitment firms;
• names proposed by Executive Management;
• unsolicited applications received by the Company.

The Chairwoman of the Nomination, Governance & Corporate Responsibility Committee approves the list of potential candidates. A file is put together based on publicly available information about the candidates.

After reviewing this file, the Nomination, Governance & Corporate Responsibility Committee decides which candidates to contact and meet.

Phase 3. Members of the Nomination, Governance & Corporate Responsibility Committee arrange meetings with the selected candidates. At their meetings, the Committee’s members compare their opinions. For each candidate, the Committee endeavours to assess the depth of their experience and how closely it fits the Company’s needs. What they would bring to the Board from a diversity perspective and their motivation are also considered. Lastly, the Committee checks their availability, whether they have any conflicts of interest, and whether they meet the independence criteria in the Code of Corporate Governance. Additional actions are agreed upon as necessary to complete the list of candidates.

Phase 4. The Board of Directors:

• is made aware of the findings of the previous phases;
• discusses the candidates put forward by the Nomination, Governance & Corporate Responsibility Committee;
• decides which candidates will be put to the vote at a General Meeting of Shareholders.

b. Directors representing the employees and employee shareholders

In the specific case of Directors representing the employees and the Director representing employee shareholders, the Company decided to launch an extensive call for applications across the Group.

As regards Directors representing the employees, the Company opted for the following methods of appointment from the various options available under Article L. 225-27-1 of the French Commercial Code:

• the first Director representing the employees shall be appointed by the trade union that won the most votes in the first round of elections to the Works Council of the Company and its direct and indirect subsidiaries having their registered offices in France,
• and the second Director representing the employees shall be appointed by the European Works Council.

The General Meeting of Shareholders elects the Director representing employee shareholders from among the candidates put forward by employee shareholders. After reviewing the candidates, the Nomination, Governance & Corporate Responsibility Committee may recommend that the Board of Directors support an appointment resolution to be put to the shareholders at a General Meeting. The candidate elected is the one whose appointment resolution gains the required majority and the most votes, in the event of multiple candidacies.

4.1.2.3.   Diversity policy applicable to the Board of Directors

The goal of the Board of Directors’ diversity policy is to bring together the perspectives, skills and experience required for effective collective decision-making. It aims to meet the needs and reflect the characteristics of the Group while remaining a reasonably sized team. Each of its members must show good judgement and foresight, and uphold the ethical conduct standards expected of a Director.

The impact on diversity and the integration of future Directors is considered every time a proposal is made to appoint Directors. The Nomination, Governance & Corporate Responsibility Committee plays a key role in this regard.

Diversity is often assessed using measurable indicators related to gender equality, age and nationality.

With regard to gender equality, the Company aims to continue moving toward gender equality to the greatest extent possible. Each gender should account for at least 40% of the Directors. It is actively seeking to achieve gender equality in its Board’s specialised committees.

Women currently account for six of the fourteen appointments made at the General Meeting (43%). The three standing committees are chaired by a female Director. The five female Independent Directors are members of at least one committee.

The targets for increasing the proportion of women in senior management positions, set with reference to the AFEP-MEDEF Code, are presented in Section 3.1.4.2. “Equal opportunities and diversity action plans” of the “Sustainability Report” in the 2024 Universall Registration Document (pages 180 to 188). They were reviewed and discussed at several meetings of the Nomination, Governance & Corporate Responsibility Committee and adopted by the Board of Directors. They take into account the Group’s proactive approach to corporate social responsibility, its management needs, and the proportion of women in its business sector and at the Company. On Executive Management’s recommendation, the Board of Directors has approved targets, an action plan and practical arrangements that will make a real difference. They focus on delivering far-reaching action over the long term. The proportion of women in senior management positions forms part of those quantifiable targets on which the Chief Executive Officer’s variable compensation, and that of Group management more generally, is based.

Age is not a criterion that is considered. The Company has not set a minimum or maximum age requirement for directorships. However, the Articles of Association (Art. 14) limit the proportion of Directors aged over 75 to one third. The average age of the members of the Board of Directors is 65 (at 31/12/2024). Three out of 17 Directors are over 75 years old.

Given the international dimension of the Group’s business, it is considered desirable to have foreign nationals sitting on the Board of Directors. As far as possible, Directors who are foreign nationals come from or live in countries in which the Group operates or is seeking to develop business (France, United Kingdom, Benelux). Countries recognised for their technological and digital industries are also represented on the Board of Directors (United States, Ireland). To attract Directors living outside France, the internal rules and regulations of the Board of Directors permit Directors to take part in meetings using videoconferencing or conference call systems, and the Company can cover their travel costs. Furthermore, an adjustment to the method used to apportion compensation among Board members has been agreed to better reflect the constraints on foreign Directors. This consists of adding an additional 20% weighting to attendance at meetings of the Board and its committees for Directors living outside France. This does not apply to Directors who carry out their work within the Group. Five out of 17 Directors hold citizenship from a country other than France.

4.1.2.4.   Skills required for the Board of Directors

It is also a priority for the Board of Directors to have a diverse range of skills. The Company has identified nine key competencies that it would like to be represented within the Board of Directors. These skills and areas of experience are as follows:

• Knowledge of the digital sector and consulting, and the ability to promote technological innovation: This expertise will have been gained at a digital services company, software vendor or consulting firm, or in an industry sector focused on technological innovation in B2B services.
• Knowledge of one of the Group’s main vertical markets: This expertise flows from knowledge of the digital services requirements in one or more of the Group’s main markets. Ideally, it will have been gained working for a client of the Group or one of its competitors. It may also be acquired through long sales experience in one of these markets.
• Entrepreneurial experience: Entrepreneurial experience will have been gained by starting up or taking over an industrial or commercial business and through contact with the various stakeholders (clients, employees, lending shareholders, suppliers, authorities).
• CEO of a major group: This presupposes past or current experience as a non-salaried executive company officer (Chairman, CEO or Deputy CEO) of a company established in more than one country or that employed more than 25,000 people.
• Finance, control and risk management: This expertise requires professional experience gained in finance, audit or internal control or while holding a corporate office.
• Corporate social responsibility:

– Human resources and labour relations: This expertise requires professional experience gained in human resources, either in a company or as an external consultant, in institutions, industry bodies, trade unions or public benefit organisations or while holding a corporate office.

– Environmental and climate-related issues: This expertise presupposes familiarity with institutions, non-governmental organisations or public benefit organisations and expertise in handling climate-related and environmental issues from a business perspective.

– Social issues: This expertise presupposes familiarity with institutions, industry bodies, trade unions or public benefit organisations and expertise in handling social issues from a business perspective.

• International dimension: This indicates skills in cross-cultural management combined with being versed in more than one culture, working as an expatriate or holding corporate office in an international group.

• Mergers and acquisitions: This experience is gained through involvement in external growth transactions as an executive company officer or professional (development director, investment banker, legal or financial advisor).
• Operational experience within Sopra Steria Group: This experience presupposes long-standing current or past service within Sopra Steria Group, as an employee or equivalent, and in-depth knowledge of the Group, its working practices and its management. A corporate office of at least four years in a company recently acquired by the Group may also be taken into consideration.

C = Competency represented by at least one third of the Directors

B = Competency represented by between one third and half of the Directors

A = Competency represented by at least half of the Directors

In addition to these 9 key areas of expertise and experience, given Sopra Steria Group’s ownership structure, the Nomination, Governance & Corporate Responsibility Committee also considers experience of corporate governance within family-owned listed companies to be of benefit to potential Board members. Such experience promotes the use of key strengths and harnesses an understanding of the challenges faced by family-owned companies in pursuit of sustainable and profitable growth. It is primarily gained through serving as a corporate officer or senior manager in a company – either listed or with a broad shareholder base – whose main shareholder is either an individual or a family. The family shareholder must hold at least 10% of the voting rights and either run the company or have the ability to choose who runs it.

4.1.2.5.   Directors representing the employees and representation of employee shareholders

• A Director representing the employees was appointed on 27 June 2024 by the trade union that won the most votes in the first round of elections to the Works Council of the Company. This Director is Hélène Badosa, a member of the Compensation Committee.
• One Director representing the employees was designated on 11 July 2024 by the European Works Council. This Director is William Beaumond.
• A Director representing employee shareholders, Astrid Anciaux, was elected at the General Meeting of Shareholders held on 26 May 2021. Her term of office will end at the close of the next General Meeting of Shareholders, on 21 May 2025.

4.1.2.6.   Independent Directors

The Nomination, Governance & Corporate Responsibility Committee also monitors the proportion of Independent Directors on the Board.

Ten Directors are considered independent by the Board of Directors. They account for 71% of Directors appointed by the shareholders at a General Meeting.

A procedure has been laid down for selecting Independent Directors (see Section 4.1.2.2 of this chapter, pages 42 to 43).

Comments and clarifications

Requirement 1

Like Sopra Steria Group, 74Software is fully consolidated by Sopra GMT. According to the Nomination, Governance & Corporate Responsibility Committee, a current term of office on 74Software’s Board of Directors does not call into question the status of Independent Director:

• Sopra Steria Group’s Board of Directors is periodically informed of 74Software’s situation. Following the strategic refocusing completed in 2024, plus the sale of part of its shareholding in 74Software, Sopra Steria Group has retained a residual 11% holding in the company’s share capital;
• the procedure for handling potential conflicts of interest applies to the consideration of any matters related to 74Software;
• the Independent Directors present on both Sopra Steria Group’s and 74Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy.

The Directors in question are Marie-Hélène Rigal-Drogerys, Michael Gollner and Yves de Talhouët, whose terms of office as 74Software Directors ended in 2024. Sopra Steria Group’s Board of Directors unanimously came to the same conclusions as the Nomination, Governance & Corporate Responsibility Committee.

In addition, Sonia Criseo was Director of CS Group until 2023. This company – the listed holding company for the CS Group, which has since merged with Sopra Steria Group – is not consolidated in the latter’s financial statements.

Following an extended review that went beyond the criteria set out in the AFEP-MEDEF Code, the Board of Directors concluded that this previous directorship does not give rise to any conflict of interest in relation to the Board’s decisions. Consequently, the Board decided to consider Sonia Criseo as being independent within the meaning of the AFEP-MEDEF Code. Like all members of the Board of Directors, Sonia Criseo remains subject to the procedure for managing one-off conflicts of interest, where applicable.

Requirement 3

Members of the Board of Directors may hold an office or have an interest in companies that have potential business relationships with Sopra Steria Group or its core shareholder. The Board of Directors shall assess whether the nature, purpose and significance of this affiliation may affect their standing as Independent Directors. It will draw, in particular, on the prior work done by the Nomination, Governance & Corporate Responsibility Committee.

In the case of a business relationship, its significance is inferred by reference to various criteria, including in particular the following:

• whether the service provided is of a strategic nature;
• whether there is reciprocal dependence;
• the volume of business transacted (particularly where this equates to more than 1% of annual revenue);
• the selection procedure used and how often the business is put out to tender;
• whether the Director is involved in the business relationship.

A real estate investment trust held by André Einaudi owns the premises occupied by the Company for a number of years at its Aix-en-Provence site. The Board of Directors considers that these circumstances do not constitute a material business relationship. In reaching this conclusion, the Board took into account the age, term and amount of the lease, signed prior to André Einaudi’s appointment as a Director. It also noted that it is customary for the Group to rent its premises: Apart from in exceptional circumstances, the Group does not own its premises. Lastly, the Board confirmed that no dependency is created for the lessor in relation to this lease.

The Company identified no other business relationships with Independent Directors.

4.1.2.7.   Senior Independent Director

The Board of Directors does not currently have a Senior Independent Director. The roles of Chairman of the Board of Directors and Chief Executive Officer have been separated. The Chairman of the Board of Directors is not regarded as independent under the AFEP-MEDEF Code. A change to the Board of Directors’ internal rules and regulations was proposed in July 2022 to appoint a Senior Independent Director responsible for handling conflicts of interest. The independent members of the Nomination, Governance & Corporate Responsibility Committee unanimously voted against the Company’s proposal. They adopted this position on the grounds that conflicts of interest rarely arise within the Board of Directors. They also found that there have been no difficulties in managing any such conflicts. That said, the Committee has reserved the option of reviewing this proposal again in the future, in particular if the situation changes. The Board of Directors has endorsed its recommendation.

The Nomination, Governance & Corporate Responsibility Committee and the Board of Directors will re-examine the possibility of appointing a Senior Independent Director with broader competencies as part of the transition of the Board of Directors’ chairmanship.

The Chairman of the Board of Directors is responsible for the Board’s shareholder relations.

4.1.3.   PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS

4.1.3.1.   Regulatory framework governing the organisation and working procedures of the Board of Directors

The organisation and working procedures of the Board of Directors are governed by law, the Company’s Articles of Association and the Board’s own internal rules.

a.   Legal provisions

Articles L. 225-17 et seq. and L. 22-10-2 et seq. of the French Commercial Code govern the working procedures of the Board of Directors.

The principal mission of the Board of Directors is to determine the strategic directions to be followed by the Company and to oversee their implementation.

b.   Provisions in the Articles of Association

The rules governing the organisation and working procedures of the Board of Directors are set forth in Articles 14 to 18 of the Articles of Association. The Articles of Association are available on the Group’s website (Investors section).

c.   Internal rules and regulations of the Board of Directors

The internal rules and regulations of the Board of Directors were last amended on 27 July 2022. The aim was to clarify the scope of the confidentiality obligation incumbent on a legal entity’s permanent representative.

The internal rules and regulations define the roles of the Board of Directors, its Chairman and the Chief Executive Officer. They specify the conditions under which their prerogatives may be exercised. They also provide that prior approval by the Board of Directors is required for certain 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”. The internal rules and regulations are available on the Group’s website (Investors section).

They also set out the purpose, composition and main provisions applicable to the three standing committees tasked with preparing certain matters for the Board of Directors:

• the Audit Committee;
• the Nomination, Governance & Corporate Responsibility Committee;
• the Compensation Committee.

The internal rules and regulations allow for the possibility that these committees, in performing their respective duties and after having informed the Chairman, may:

• hear matters brought to them by the Group’s senior managers;
• call upon the services of outside experts at the Company’s expense.

They also provide that the Board of Directors may create one or more “ad hoc” committees.

In 2024, at the time of the planned sale of Sopra Banking Software to Axway Software, an ad hoc committee was formed to make a recommendation on the appointment of an independent appraiser, monitor that independent appraiser’s work and report its conclusions to the Board of Directors. The committee was made up exclusively of Independent Directors:

• André Einaudi, Chairman;
• Sylvie Rémond;
• Jessica Scale.

The internal rules and regulations also address the following issues: summary of powers under applicable law and the Articles of Association, meetings, information received by the Board of Directors, training of its members, evaluation of the Board, travel expenses, Non-Voting Directors, Works Council representatives, confidentiality obligations, including the specific case of permanent representatives of legal entities, and other ethical obligations, in particular regarding conflicts of interest, related-party agreements or stock market transactions. A procedure for assessing routine agreements has been added as an appendix. Each of the Board’s specialised standing committees has adopted its own operating charter approved by the Board of Directors. The selection procedure for Directors (independent and other) is appended to the Nomination, Governance & Corporate Responsibility Committee’s Charter.

4.1.3.2.   Meetings of the Board of Directors

a.   Number of meetings held during the financial year

The annual work schedule, which is drawn up for the financial year, may be changed where justified by special events or deals. The Board of Directors met twelve times in 2024, of which five meetings were not on the annual schedule. One meeting was held without the executive company officer being present.

b.   Directors’ attendance

* Based on the composition of the committees in 2024.

The Board of Directors’ attendance rate in 2024 was 92% (40% of absences were for meetings not scheduled in the annual calendar).

The attendance rate at Board meetings reflects the difficulty of Directors performing Executive Management functions in large corporations to find time in their schedules for unscheduled meetings. The experience gained from having performed these roles makes a telling difference to the quality of the Board’s decision-making.

All members of the Board of Directors agree to devote the time and attention necessary to fulfil their duties. Directors are required to be present at every meeting of the Board of Directors as well as those of its committees on which they serve, unless they are unable to attend due to an emergency situation or other legitimate reason.

All Board members also agree to resign from their positions should they feel they are no longer able to fully assume their responsibilities. They must inform the Chairman of the Board of Directors of any change in their professional situation that might affect their availability.

In accordance with the policy approved by shareholders at the General Meeting, the compensation provided for in Article L. 225-45 of the French Commercial Code is allotted in full based on actual attendance at meetings of the Board of Directors and its committees.

c.   Items of business

The Board of Directors met 12 times in 2024, including once in the absence of the executive company officers and the Vice-Chairman. The Directors representing the employees attended this meeting.

The Board of Directors was kept regularly informed of the activities of the three standing committees and the ad hoc committee. Their respective Chairmen presented reports on the work performed between the meetings of the Board of Directors.

The main items of business in 2024 were:

• Strategy and investment:

• strategy,
• the sale of most of the activities of Sopra Banking Software and the reduction of shareholding in Axway Software’s as part of a strategic refocusing,
• opinion of the Environmental and Works Council on the Company’s strategic priorities,
• The Company’s share buyback programme;

• Accounting and financial information:

• approval of the financial statements for the year ended 31 December 2023,
• approval of the interim financial statements for the first half of 2024,
• the 2024 budget and the guidance given to the market;

• Corporate governance, CSR:

• operation of the Board of Directors,
• the transition plan of the Chairman of the Board of Directors,
• composition of the Board of Directors and its Committees,
• Appointment of an ad hoc committee and subsequently of an independent appraiser as part of Sopra Steria Group’s strategic refocusing project,
• preparations for the General Meeting,
• compensation of company officers:

—  compensation policy for company officers,

—  targets set by the Chief Executive Officer,

• the selection of Sustainability Auditors,
• the policy on gender equality and equal pay, and the targets for bringing more women into Group management positions,
• See also the inset entitled “Involvement of supervisory bodies in sustainability issues” in Section 4.1.3.4 of this chapter;

• Control and prior authorisations:

• monitoring of routine agreements,
• authorisation of related-party agreements as part of Sopra Steria Group’s strategic refocusing project,
• continuation of previously authorised agreements,
• authorisation to guarantee commitments by subsidiaries controlled by the Group.

4.1.3.3.  Committees of the Board of Directors

a.  The Audit Committee

The composition and functioning of the Audit Committee are governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and was approved by the Board of Directors on 24 October 2024.

Its current members are:

• Marie-Hélène Rigal-Drogerys, Chairwoman (Independent Director);
• Michael Gollner (Independent Director);
• Sylvie Rémond (Independent Director).

The Committee members all possess specific financial, accounting or statutory audit skills and expertise, plus risk management and sustainability skills and expertise. All of the Committee’s members are independent. They have spent all or part of their career in investment banking (Michael Gollner), universal banking (Sylvie Rémond) or as a Statutory Auditor (Marie-Hélène Rigal-Drogerys). The individual skills of each member of the Committee are set out in Section 4.1.2.4, “Skills required for the Board of Directors” of this chapter (pages 43 to 44). Their professional experience is summarised in Section 1.2.8, “Detailed presentation of the members of the Board of Directors” of the chapter of the 2024 Universal Registration Document (pages 72 to 88).

The Committee meets seven times a year on average and in any event no fewer than four times. Its annual work plan includes:

• one meeting to review the interim financial statements and two for the annual financial statements, respectively;
• three meetings to monitor internal control and risk management systems and review internal audit;
• one meeting to review external audit (statutory audit and now, Sustainability Auditors);
• one meeting to review sustainability information.

Without prejudice to the expertise of the Board of Directors, the Audit Committee informs decisions through its work and recommendation and approves the provision of services other than the certification of the accounts. In the performance of its duties, the Committee may:

• receive any internal documentation necessary for its purposes;
• hear any person affiliated with or external to the Company;
• where applicable, retain the services of independent experts to assist the Company;
• expedite an internal audit with the consent of the Chairman of the Board of Directors.

The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit.

The Committee’s main responsibilities cover:

• internal control and risk management, especially the review of the three risk mapping exercises (overall exercise, mapping of the risk of corruption and influence peddling and mapping of risk relating to CSR risks – duty of vigilance);
• monitoring information system security;
• monitoring the preparation of the accounting and financial information;
• monitoring the preparation of sustainability information;
• critically examining management decisions and assessments relating to the Company’s financial statements, performance analyses and interim reports before they are submitted to the Board for approval and, where applicable, making recommendations to ensure their integrity;
• financial policy;
• internal audit;
• statutory audit and sustainability auditors;
• any one-off assignments and areas for attention identified by the Board.

The Committee met seven times in 2024 and held one informal meeting on the methodology to establish the double materiality matrix. Except in specific cases, the Statutory Auditors, the Chief Financial Officer and his deputy, the Director of Internal Audit and the Director of Internal Control are invited to and attend all meetings as a matter of course.

Its meeting on the annual financial statements is held at least twenty-four hours before that of the Board of Directors. To prepare for this meeting, two preparatory sessions are held beforehand to address issues of methodology or specific points on the preparation and presentation of the financial statements as well as risk exposure, including social and environmental risks.

In 2024, the Audit Committee decided to deepen its knowledge of some of the Company’s activities in relation to its approach to non-financial risks.

The main items of business in 2024, and to prepare for the approval of the financial statements for the financial year, raised either at the Company’s initiative or at the request of the Committee, were as follows:

• information security: annual update on cybersecurity.
• with regard to monitoring the procedure for preparing accounting and financial information and financial policy:

• review of cash-generating units and asset impairment testing for 2023,
• approval of the financial statements for the year ended 31 December 2023,
• presentation by the Statutory Auditors of the results of the statutory audit, interim reviews and the accounting options adopted,
• review of the 2024 interim financial statements,
• off-balance sheet commitments and guarantees given under the delegated authority of the Board of Directors,
• Group financing;

• with regard to monitoring the procedure for preparing non-financial information:

• CSRD: presentation of the Group’s approach
• adapting the information system to the requirements of the sustainability report,
• monitoring of the double materiality matrix development process and review of the outcome;

• with regard to knowledge of the business, monitoring the effectiveness of internal control and risk management procedures:

• With regard to the Internal Control Department, responsible for the internal control system and risk management procedures:

• with regard to the Internal Audit Department:

• with regard to knowledge of the business:

• with regard to the management of the statutory audit of the financial statements and the sustainability audit:

• statutory audit engagement (scope, work schedule, fees for the past year, budget, summary of interim work performed by the Statutory Auditors),
• the independence of the Statutory Auditors,
• prior authorisation for services other than the certification of the accounts,
• sustainability audit: presentation of the findings of the consultation carried out by the Company and recommendation to the Board of Directors,
• presentation of the Sustainability Auditors’ work programme;

• with regard to the Committee’s own organisation and activities:

• overview of the Audit Committee’s activities,
• the annual work schedule,
• review of the Audit Committee Charter;

The members of the Committee heard the Statutory Auditors and Sustainability Auditors, with no members of management in attendance. The same was true of the Director of Internal Audit.

Minutes are prepared after every meeting and are then approved at the beginning of the following meeting.

When requests by the Audit Committee cannot be satisfied immediately, they are subject to a formal follow-up procedure in order to ensure that they are addressed in full at the meetings scheduled throughout the year. Three specific requests were formulated using this approach in 2024 and were, or will be, added to the meeting agendas established on the basis of the Committee’s annual work plan.

b.  The Nomination, Governance & Corporate Responsibility Committee

The Board’s internal rules and regulations and an operating charter govern the composition and functioning of the Nomination, Governance & Corporate Responsibility Committee. The operating charter has been reviewed at regular intervals by the Committee and was approved by the Board of Directors on 24 July 2024. Its current members are:

• Kathleen Clark, permanent representative of Sopra GMT – Chairwoman;
• Pascal Daloz (Independent Director);
• Noëlle Lenoir (Independent Director);
• Éric Pasquier;
• Pierre Pasquier;
• Yves de Talhouët (Independent Director);
• Rémy Weber (Independent Director).

The Committee hears the Chief Executive Officer on the items of business as necessary.

The Committee has no decision-making powers of its own, but rather submits its findings and recommendations to the Board of Directors to inform the Board’s decisions. In the performance of its duties, the Committee may:

• receive any internal documentation necessary for its purposes;
• hear any person affiliated with or external to the Company;
• where applicable, retain the services of independent experts at the Company’s expense to assist it.

Minutes are prepared after every meeting and are then approved at the beginning of the following meeting.

The Committee’s main responsibilities are as follows:

• Nominations and governance:

• submitting proposals for the appointment of members of the Board of Directors, in accordance with the selection process,
• submitting proposals for the appointment of executive company officers and preparing their succession,
• periodically reviewing the succession plan for executive company officers in the event of an unforeseen vacancy,
• evaluating the Board of Directors and the effectiveness of corporate governance,
• verifying that good governance rules are applied at the Company and its subsidiaries,
• assessing whether Board members may be deemed independent in view of deliberations by the Board of Directors on this subject,
• considering and proposing changes it deems beneficial or necessary to the procedures or composition of the Board of Directors and its committees,
• taking into account the conclusions and recommendations set out by market bodies (Autorité des Marchés Financiers, Haut Comité de Gouvernement d’Entreprise, Institut Français des Administrateurs);

• Business ethics and corporate responsibility (CSR):

• ensuring that the Group’s values are upheld,
• issuing an opinion on the identification, selection and prioritisation of impacts, risks and opportunities identified by the double materiality assessment as being significant for the Group,
• reviewing Executive Management’s proposals so that the Board of Directors can determine multi-year strategic priorities in terms of social and environmental responsibility,
• ensuring that sustainability matters and the interests of the various stakeholders are taken into account in the Company’s strategy and business model,
• assessing the appropriateness of programmes and action plans implemented by the Company in relation to:

• ensuring that the Company has implemented a policy promoting diversity, equal opportunity and anti-discrimination and, in particular:

• checking that there are rules of conduct which address competition and ethics,
• ensuring that the anti-corruption framework operates effectively and that the Company’s Code of Conduct, training, whistleblowing framework and disciplinary system as provided for in French Law No. 2016-1691 of 9 December 2016 on transparency, anti-corruption and modernisation of business life are all fit for purpose.

The Committee met six times in 2024. The attendance rate stood at 97%. The Committee addressed the following points:

• Appointments and governance:

• the composition of the Board of Directors,
• the composition of the Committee,
• the transition plan of the Chairman of the Board of Directors,
• amending the method of appointing Directors representing the employees,
• initial training of the Directors representing the employees,
• review of the independence of the members of the Board of Directors,
• review of the draft Universal Registration Document: report on corporate governance;

• Ethics and corporate responsibility:

• the implementation of the CSRD (see also the inset entitled “Involvement of supervisory bodies in sustainability issues” in Section 4.1.3.4 of this chapter),
• the Company’s policy on gender equality and equal pay,
• recommendations on increasing the proportion of women in senior management positions (AFEP-MEDEF Code),
• review of the draft 2023 Universal Registration Document: statement of non-financial performance;

c. The Compensation Committee

The composition and functioning of the Compensation Committee are governed by the Board’s internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and was approved by the Board of Directors on 26 February 2025. Its current members are:

• Hélène Badosa (Director representing the employees);
• Kathleen Clark, permanent representative of Sopra GMT;
• Sonia Criseo (Independent Director);
• André Einaudi (Independent Director);
• Éric Hayat;
• Sylvie Rémond, Chairwoman (Independent Director);
• Jessica Scale (Independent Director).

The Committee has no decision-making powers of its own, but rather submits its findings and recommendations to the Board of Directors to inform the Board’s decisions.

In the performance of its duties, the Committee may:

• receive any internal documentation necessary for its purposes;
• hear any person affiliated with or external to the Company;
• where applicable, retain the services of independent experts at the Company’s expense to assist it.

The Committee’s main responsibilities are as follows:

• recommending to the Board of Directors compensation policies applicable to company officers;
• verifying the application of rules determined for the calculation of variable components of compensation;
• ensuring that social and environmental priorities related to the Company’s business are adequately covered in the compensation systems applicable to the Group’s executive company officers and management;
• where applicable, offering recommendations to Executive Management on the compensation of the Company’s key executives;
• obtaining an understanding of pay policy and ensuring that this policy is in line with the Company’s interests and enables it to reach its objectives;
• preparing decisions related to employee share ownership and employee savings plans;
• preparing the policy for awarding performance shares;
• verifying the quality of the information communicated to shareholders concerning compensation, benefits in kind and options received by executive company officers, as well as the compensation provided for in Article L. 225-45 of the French Commercial Code.

The Committee hears the executive company officers at the start of its meetings for general information and on each item of business as necessary.

Minutes are prepared after every meeting and are then approved at the beginning of the following meeting.

The Committee met six times in 2024, including one unscheduled meeting. The attendance rate stood at 100%. The Committee addressed the following points:

• the compensation policy for company officers (Chairman of the Board of Directors, Chief Executive Officer, members of the Board of Directors);
• the recommendations to the Board of Directors concerning the compensation of the Chairman of the Board and the Chief Executive Officer in respect of financial years 2023, 2024 and 2025;
• policy to give managers and employees a stake in the Group’s capital;
• review of the draft Universal Registration Document, in particular the report on the compensation of company officers.

4.1.3.5.  Organisation and assessment of the Board of Directors

a.  Access to information for members of the Board of Directors

Dissemination of information – Preparatory materials

Article 9 of the internal rules and regulations states:

• Each member of the Board shall receive all information required for the performance of his/her duties and is authorised to request any documents deemed pertinent.
• In advance of each meeting of the Board, a set of preparatory materials shall be addressed to members presenting the items on the agenda requiring special analysis and preliminary reflection. This material shall be sent out whenever confidentiality requirements permit.
• The members of the Board shall also receive, in the intervals between meetings, all pertinent and critical information concerning events or operations that are significant for the Company. This information shall include copies of all press releases issued by the Company.

The members of the Board of Directors receive a monthly summary report on Sopra Steria Group’s share performance. This report describes and analyses developments in the share price and trading volumes. It puts this information into perspective by highlighting the main trends in macroeconomic and financial market data as well as comparisons with the largest companies in the industry.

Board members receive all press releases intended for investors. They are also sent certain internal publications.

They are invited to presentations of the annual and half-year results. They are usually invited to the annual kick-off meeting held for Group management.

Dedicated electronic platform for Directors

An electronic platform is used to provide secure access to documentation. Members of the Board of Directors can view or download items made available for them. This platform was set up following the findings of the formal assessment of the Board of Directors undertaken in 2016. Its implementation was made possible by the availability of a high-performance cloud solution offering a sufficiently robust guarantee that access to stored data – even by the Company’s technical staff – would be strictly controlled.

Additional information at meetings

The Chief Executive Officer and the Chief Financial Officer are invited to Board meetings, subject to certain exceptions. Thanks to their participation, additional information that may be useful to discussions is made available. They do not take part in the consideration of matters that involve the Chief Executive Officer.

Depending on the items of business before a given Board meeting, other operational managers or outside consultants may be invited to attend. This is the case, in particular, for strategic presentations and discussions of external growth transactions.

The Audit Committee systematically includes in its annual work programme several presentations by operational managers giving it a deeper understanding of a risk factor from various angles and giving it more extensive knowledge about the company’s business or an issue within its realm of responsibility. Dialogue with these occasional discussion partners represents a channel for reporting information independently of management.

Training

Article 5 of the internal rules and regulations states: “Any member of the Board may, on the occasion of their appointment or at any point during their term in office, engage in training they feel is necessary for the performance of their duties”.

Following the appointment of the Directors representing the employees, a specific training plan is implemented to orientate new Directors. The Board of Directors approves the content and format of this orientation training after consultation with the individuals concerned and with the Nomination, Governance & Corporate Responsibility Committee. In 2024, a recently elected Director representing the employees received this training.

Training is provided by the Company or outside bodies, depending on its objectives and Directors’ specific requests. In 2024, this training covered:

• investor relations and financial communications;
• risk management policy;
• The European Corporate Sustainability Reporting Directive (CSRD). Topics covered at this meeting, which was aimed at members of the Nomination, Governance & Corporate Responsibility Committee and the Audit Committee, mainly consisted of the objectives of CSRD, key concepts, the implementation timetable, the main changes compared with the previous approach and the European Sustainability Reporting Standards (ESRS).

During the period, eight Directors undertook training organised by the company.

In 2024, the Directors also updated their knowledge by attending meetings and seminars held by various industry organisations (consulting firms, think tanks and non-profits).

All Board Committee Chairs are members of the IFA (French Institute of Directors), as is the Secretary of the Board of Directors.

b. Preventing conflicts of interest

Duty of disclosure and abstention

Directors are required to report any conflict of interest, whether actual or potential. They shall refrain from taking part in any discussions and participating in the vote on corresponding topics.

Monitoring of related-party agreements

Monitoring of related-party agreements is governed by law, the Company’s Articles of Association and the Board’s own internal rules. Proposed new agreements are reviewed prior to being signed. In addition, at the beginning of each financial year the Board of Directors reviews the purpose and application of agreements that will remain in effect. The Board of Directors checks whether these agreements still meet the criteria on which their initial approval was based.

These three agreements make up one larger transaction. The project to sell most of Sopra Banking Software’s business reflects Sopra Steria’s aim to expand its development of digital services and solutions in Europe and focus its investments on consulting and digital technology in its strategic markets: financial services, defence & security, aeronautics, space and the public sector.

At the time of the planned sale of Sopra Banking Software to Axway Software, an ad hoc committee made up of three Independent Directors was formed to make a recommendation on the appointment of an independent appraiser tasked with issuing a fairness opinion, monitor that independent appraiser’s work and report its conclusions to the Board of Directors.

• For more information, see Section 1.1.2, “Related-party agreements (Resolution 5)” in Chapter 3, “Draft resolutions submitted to the Shareholders’ Meeting” of this document (pages 78 to 79).

Monitoring of routine agreements entered into at arm’s length

The Board of Directors regularly assesses whether agreements pertaining to routine transactions entered into at arm’s length meet the necessary criteria.

The procedure adopted by the Board calls for the following in particular:

• arrangements for identifying agreements subject to prior review by the Board of Directors;
• the assessment by the Board of Directors of agreements that have not been subject to such controls – any persons directly or indirectly affected by such an agreement may not take part in this assessment.

The Board has adopted the principle of annual assessments.

c.  Assessment of the Board of Directors and its committees

In accordance with the recommendations of the AFEP-MEDEF Code in this area:

• each year, at least one discussion by the Board of Directors is devoted to its operating procedures and ways in which they might be improved;
• at least every three years, a formal assessment is carried out.

The Board of Directors thus conducted a formal assessment of its operations at end-2022, overseen by the Nomination, Governance & Corporate Responsibility Committee. The previous such assessment took place in 2019.

The Nomination, Governance & Corporate Responsibility Committee proposed that the Board of Directors proceed with a self-assessment based on a questionnaire, with responses to be collected anonymously. To this end, the Committee drew up a draft questionnaire containing 35 items divided into five sections:

• members of the Board of Directors;
• information provided to Directors;
• meeting procedures and content;
• relations between the Board of Directors and its committees;
• assessment of individual contributions.

In particular, the aims of this questionnaire were to:

• evaluate to what extent the composition of the Board of Directors actually represents all shareholders and allows it to fulfil its role and responsibilities efficiently. The questionnaire also focused on the Directors’ contributions to meetings, any conflicts of interest, their complementarity, independence and involvement, as well as their understanding of the Company’s business activities, and the manner in which they update and refresh their skills and knowledge;
• ascertain the quality of the information made available to members of the Board of Directors and how discussions are led by the Chairman;
• check their level of satisfaction with the responses provided to their questions and the handling of their requests;
• identify potential improvements to work procedures, from the annual work schedule to the minutes of meetings;
• evaluate the preparation of discussions by the Board’s specialised committees and the contribution of their work to the quality of exchanges at Board meetings.

After the questionnaire was approved by the Board of Directors, an overview of its findings was reviewed and discussed by the Nomination, Governance & Corporate Responsibility Committee. The Committee also discussed an overview of its own self-assessment and the concurrent self-assessments undertaken by the Compensation Committee and the Audit Committee. It reported on its work to the Board of Directors at the Board meeting of 25 January 2024.

The Audit Committee has conducted its own self-assessment for a number of years using a questionnaire that covers its composition and its working procedures, the way in which its work is organised and its ability to fulfil its responsibilities. The Committee compares its procedures with the best practices established by similar bodies in other companies. Lastly, it familiarises itself with any changes in the regulatory environment. It takes into account the conclusions of this work to improve its own working procedures.

Self-assessment by the Board of Directors and its committees has identified opportunities for improvement, notably relating to its composition, and consideration of CSR (Corporate Social Responsibility) by the Board of Directors and its committees. These were presented to the Board of Directors, which approved them. The process concluded with a discussion on 26 January 2023. Specific measures were taken to address the areas identified for improvement. The industry-specific expertise of the Board of Directors was strengthened by the arrival of Yves de Talhouët and Pascal Daloz. In 2023, CSR considerations led the Board of Directors to discuss multi-year strategic priorities in terms of social and environmental responsibility. In 2024, the Board of Directors and its standing committees played a significant role in monitoring the implementation of the CSRD by the company.

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.

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.

The Group’s climate strategy, described in Chapter 4 of the 2024 Universal Registration Document, will be presented during the next General Meeting. This presentation will not be followed by a vote by the shareholders.

1.1.1.  APPROVAL OF THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS OF SOPRA STERIA GROUP, GRANTING OF FINAL DISCHARGE TO THE BOARD OF DIRECTORS AND APPROPRIATION OF EARNINGS (RESOLUTIONS 1 TO 4)

The Board of Directors submits for your approval:

• the parent company financial statements (Resolution 1) of Sopra Steria Group for the year ended 31 December 2024, showing net profit of €176,642,331.67, and proposes that it be discharged from its management duties for the financial year 2024 (Resolution 2);
• the consolidated financial statements (Resolution 3) of Sopra Steria Group for the year ended 31 December 2024, showing net profit attributable to the Group of €250,958,068;
• the list of non-deductible expenses totalling €919,310 and the corresponding tax charge (Resolution 1). These expenses consist of rental or lease payments and depreciation in respect of the Company’s vehicle fleet.

The Statutory Auditors’ reports on the parent company financial statements and the consolidated financial statements of Sopra Steria Group are presented respectively in Chapter 6 and Chapter 5 of the Universal Registration Document of the Company for the financial year ended 31 December 2024.

The Board of Directors proposes that a dividend per share of €4.65 be distributed (versus €4.65 in 2023), i.e. a total amount of €95,546,809.65 (Resolution 4), from distributable profit for the financial year. The proposed dividend payment amounts to 38% of net profit attributable to the Group.

This amount would be adjusted in the event of a change in the number of shares with dividend rights, it being understood that treasury shares confer no entitlement to dividend rights. The amount of dividends not paid on treasury shares shall be appropriated to retained earnings.

It should be noted that on 2 October 2024, Sopra Steria Group launched a share buyback programme which came to a close on 28 January 2025. This resulted in a buyback of 858,163 shares, which are added to treasury shares.

In accordance with tax regulations in force, when paid to individual shareholders with tax residence in France, this dividend distribution is subject to mandatory lump-sum withholding at the rate of 30% (while remaining subject to income tax reporting requirements – non libératoire), in respect of income tax (12.8%) and social security contributions (17.2%).

When filing their income tax return, shareholders may opt either to maintain the withholding amount as indicated on the return or to have this dividend taxed instead at the progressive income tax rate (as an overall taxpayer option for all income subject to lump-sum withholding), after deducting the withholding amount already paid and after applying relief equal to 40% of the gross amount received (Article 158, 3. 2° of the French General Tax Code), and the deduction of a portion of the CSG (6.8%).

The ex-dividend date would be 3 June 2025, before the market opens. The dividend would be payable as from 5 June 2025.

1.1.2.  RELATED-PARTY AGREEMENTS (RESOLUTION 5)

Under Resolution 5, the Board of Directors submits for your approval, pursuant to the provisions of Article L. 225-40 of the French Commercial Code, the agreements covered by Article L. 225-38 of the French Commercial Code entered into during the financial year ended 31 December 2024, as well as the Statutory Auditors’ special report on said agreements.

These three agreements submitted for appoval at the General Meeting make up one larger transaction, with two of these agreements being indivisible: the sale by Sopra Steria to Axway Software of most of Sopra Banking Software’s activities on the one hand, and the sale of 3.619 million Axway Software shares to Sopra GMT by Sopra Steria Group on the other, as well as the sale to Sopra GMT of the pre-emptive subscription rights attached to Axway Software shares held by Sopra Steria Group.

The project to sell most of Sopra Banking Software’s business reflects Sopra Steria’s aim to expand its development of digital services and solutions in Europe and focus its investments on consulting and digital technology in its strategic markets: financial services, defence & security, aeronautics, space and the public sector.

The divested scope represented revenue of around €335 million in 2023, or approximately 80% of Sopra Banking Software’s revenue. The business activities that have been retained are the services or projects for major banks or financial institutions that will continue to contribute to Sopra Steria’s strategic goals in the financial services vertical. The transaction gave rise to €310.5 million in inflows.

Additionally, Sopra Steria Group sold to Sopra GMT 3.619 million of the 6.914 million Axway Software shares it held at that time. The sale was priced at 26.50 euros per Axway Software share, or a total of €95.9 million, representing a premium of 4.7% to Axway Software’s 6-month VWAP and a discount of 2.9% to the 3-month VWAP when the deal was announced.

Axway Software decided to provide partial funding for the acquisition of Sopra Banking Software’s assets via a capital increase with pre-emptive subscription rights for existing shareholders. As a result of its drive to refocus on digital services and solutions, Sopra Steria did not participate in this capital increase and sold its pre-emptive subscription rights to Sopra GMT for the amount of €10.2 million (unit share price of €3.11).

The valuation of Sopra Banking Software’s activities and the price per share of Axway Software share were the subject of a fairness opinion issued by an independent expert (Crowe HAF).

The total amount received by Sopra Steria Group in respect of these various sales amounted to approximately €416.7 million.

Pursuant to the provisions of Article L. 225-40 of the French Commercial Code, the following proposals are submitted for approval at the General Meeting:

• the agreement for the sale by Sopra Steria Group to Axway Software of most of Sopra Banking Software’s activities,
• the agreement for the sale by Sopra Steria Group to Sopra GMT of 3.619 million Axway Software shares,
• the agreement for the sale by Sopra Steria Group to Sopra GMT of its pre-emptive subscription rights held as part of the capital increase with pre-emptive subscription rights by Axway Software,
• the Statutory Auditors’ special report on the aforementioned agreements.

As a reminder, Sopra Steria Group’s Board of Directors gave its prior approval for the signing of these agreements at its meeting on 21 May 2024; the Directors affected did not take part in either the discussion or the vote.

1.1.3.  COMPENSATION OF COMPANY OFFICERS (RESOLUTIONS 6 TO 12)

The compensation policy for company officers, which was decided on by the Board of Directors on the recommendation of the Compensation Committee, is set out in Chapter 3 of the Company’s Universal Registration Document for the financial year ended 31 December 2024.

• Under Resolution 6 and in accordance with the provisions of Section I of Article L. 22-10-34 of the French Commercial Code, you are asked to approve the disclosures relating to the compensation of company officers mentioned in Section I of Article L. 22-10-9 of the French Commercial Code.
• Under Resolutions 7 and 8 and in accordance with the provisions of Section II of Article L. 22-10-34 of the French Commercial Code, you are asked to approve the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the financial year ended 31 December 2024 or allotted in respect of that period to the executive company officers, namely Pierre Pasquier, in his capacity as Chairman of the Board of Directors, and Cyril Malargé, in his capacity as Chief Executive Officer. These details are disclosed in the report on corporate governance prepared by the Board of Directors in accordance with Article L. 22-10-34 of the French Commercial Code. They are in line with the compensation policy approved by the shareholders at the General Meeting on 21 May 2024. Pursuant to Section II of Article L. 22-10-34 of the French Commercial Code, the payment to Cyril Malargé of the variable components of his compensation in respect of financial year 2024 is contingent upon shareholder approval of Resolution 8.
• Under Resolutions 9, 10 and 11 and in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, you are asked to approve the compensation policies applicable respectively to the Chairman of the Board of Directors (Resolution 9), the Chief Executive Officer (Resolution 10) and the members of the Board of Directors (Resolution 11). The compensation policy defined for the Chief Executive Officer would be applicable in the event of the appointment of a Deputy CEO. On this matter, to take into account the position expressed by certain shareholders, the Board of Directors has decided to amend the compensation policy for the Chief Executive Officer to include the principle of a reduction in the rights to performance shares should the term of office expire before the end of the plan.
• Under Resolution 12, you are asked to set the total annual amount of compensation to be awarded to Directors for their service, as referred to in Article L. 225-45 of the French Commercial Code, at €700,000, which remains unchanged since the figure was approved by the General Meeting of 21 May 2024. It is agreed that this amount shall be divided up in full in accordance with the compensation policy (pursuant to Article L. 22-10-14 of the French Commercial Code) set out in Section 2, “Compensation policy” of Chapter 3 of the 2024 Universal Registration Document.

1.1.4.  MEMBERS OF THE BOARD OF DIRECTORS (RESOLUTIONS 13 TO 17)

Three Directors’ terms of office are due to expire at the close of the General Meeting of 21 May 2025. The Directors concerned are: Sonia Criseo, Yves de Talhouët and Rémy Weber.

On the recommendation of the Nomination, Governance, Ethics & Corporate Responsibility Committee, the Board of Directors proposes that:

• Sonia Criseo (Resolution 13), Yves de Talhouët (Resolution 14) and Rémy Weber (Resolution 15) be reappointed as Directors for a term of office of four years as provided for in the Articles of Association;
• Charlotte Dennery be appointed as a Director for a term of office of two years to allow for a staggered renewal of the Board of Directors (Resolution 16).

The biographies of Sonia Criseo, Yves de Talhouët, Rémy Weber, Astrid Anciaux and Charlotte Dennery are presented opposite.

The experience she has gained in senior operational roles mean that her perspective on issues of concern to the Group will add value to the Board’s discussions. The Board of Directors considers Charlotte Dennery independent under the independence criteria set out in the AFEP-MEDEF Code.

Each of the Directors contributes to the diversity necessary to the proper functioning of the Board of Directors and the quality of its discussions. The key competencies represented by the Directors whose terms of office are up for renewal are set out in the table below.

In addition, the directorship of Astrid Anciaux, Director representing employee shareholders, will end at the close of the General Meeting of 21 May 2025.

The Company’s Articles of Association require that two candidate Directors representing the employees be appointed:

• one candidate, appointed by members of the supervisory boards of FCPE company mutual funds, where voting rights attached to Sopra Steria Group shares held by employees are exercised by the elected members of the supervisory boards,
• and one candidate, appointed via a vote by the elected or appointed representatives of employee shareholders of Sopra Steria Group, whose shares are held in registered form as part of a company savings plan or from a free share award authorised by a decision by the Extraordinary General Meeting after 6 August 2015.

A process to appoint a candidate was carried out between 3 and 14 February 2025 by the first electoral group, with Astrid Anciaux being selected as a candidate by the supervisory board of the Sopra Steria Actions FCPE, while the second electoral group’s selection process did not successfully produce a candidate.

In accordance with the rules for nominating candidates of 22 October 2024, a single candidate is presented and the shareholders of the General Meeting are therefore asked to elect Astrid Anciaux as a Director representing the employee shareholders for a term of office of four years, which would expire at the end of the General Meeting convened in 2029 to approve the financial statements for the financial year ending 31 December 2028 (Resolution 17).

Subject to shareholder approval at the General Meeting of the resolutions concerning the appointment of Charlotte Dennery and the renewal of the terms of office coming to an end, the composition of the Company’s Board of Directors will change as follows:

*  Out of 14 and subsequently 15 members, excluding Directors representing the employees and employee shareholders.

1.1.5.  BUYBACK BY SOPRA STERIA GROUP OF ITS OWN SHARES (RESOLUTION 18)

You are asked to renew the authorisation granted to the Board of Directors at the General Meeting of 21 May 2024 permitting the Company to buy back its own shares, in accordance with applicable laws and regulations (Articles L. 22-10-62 et seq. of the French Commercial Code).

Under this authorisation, the number of shares bought back is subject to an upper limit of 10% of the share capital; as an indication, this would equate to 2,054,770 shares on the basis of the current share capital. The maximum price per share that can be paid for the shares bought back is set at €300; this price may be adjusted as a result of an increase or decrease in the number of shares representing the share capital, in particular due to capitalisation of reserves, free share awards or reverse stock splits.

Shares may be bought back for the following purposes:

• to obtain market-making services from an investment services provider acting independently under the terms of a liquidity agreement entered into in compliance with the AMF’s accepted market practice;
• to award, sell or transfer shares in the Company to employees and/or company officers of the Group, in order to cover share purchase option plans and/or free share plans (or similar plan) as well as any allotments of shares under a company or Group savings plan (or similar plans) in connection with a profit-sharing mechanism, and/or any other forms of share allotment to the Group’s employees and/or company officers;
• to retain the shares bought back in order to exchange them or tender them as consideration at a later date for a merger, spin-off or contribution of assets and, more generally, for external growth transactions. Shares bought back for such purposes are not to exceed, in any event, 5% of the number of shares making up the share capital;
• to deliver the shares bought back, upon the exercise of rights attaching to securities giving access to the Company’s share capital through redemption, conversion, exchange, tender of warrants or any other means, as well as to execute any transaction covering the Company’s obligations relating to those securities;
• to retire shares bought back by reducing the share capital, pursuant to Resolution 21 submitted for approval at the General Meeting of 21 May 2024;
• to implement any market practice accepted by the AMF, and in general, to perform any operation that complies with regulations in force.

The Board of Directors would have full powers, with the option to subdelegate these powers, to implement this authorisation and decide on the arrangements, under the conditions and within the limits set by law.

This authorisation would supersede the previous authorisation given at the General Meeting of 21 May 2024 and would be granted for a period of 18 months with effect from this General Meeting. It would not be usable during a public tender offer for the Company’s shares.

For information, the use made of the previous authorisation is discussed in Section 8 of Chapter 7, “Share ownership structure”, of the Company’s Universal Registration Document for the financial year ended 31 December 2024. It should be noted that on 2 October 2024, Sopra Steria Group launched a share buyback programme which came to a close on 28 January 2025. This resulted in a buyback of 858,163 shares at a total cost of €150 million. These buybacks were covered by the authorisation granted at the General Meeting of Shareholders of 21 May 2024, which authorised share buybacks of up to a maximum of 10% of the share capital (Resolution 20) and their retirement (Resolution 21).

Resolution 1

Approval of the parent company financial statements for financial year 2024

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Board of Directors’ reports and the Statutory Auditors’ report, approve the parent company financial statements for the financial year ended 31 December 2024 as they were presented, which show a net profit of €176,642,331.67.

The shareholders at the General Meeting also approve the transactions reflected in these financial statements and/or summarised in the reports. The shareholders at the General Meeting also approve the amount of expenses not deductible for corporate income tax purposes, as defined in Article 39-4 of the French General Tax Code, which amounted to €919,310, and the corresponding tax expense of €237,412.

Resolution 2

Granting of final discharge to the Board of Directors

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Board of Directors’ reports and the 2024 parent company financial statements, discharge the Board of Directors with regard to its management for the 2024 financial year.

Resolution 3

Approval of the consolidated financial statements for financial year 2024

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Board of Directors’ reports and the Statutory Auditors’ report, approve the consolidated financial statements for the financial year ended 31 December 2024, which show a consolidated net profit (attributable to the Group) of €250,958,068, as well as the transactions reflected in these consolidated financial statements and/or summarised in the reports.

Resolution 4

Appropriation of earnings for financial year 2024 and setting of the dividend

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Board of Directors’ reports and the Statutory Auditors’ report, note that the net profit available for distribution, determined as follows, stands at:

and resolve, after acknowledging the consolidated net profit attributable to the Group amounting to €250,958,068, to appropriate this profit as follows:

It should be noted that individuals resident in France for tax purposes are subject to a single flat-rate tax of 30% on this dividend, unless they opt to have this income taxed at the progressive income tax rate. In the latter case, the entire amount thus distributed will be eligible for the 40% tax rebate resulting from the provisions of Article 158, 3. 2° of the French General Tax Code.

Since the legal reserve already stands at 10% of the share capital, no allocation to it is proposed.

The ex-dividend date is 3 June 2025 and the dividend will be payable from 5 June 2025.

In the event of a change in the number of shares with dividend rights, the total amount of the dividend will be adjusted and the amount allocated to the discretionary reserves will be determined on the basis of the total dividend amount actually distributed.

Dividends paid in respect of the past three financial years were as follows:

Resolution 5

Approval of agreements relating to the provisions of Article L. 225-38 of the French Commercial Code

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Statutory Auditors’ special report on the agreements relating to the provisions of Article L. 225-38 of the French Commercial Code, approve these agreements concluded during the financial year ended 31 December 2024 as well as this report in all their provisions.

Resolution 6

Approval of disclosures relating to the compensation of company officers mentioned in Section I of Article L. 22-10-9 of the French Commercial Code, in accordance with Article L. 22-10-34, I of the French Commercial Code

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, in accordance with Article L. 22-10-34, I of the French Commercial Code, and after having reviewed the report on corporate governance prepared by the Board of Directors, approve the disclosures stated in Section I of Article L. 22-10-9 of the French Commercial Code and as presented in the report.

Resolution 7

Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during financial year 2024 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, in accordance with Article L. 22-10-34, II of the French Commercial Code, and after having reviewed the report on corporate governance prepared by the Board of Directors, approve the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the financial year ended 31 December 2024 or allotted in respect of that period to Pierre Pasquier in his capacity as Chairman of the Board of Directors, and as presented in the report.

Resolution 8

Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during financial year 2024 or allotted in respect of that period to Cyril Malargé, Chief Executive Officer

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, in accordance with Article L. 22-10-34, II of the French Commercial Code, and after having reviewed the report on corporate governance prepared by the Board of Directors, approve the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during the financial year ended 31 December 2024 or allotted in respect of that period to Cyril Malargé in his capacity as Chief Executive Officer, and as presented in the report.

Resolution 9