Sopra Steria Group

Founded 1968

Société anonyme with share capital de €20,547,701 326 820 065 RCS Annecy

Registered Office: PAE Les Glaisins, Annecy-le-Vieux, 74940 ANNECY

Head office: 6 avenue Kleber

FR 75116 Paris

Telephone: +33(0)1 40 67 29 29

Fax: +33(0)1 40 67 29 30

contact-corp@soprasteria.com

https://www.soprasteria.com

This document is a free translation into English. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.

The English PDF and digital version of the 2025 Universal Registration Document and the Notice of Meetings are available on the Sopra Steria website : https://www.soprasteria.com/26gm

Pierre Pasquier

Chairman and Founder of Sopra Steria Group

“When I consider the development of artificial intelligence, I see additional growth opportunities for our business.”

The final part of financial year 2025 saw our business return to growth. After seven consecutive quarters of low or negative revenue growth, this is an encouraging development for the coming period.

Furthermore, our business outlook for 2026 is once again positive across most of our geographies and vertical markets.

As regards performance, we have moved into 2026 on a solid foundation. Although the operating margin on business activity declined slightly in 2025, it remained close to 10%, while free cash flow returned to its normative level and the pre-tax return on capital employed remained above 20%.

The Group thus has a strong balance sheet with little debt and, consequently, plenty of room for manoeuvre.

The environment in which we operate presents major challenges. From the political and geopolitical arena to energy and technology, they are all likely to impact our markets, our organisation, our skills and our models.

For example, the development of generative and agentic AI will have far-reaching implications both for how we operate and for the content of the services we deliver to our clients. We are readying ourselves for these changes with determination. We have made integrating AI into our production methods – for all our employees – a top priority.

We are supporting our clients as they adopt these new tools – which can boost efficiency and add value – to manage their processes.

The opportunities thus unlocked are likely to give rise to new needs and drive new investment in technology. So, when I consider the development of artificial intelligence, I see additional growth opportunities for our business.

Ever since it was established nearly 60 years ago, the Group has always succeeded in adapting to changes in its environment. Embracing emerging and transformative technologies is part of our DNA. Our entrepreneurial culture and agile organisation have enabled us to make decisive choices that have made Sopra Steria what it is today: a European leader in consulting and digital services, with a particular edge when it comes to sovereignty issues.

We bring a clear-eyed view of the transformations that are underway. We are committed to proactively adapting the Group, and our decisions will continue to prioritise a long-term vision to ensure that our corporate plan creates lasting value.

In this document, you will find all the information related to the 2026 Shareholder’s Meeting.

I encourage you to participate fully in this Shareholder’s Meeting by voting and asking your questions during the question-and-answer 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, 20 May 2026, at 2:30 p.m., at Pavillon Dauphine, Place du Maréchal de Lattre de Tassigny, 75116 Paris (France), to vote on the following agenda.

1.1.   Requiring the approval of the Ordinary General Meeting

• 1) Approval of the parent company financial statements for financial year 2025;
• 2) Approval of the consolidated financial statements for financial year 2025;
• 3) Appropriation of earnings for financial year 2025 and setting of the dividend;
• 4) pproval 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 Section I of Article L. 22-10-34 of the French Commercial Code;
• 5) Approval of 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 2025 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors;
• 6) Approval of 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 2025 or allotted in respect of that period to Cyril Malargé, Chief Executive Officer (from 1 January to 8 October 2025);
• 7) Approval of 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 2025 or allotted in respect of that period to Xavier Pecquet, Chief Executive Officer (from 8 October to 31 December 2025);
• 8) Approval of the compensation policy for the Chairman of the Board of Directors;
• 9) Approval of the compensation policy for the Chief Executive Officer;
• 10) Approval of the compensation policy for Directors for their service;
• 11) Decision setting the total annual amount of compensation awarded to Directors for their service at €700,000;
• 12) Reappointment of Pascal Daloz as a Director for a term of office of four years;
• 13) Reappointment of Noëlle Lenoir as a Director for a term of office of four years;
• 14) Authorisation to be granted to the Board of Directors to trade in the Company’s shares up to a maximum of 10% of the share capital;

1.2. Requiring the approval of the Extraordinary General Meeting

• 15) Authorisation to be granted to the Board of Directors to retire any shares that the Company may have acquired and to reduce the share capital accordingly;
• 16) Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries, with pre-emptive subscription rights for existing shareholders, subject to an upper limit of 50% of the share capital;
• 17) Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries, through public offerings (excluding offerings pursuant to paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code), without pre-emptive subscription rights, subject to an upper limit of 20% of the share capital, or 10% of the share capital where no priority is granted;
• 18) Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries, by means of a public offering provided for under paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code, without pre-emptive subscription rights, subject to an upper limit of 10% of the share capital per year;
• 19) Delegation of authority to be granted to the Board of Directors to determine the issue price for ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries, subject to an upper limit of 10% of the share capital per year, in connection with a capital increase without pre-emptive subscription rights;
• 20) Delegation of authority to be granted to the Board of Directors to increase, with or without pre-emptive subscription rights for existing shareholders, the number of ordinary shares and/or other securities giving access to the share capital to be issued, subject to an upper limit of 15% of the amount of the initial issue;
• 21) Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries, without pre-emptive subscription rights, in consideration for contributions in kind, subject to an upper limit of 10% of the share capital;
• 22) Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or other securities giving access to the Company’s share capital and/or the share capital of its subsidiaries, without pre-emptive subscription rights, in consideration for shares tendered to a public exchange offer, subject to an upper limit of 10% of the share capital;
• 23) Delegation of authority to be granted to the Board of Directors to increase the share capital through the capitalisation of premiums, reserves, earnings or any other item eligible for capitalisation;
• 24) Authorisation to be granted to the Board of Directors to allot existing or new free shares to employees and/or company officers of the Company and/or affiliated companies, subject to an upper limit of 1.2% of the share capital, entailing the waiver by the shareholders of their pre-emptive subscription right;
• 25) Delegation of authority to be granted to the Board of Directors to increase the share capital, without pre-emptive subscription rights for existing shareholders, via issues to persons employed by the Company or by an affiliated company, subject to enrolment in a company savings plan, up to a maximum of 2% of the share capital;
• 26) Amendment to Article 14 of the Articles of Association concerning the consideration of gender parity in the appointment of Directors representing employee shareholders;
• 27) Amendment to Article 16 of the Articles of Association concerning the option for the Board of Directors to vote in writing or electronically (written consultation) for certain decisions;

1.3.   Requiring the approval of the Ordinary General Meeting

• 28) Powers granted to carry out formalities.

2.1.   Participation in the General Meeting

• 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 fifth business day preceding the General Meeting, i.e. by Wednesday, 13 May 2026 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 fifth business day preceding the General Meeting, i.e. before Wednesday, 13 May 2026 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 fifth business day preceding the General Meeting, i.e. after Wednesday, 13 May 2026 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 Thursday, 30 April 2026 at 9.00 a.m to Tuesday, 19 May 2026 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.

• a) 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”.

• b) Postal requests for admission cards

• Holders of directly registered or intermediary-registered shares must ensure their request for an admission card is received before Monday, 18 May 2026 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 Monday, 18 May 2026 at 12.00 noon (Paris time). If, despite having submitted a request, holders of bearer shares have not received their admission card, 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

• a) 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”.

• b) 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

• a) 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.

• b) 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.

2.2.   How to get to the shareholders’ meeting

2.3.   Procedure for exercising the right to add items of business or proposed resolutions to the agenda

Requests made by shareholders fulfilling the legal requirements to include items of business or proposed resolutions on the agenda must be sent to Sopra Steria Group’s registered office, in accordance with the conditions set forth in Article R. 225-71 et seq. of the French Commercial Code, by registered letter with proof of receipt, or by email to the following address: assembleegenerale@soprasteria.com, and received no later than the 25^th day preceding the General Meeting, i.e. 25 April 2026, and must be sent no more than 20 days and must be sent no more than 20 days after the notice of meeting publication date of 13 March 2026, i.e. 2 April 2026. The reasons for their submission must be clearly stated and they must be accompanied by a deposit certificate for a securities account in the name of the shareholder (attestation d’inscription en compte).

Any such items of business or proposed resolutions will be included on the agenda of the General Meeting and posted on the Company’s website, https://www.soprasteria.com/26gm, in accordance with Article R. 22-10-23 of the French Commercial Code. The examination by the General Meeting of items of business or proposed resolutions included on the agenda by shareholder request remains subject to the submission by the authors of the request of newly issued deposit certificates for their securities under the same accounts by the fifth business day preceding the General Meeting, i.e. Wednesday, 13 May 2026 at 0.00 a.m. (Paris time).

2.4.   Procedure for exercising the right to submit written questions

All shareholders have the right to submit written questions. To be acceptable, these questions must be sent to the Chairman of the Board of Directors at the Company’s registered office, by registered letter with proof of receipt or by email to assembleegenerale@soprasteria.com no later than the fourth business day preceding the General Meeting, i.e. by Wednesday, 13 May 2026. In order to be considered, questions must be accompanied by a deposit certificate for a securities account in the name of the shareholder (attestation d’inscription en compte).

In accordance with the laws in force, a single answer may be provided in response to multiple written questions that share the same content.

All written questions submitted by shareholders and the answers provided will be posted in the section dedicated to General Meetings on the Company’s website, at the following address: https://www.soprasteria.com/26gm.

2.5.   Documents and information made available to the shareholders

Furthermore, with a view to modernising communication with shareholders, Decree No. 2026-94 of 13 February 2026 has amended certain rules relating to corporate communications procedures. Consequently, Article R 225-76 of the French Commercial Code requires companies to provide additional information on their websites and, as such, companies are no longer required to send preliminary documents to shareholders holding registered shares if these documents are published online.

Prior notice of the Combined General Meeting was published in the Bulletin des Annonces Légales Obligatoires dated 13 March 2026.

The official notice will be published in the Bulletin des Annonces Légales Obligatoires and in the Eco des Pays de Savoie newspaper on 1 May 2026.

2.6. Audiovisual webcast

In accordance with Article R. 22-10-29-1 of the French Commercial Code, a live audiovisual webcast of the entire General Meeting will be available on the day of the Meeting, in the General Meeting section of the Company’s website: https://www.soprasteria.com/" shareholders-meetings. A recording of the General Meeting will be available no later than seven (7) working days after the date of the Meeting and for at least two (2) years from the date of its publication on the General Meeting section of the Company’s website: https://www.soprasteria.com/26gm or by scanning the QR code:

Combined General Meeting on 20/05/2026

• 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.

• (1) Tick the appropriate box.

1.1.   Key figures 2025

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. With the pace of innovation growing ever more rapidly, there is rarely just one single, obvious solution to a given challenge.

See Chapter 1 of the 2025 URD for more information

1.2.   Breakdown of revenue and the workforce

See Chapters 1 and 5 of the 2025 URD for more information

1.3.   Strategy & Ambitions

Strategy

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

Sopra Steria’s European plan

Positioning

European leader in digital services. A credible European alternative to global operators.

Decision to focus on delivering high value-added services and solutions. Ambition to influence how digital technology is used Industrial & sustainable approach to implementing technology

What sets us apart

Standout choice with regard to digital sovereignty issues

Values of trust and close ties with our clients and employees

Benchmark provider of responsible digital technology

Capabilities

Best-in-class end-to-end expertise in a comprehensive range of digital services

In-depth knowledge of our clients’ priorities

Technological expertise in digital

Powerful force in consulting

Recap of medium-term financial targets (2026-2028)

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.

See Chapter 1 of the 2025 URD for more information

1.3.1. STRATEGY AND OBJECTIVES

1.3.1.1. Strong, original positioning in Europe

Sopra Steria aims to be a major European player in digital transformation, playing an active role in helping build a sovereign digital Europe and helping large businesses and organisations in Europe remain competitive and grow.

The Group enables them to make the best use of digital technology to innovate, transform their activities (business as well as operating models), protect their strategic interests and optimise their performance.

Sopra Steria champions an ambitious, value-creating vision that brings together employees, clients, shareholders and partners, with world-class business performance underpinned by the values and goals of responsible digital technology.

To achieve this aim, the Group continues to strengthen its key competitive advantages:

• control over its independence and a business philosophy that goes beyond financial performance to recognise the social importance of being a responsible employer and corporate citizen;
• operating as a digital transformation professional, underpinned by a comprehensive range of services and solutions that combines an in-depth understanding of business- and sector-specific priorities with cutting-edge expertise across the full spectrum of digital and emerging technologies. The Group offers clients expertise spanning the full spectrum of digital transformation: it advises (consulting), builds (integration), operates (DPS – formerly infrastructure management – and BPS) and secures (cybersecurity);
• working with clients to develop and secure Europe’s digital sovereignty. Sopra Steria is the partner of choice for digital sovereignty issues, implementing IT solutions that strengthen clients’ technological sovereignty and/or advising them on how to strengthen it;
• a focus on priority sectors and clients and leading positions in priority verticals (Financial Services, Aerospace, Defence & Security, Public Sector);
• providing expertise in digital technologies. The Group is continually investing in the exploration of new ideas and expertise in architectures, and in emerging digital, cloud and AI technologies and uses. Special efforts are being made to establish targeted partnerships with leading players in the digital ecosystem;
• an ambition of influencing the design, development and use of digital technology (as a catalyst and aggregator);
• a special drive to roll out responsible digital technology for projects that is more sustainable and more accessible;
• close relationships with employees, with people and the management approach at the heart of the Company’s strategy (promoting protection and trust; supporting human development; encouraging accountability by valuing high standards and critical thinking).

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

1.3.1.2.  Confirmed objectives and priority action areas

A.  Development of consulting activities

In order to securely position itself with client decision-makers at the business department level, the Group is continuing its move up the value chain in consulting, and confirms its medium-term target of continuing to develop its presence in this area. To do this, it is gradually developing a range of consulting services and capacity in all of the regions in which it operates, using a model that favours synergies with the Group’s other business lines. The Group’s plan is to establish and develop a European consulting capability specialising in business transformation through technology. The Group aims to help its clients define and deliver on the promises they make to their clients and employees by seizing opportunities offered by the ongoing digital and social transitions, in support of the Group’s strategy. The Group’s ambition is to be a powerful and widely recognised transnational consulting firm within Europe, at the cutting edge of innovation in technology and management, where business and technology intersect, offering tailored solutions designed to address specific business issues while honouring its clients’ culture and ESG policy.⁽¹⁾

To ensure that the Group is recognised for its ability to secure and accelerate its clients’ transformation projects, the consulting strategy is based on four pillars that pave the way for successful transformation:

• Biztech: In our consultancy activities, focusing on the crucial aspects of how to integrate new with legacy and achieve rapid deployment.
• Human-first: Taking care to engage with and involve all stakeholders, giving clients and employees a say at every key stage, from design to implementation.
• Driven by AI: Giving our clients access to our multi-sector expertise, AI use cases and our experience with decision-makers who have successfully and securely deployed AI.
• 360° value: Using our clients’ proprietary data to assess the impact of their projects, not only in terms of return on investment, but also with regard to ESG and sovereignty.

B.  Acceleration in digital technology

Sopra Steria has successfully completed numerous digital projects. Its experience has allowed it to offer a holistic approach to digital transformation to the market, based on a series of best practices.

To step up its commitment to digital technology, the Group is continuing to invest with the following goals:

• being at the cutting edge of the market in all of its services and business models;
• strengthening its technology assets;
• transforming its operating models;
• educating all of its employees in digital culture, practices and skills;
• keeping an eye on the market in order to clarify its digital strategy and target the best digital partners.

Digitalisation of services and solutions and business model adaptation

We offer our clients expertise spanning the full spectrum of digital transformation: we advise (consulting), build (integration), operate (DPS – formerly infrastructure management – and BPS) and secure (cybersecurity).

• (1) Environmental, Social and Governance.

The Group is upgrading its range of services and solutions in each of these business areas to leverage advances in digital technology in a number of key areas, thereby:

• harnessing the potential of cutting-edge technologies – analytics, smart machines, blockchain, IoT, augmented/virtual reality etc. – to benefit its clients through innovative applications. A particular focus is placed on AI, and in particular generative AI, through a large-scale programme launched in 2023 across all the Group’s geographies and involving all its business lines;
• driving its clients’ transformation from its current position: for example, the Application Management range has evolved to encompass the end-to-end transformation of processes and the corresponding modernisation of existing IT systems, including connecting digital technologies with legacy systems and migrating all or some of the IT system to the cloud;
• promoting new end-to-end approaches combining consulting and software: providing IT strategy support for large companies and public authorities, implementing digital continuity in industrial value chains, building service platforms, overseeing the cloud-based and digital transformation of information systems, etc.

The digitalisation of solutions and services and, more broadly speaking, changing client expectations, have led the Group to adapt its business models. The Group will thus be selling more and more solutions operated on behalf of clients and, in services, increasingly leveraging intellectual property (reusable components, implementation accelerators, etc.). It will thus generate more recurring revenue through its solutions, with less of a direct connection to the size of its workforce in services.

Technology assets and industrialisation

The Group is continually investing in the exploration of new ideas and expertise in architectures, and in emerging digital, cloud and AI technologies and uses, relying in particular on its teams of “digital champions” (experts led by the Group’s Chief Technology Officer).

At the same time, all necessary resources are being designed and put in place to rapidly develop and operate digital solutions on behalf of the Group’s clients that are natively designed to function in hybrid cloud environments:

• the Digital Enablement Platform (DEP), the technical foundation for building or modernising IT systems (designed to be able to interact with components of Amplify, the hybrid integration platform of 74Software [formerly Axway Software]), an industrial DevOps chain and an environment to capitalise on and search for reusable software components, a private cloud that can be extended to the main public clouds;
• implementation accelerators for new digital technologies (smart machines, AI/machine learning, blockchain, IoT, etc.);
• digital factories to enable the implementation of a range of services combining consulting and software (e.g. migrating information systems to the cloud).

In early 2023, the Group launched a massive initiative supporting the adoption of advances brought about by generative AI. The rAIse^® programme aims to use AI to transform the Group’s practices, creating an end-to-end range of services and solutions for its clients and systematically building AI into its technology assets over the long term.

Transformation of the operating model

The Group is gradually changing the operating model for its services activities by incorporating a more matrix-based approach based on 3 main components:

• verticals supporting the Group’s sales capacity through the key account strategy and the development of vertical-specific services and solutions and sector-specific expertise;
• skill centres that scale up technological expertise, such as data, AI, cloud computing and SAP;
• corporate function that draws up the operating model and tailors it to each operating sector by defining common policies, steering operations and overseeing the transformation of the operating model.

Skills development

To accompany its transformation, the Group is making a considerable effort to train its employees and managers:

• expanding its range of training: introductory and more advanced courses on all digital/data/AI/cloud technologies;
• training on new practices and new industrial environments;
• acculturation and upskilling in new business requirements related to responsible digital technology: training in the digital solutions put in place by the Group;
• digitalisation of training resources: virtual training rooms, in-house e-learning and access to MOOC-style learning platforms.

Innovation

Numerous initiatives are being encouraged to promote and enhance innovation, such as the Group’s digital champions keeping an eye on technology advances and uses, innovation imperatives assigned to project teams, internal innovation competitions to develop new digital uses, hackathons open to clients and partners, as well as platforms for digital demonstrations, brainstorming, co-design, rapid development and technology intelligence open to clients, employees and partners (DigiLabs at all the Group’s major locations and a Next centre at its registered office), etc.

The rAIse^® programme encourages the Group as a whole to experiment with the advances brought about by AI, and in particular generative AI. All entities are working towards being able to offer their clients AI-powered solutions, incorporating AI into their everyday practices and training all employees.

Ecosystem of partners

Special efforts are being made to establish targeted partnerships with leading players in the digital ecosystem by vertical and by major technology area (startups and niche players, institutions of higher education and research laboratories, top software development companies, hyperscalers, etc.). It is within this framework that a strategic partnership has been forged with 74Software (formerly Axway Software).

In order to ensure effective market intelligence, a collaborative startup observatory is made available to the Group’s teams of digital champions and all its managers.

In certain very specific cases relating to its strategy, the Group may directly or indirectly take equity stakes (through specialised funds) in recently launched startups that it considers the most innovative in the market, applying a corporate venturing approach.

C.  Targeting of specific verticals

Focused business development

To support its positioning goals, the Group is continuing its policy targeting specific vertical markets, key accounts and business areas in all countries where it operates.

There are eight priority verticals that currently account for the majority of revenue: Public Sector; Financial Services; Defence, Security & Space; Aeronautics; Energy & Utilities; Telecoms, Media & Entertainment; Transport; Insurance; and Retail.

For each vertical, the Group selects a small number of key accounts (fewer than 100 at Group level), focuses on a few different business areas in which it aims to secure a leading position and implements an inter-entity coordination system for the different countries and subsidiaries concerned.

Some of these verticals are considered particularly strategic. The Group has very clear strengths in several countries (broad position, IT and business expertise, replicable experiences etc.). The transformation needs of businesses, public authorities and ecosystems in place are considerable and rely on similar solutions from one country to the next. These verticals (Financial Services, Aerospace, Defence & Security, Public Sector) are eligible for corporate investment or external growth transactions.

End-to-end vertical services and solutions

In order to achieve its leadership objective in its targeted verticals and business areas, the Group mobilises the development efforts of its various entities to build end-to-end value propositions as well as ranges of business solutions designed to address its major clients’ business priorities.

D.  Development of solutions

The Group confirmed its target to continue to develop solutions in the fields of human resource management and property management (Sopra HR Software and Sopra Real Estate Software) as well as its activities in solution integration (specialised finance solutions). Efforts will continue to be focused on enriching the Group’s solutions, adapting them to cloud systems, leveraging API-based access to data and services, integrating new digital technologies, developing managed services, and expanding operations into new geographic markets.

E.  Acquisition policy

The Group makes regular targeted acquisitions in order to enhance its range of services and solutions and its expertise, or to strengthen its position in certain regions. In this capacity, it will be able to carry out acquisitions of varying sizes.

1.3.1.3.  Embedding of sustainability priorities and goals

Sopra Steria Group has gradually adopted multi-year strategic sustainability priorities that have been approved by its supervisory, executive and management bodies. These priorities reflect the close long-term ties between the Group’s positioning as a trusted alternative, its strategy and its financial and sustainability performance. Accordingly, the Group’s strategy and associated objectives have evolved to translate these priorities into practical action in each of its strategic action areas (see Section 1.3.1.2 of this chapter).

Following the double materiality assessment conducted in 2024 and confirmed in 2025, the Group has formalised an expanded definition of sustainability performance, highlighting its ties to strategy and the business model (see Chapter 4, Section 1.1.3.1 of the 2025 Universal Registration Document). Sopra Steria has thus strengthened its approach since 2024 in order to formalise and structure these ties, taking into account established strategic priorities and future objectives in relation both to strategy and to financial and sustainability performance.

This approach is intended to apply and adapt strategic sustainability priorities to key areas of the Group’s strategy, namely:

• large service groups, including consulting, integration services, digital platform services, cybersecurity and software products;
• clients’ principal sectors of activity, corresponding to Sopra Steria’s verticals;
• the Group’s main geographies, i.e. its countries and their territories (for example regions);
• value creation for key stakeholders: employees, clients and investors.

Sopra Steria maintained this momentum in 2025 by strengthening its ability to identify, support and accelerate priority projects that contribute to the Group’s performance, in line with its strategy. This approach was reflected in specific decisions and initiatives, which are presented in detail in Chapter 4, Section 1.1.3.2 of the 2025 Universal Registration Document.

• (1) Based on the nomenclature of the Corporate Sustainability Reporting Directive (CSRD), as used in the Sustainability Report - see Chapter 4.

1.4.   Sustainability reporting

13 important matters with regard to impact materiality and/or financial materiality

Sopra Steria has conducted a double materiality assessment,¹ the outcome of which has confirmed the Company’s priorities, some of them long-standing, 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)
• Solidarity and volunteering (ESRS S3)
• 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

1.4.1. GENDER EQUALITY IN THE GROUP

Prioritising gender equality in management and business lines

1.4.2. CLIMATE-RELATED ISSUES

1.4.3. SECURITY AND DIGITAL SOVEREIGNTY

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

See Chapter 4 of the 2025 URD for more information

1.4.4. OUR DIRECT AND INDIRECT CONTRIBUTION TO THE 17 UNITED NATIONS SDGS

Sopra Steria is fully committed to managing its sustainability matters 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 to employees, the environment and society.

Commitment to employees

140,592 hours of professional training in business areas

AI training programme for all employees totaling 31,537 hours of training, with 14,897 employees trained in 2025

22.4% of the 3% most senior positions at the Company are held by women

New gender equality agreement signed for France (scope: “Unité Économique et Sociale” (economic and employee unit)) in January 2025 and new career management agreement in December 2025

Commitment to the environment

Expanded SBTi Net-Zero strategy, which aims to achieve a 90% reduction in Scope 1+2 and Scope 3 greenhouse gas emissions by 2040, through various carbon reduction actions

Ongoing sustainable procurement programme, selecting suppliers committed to a more environmentally friendly approach

Roll-out of a sustainable transport plan aiming to reduce business travel and promote low-emissions transport options

Commitment to society

Ongoing implementation of the “International Volunteer Days” volunteering campaign to encourage employees to get involved in community initiatives, with digital inclusion and education projects through the Group

Support and guidance for non-profit projects that promote digital inclusion through the Sopra Steria-Institut de France Foundation

Ongoing Sopra Steria Foundation educational programme in India promoting access to education, digital learning infrastructure, health and hygiene awareness as well as eco-responsible development

Development of charitable efforts in each country in order to achieve a collective impact tailored to specific local needs

Business conduct

Maintain the proportion of employees who have completed ethics training at over 90% and achieve an EcoVadis Ethics Score of over 80/100

Have more than 80% of target expenditure covered by a positive EcoVadis assessment (>45/100)

No corruption incidents.

Specific to digital services and to Sopra Steria

Maintain a Security Score Card grade higher than the industry average.

Maintain a CyberVadis score of at least 795.

Modernise the Group’s consultancy and engineering services to offer its clients low-impact solutions (sustainably designed, inclusive and ethical) against a backdrop of rapid AI expansion

See Chapter 4 of the 2025 URD for more information

Revenue (in millions of euros)

Operating profit on business activity (in millions of euros and % of revenue)

Net profit attributable to the Group (in millions of euros and % of revenue)

Free cash flow (in millions of euros)

Dividend in euros per share

Sopra Steria share price over 5 years** compared to performance of SBF 120 and CAC 40

See Chapters 5 and 7 of the 2025 URD for more information

2.1.   Results for full-year 2025

2.1.1. COMMENTS ON PERFORMANCE IN 2025

Rajesh Krishnamurthy, Chief Executive Officer of Sopra Steria Group, commented:

“I joined Sopra Steria with the firm conviction that the Group has solid fundamentals, a key differentiator in its European positioning, and clear potential with regard to growth and profitability.

Financial year 2025 unfolded in a challenging environment. Against this backdrop, Sopra Steria’s return to organic growth in the fourth quarter, 18% growth in net profit attributable to the Group and robust cash flow reflect the resilience of our business model and our teams’ high-quality work. We currently have a solid presence in strategic sectors including defence, aeronautics, the public sector and financial services, and are ramping up in consulting as well as generative and agentic artificial intelligence. These positions are key levers to gradually improve our growth trajectory and margin.

Our solid balance sheet and moderate financial leverage also enable us to enter this new phase with disciplined capital allocation and selectivity in our investments.

We are approaching 2026 with a clear path: securing a lasting return to positive organic growth, improving our operating margin and maintaining a high cash flow, in line with our medium-term targets. Our priority is to drive long-term value creation for our shareholders and for all our stakeholders.”

2.1.2. DETAILED BREAKDOWN OF OPERATING PERFORMANCE IN 2025

Consolidated revenue totalled €5,648.0 million, down 2.2% compared with 2024. Changes in scope had a €12.2 million positive impact (acquisitions of Aurexia and Neocase). Currency fluctuations had a negative impact of €15.0 million. At constant scope and exchange rates, the contraction in revenue was 2.2%. The scheduled conclusion of the SFT programme⁽¹⁾ had a 0.1-point negative impact.

• (1) Programme for Sparda banks: operation of system scheduled to end in 2026 following migration, as announced on 23 February 2023.

The fourth quarter saw a return to positive growth, with organic revenue growth of 1.8%. This performance was driven by a return to a positive trend in France and the United Kingdom and continuing positive momentum in Spain, Italy and Switzerland as the Financial Services sector expanded and business picked up in the Aeronautics, Defence, Space & Security and Public Sector verticals. The Public Sector vertical was particularly buoyant in France in the last quarter of the year. Consulting also confirmed its return to growth, with revenue growth quickening to 5.1% in the fourth quarter.

In 2025, the Group saw a sharp increase in business connected with the roll-out of generative and agentic AI for its clients. In the course of the year, the vast majority of the Group’s key accounts launched one or more AI projects involving Sopra Steria. In France, the number of clients who had launched AI projects rose by 44%. Furthermore, Sopra Steria succeeded in its bid for one of the most significant supplier approvals in the country to date. More specifically, the number of consultants in the AI for Business practice rose by 50% in 2025.

Operating profit on business activity came in at €534.3 million, giving an operating margin on business activity of 9.5% (vs 9.8% in 2024). This included a 0.3-point dilutive effect arising from higher social security contributions announced in France and the UK in early 2025.

In France (43% of the Group total), revenue came in at €2,409.9 million, equating to negative organic growth of 1.5%. Following a 2.5% decline over the first nine months of the year, growth came in at 1.6% in the fourth quarter. This return to growth was driven by a clear improvement in business in the Aeronautics sector, strong momentum in the Public Sector and an upturn in growth in the Defence, Space & Security and Transport verticals. Consulting also improved significantly relative to the first nine months of the year, with revenue stable in the fourth quarter. The operating margin on business activity for the reporting unit came in at 9.0%, stable year on year, despite higher social security contributions affecting operating profit on business activity in 2025.

In the United Kingdom (16% of the Group total), revenue was €909.9 million, equating to negative organic growth of 4.3%. Following an 8.3% decline over the first nine months of the year, revenue surged 8.8% year on year in the fourth quarter, mainly thanks to strong growth in the NHS SBS and SSCL platforms and a significantly less challenging base effect. The operating margin on business activity for the reporting unit came to 9.6% (versus 12.1% in 2024).

In Europe (35% of the Group total), revenue decreased 2.8% on an organic basis (down 3.2% in the first nine months of the year) to €1,990.6 million. The scheduled conclusion of the SFT programme had a 0.2-point negative impact on the reporting unit in 2025. Business continued to grow in Spain, Italy and Switzerland in the fourth quarter, while trends in Germany, Scandinavia and Benelux were more or less in line with the first nine months of the year. The operating margin for the reporting unit came to 8.7% (versus 9.1% in 2024).

The Solutions reporting unit (6% of the Group total) posted revenue of €337.6 million, representing organic growth of 2.6%. The Human Resources Solutions business (which accounted for 64% of the reporting unit’s revenue) grew by 3.2%. The reporting unit’s operating margin on business activity came in at 16.7%, up 4.2 points from 2024. All the reporting unit’s businesses (Human Resources, Property Management and Specialised Lending Solutions) contributed to this improvement.

2.1.3. COMMENTS ON THE COMPONENTS OF NET PROFIT ATTRIBUTABLE TO THE GROUP IN 2025

Profit from recurring operations came to €491.0 million (versus €514.9 million in 2024). It included a €20.5 million share-based payment expense (versus €17.3 million in 2024) and a €22.8 million amortisation expense on allocated intangible assets (versus €32.5 million in 2024).

Operating profit came in at €441.2 million (2024: €460.3 million) after a net expense of €49.8 million for “Other operating income and expenses” (compared with a €54.7 million expense in 2024).

Net interest expense was €38.4 million (versus €38.6 million in 2024).

The tax expense totalled €96.7 million, for an effective tax rate of 24.0%. The normative tax rate, excluding the exceptional additional tax in France, is estimated at around 25.0%.

Net profit/(loss) from associates amounted to a loss of €1.9 million (compared with a loss of €6.7 million in 2024).

Consolidated net profit came in at €304.2 million, up 17.0%, and net profit attributable to the Group came to €296.8 million, up 18.3%, after deducting €7.4 million attributable to non-controlling interests.

Basic earnings per share came to €15.23, compared with €12.46 in 2024 (up 22.2%).

2.1.4. FINANCIAL POSITION AND RETURN ON CAPITAL EMPLOYED

Free cash flow was strong at €340.9 million, equating to 6.0% of revenue (2025 guidance: “between 5% and 7%”). This translates into a conversion rate of operating profit on business activity into free cash flow of 63.8%. The working capital requirement came in at €274.2 million, compared with €271.1 million in 2024. The 2024 working capital requirement included approximately €45 million in early cash receipts.⁽¹⁾

Net financial debt totalled €246.7 million, down 35.4% from its level at 31 December 2024. At that date, it was equal to 11.5% of equity and 0.45x pro forma EBITDA for 2025 (vs 0.61x in 2024) before the impact of IFRS 16 (with the financial covenant stipulating a maximum of 3x).

Return on capital employed (RoCE) before tax was once again above the medium-term target of 20%, at 20.4% (compared with 21.5% in 2024).

2.1.5. PROPOSED DIVIDEND IN RESPECT OF FINANCIAL YEAR 2025

At the next General Meeting of Shareholders, to be held on Wednesday, 20 May 2026, Sopra Steria will propose the payment of a dividend of €5.30 per share⁽²⁾ (vs €4.65 per share in respect of financial year 2024).

The ex-dividend date will be 02 June 2026. The dividend will be paid as of 04 June 2026.

2.1.6. WORKFORCE

At end-December 2025, the Group’s headcount stood at 51,275⁽³⁾ employees, compared with 50,988 at end-December 2024. This change was mainly due to the acquisitions of Neocase and Aurexia (which increased overall headcount by 230).

The headcount at international service centres totalled 8,484 employees, up 7.6% from 2024, with the proportion of total Group headcount represented by international service centres rising by 1 point to 16.5%.

The employee turnover rate⁽⁴⁾ was 14.3%, compared with 14.1% 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⁽⁵⁾ confirmed in January 2026 that Sopra Steria had made its A List – recognising the world’s most transparent and most proactive companies combating climate change – for the 9^th year in a row.

This recognition notably reflects the Group’s Net-Zero target⁽⁶⁾ 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 2025, the Group had achieved a 64.6% reduction in Scope 1 & 2 emissions and a 33.2% reduction in Scope 3 emissions.

In the social arena, the proportion of women in the 3% most senior positions increased 1.0 percentage point in 2025 to 22.4%, while the proportion in the 10% most senior positions increased 0.5 points to 22.8%.

2.1.8. FINANCIAL TARGETS FOR 2026

• Organic revenue growth of between 1.0% and 2.0%, including a non-recurring negative impact of around 2 points arising from the conclusion of the SFT programme⁽⁷⁾
• Operating margin on business activity of at least 9.5%
• Free cash flow of around 5% of revenue

2.1.9. RECAP OF MEDIUM-TERM FINANCIAL TARGETS (2026-2028)

• 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

2.1.10. EXTERNAL GROWTH TRANSACTIONS AND ACQUISITIONS/DISPOSALS IN FINANCIAL YEAR 2025

• On 17 December 2025, Sopra Steria announced that it had entered into exclusive negotiations to acquire Starion and Nexova. This acquisition is aimed at creating a leading European industrial-scale player in sovereign and secure digital services for the space and cybersecurity sectors. With 700 employees and operations in 9 countries across Europe, Starion and Nexova expect to generate nearly €100 million in revenue in 2025.
• On 1 December 2025, Sopra Steria announced that it had finalised the acquisition – plans for which had been announced on 24 September 2025 – of Neocase, an innovative digital HR solutions firm, aimed at bolstering the Sopra HR business. Consolidated with effect from 1 December 2025, Neocase enables Sopra Steria to offer an end-to-end range of HR services for employees, with an optimal employee experience.
• On 2 May 2025, the Group completed its acquisition of Aurexia, a management consulting firm specialising in financial services. Aurexia was added to the Group’s scope of consolidation on 1 May 2025, and enables Sopra Steria to position itself as one of France’s leading management consultancies in the financial services sector, with over 400 consultants now dedicated to the sector in this country.

2.1.11. INFRASTRUCTURE AND TECHNICAL FACILITIES

In 2025, €35.7 million was invested in infrastructure and technical facilities, compared with €43.5 million in 2024. Investments in facilities comprised the following:

• land and buildings: €1.1m (€0.2m);
• fixtures, fittings and furniture: €20.4m (€20.4m);
• IT: €14.2m (€22.9m).

• (1) The 2024 WCR included exceptional cash receipts totalling approximately €45 million arising from the scheduled conclusion of the SFT programme (see press release of 27 February 2025).
• (2) 20.55 million shares outstanding less 0.86 million bought back under the €150 million share buyback programme completed on 28 January 2025.
• (3) 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.
• (4) Employee turnover rate including top performers who left less than six months after they were recruited, in accordance with the requirements of the CSRD.
• (5) 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.
• (6) 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.
• (7) Programme for Sparda banks: operation of system scheduled to end in 2026 following migration, as announced on 23 February 2023.

2025 CONSOLIDATED FINANCIAL STATEMENTS

The “Not allocated” segment is used to reconcile the Group’s operating profit and in 2024 included the gain on disposal of Axway Software shares described in Note 2.2 for €11.1 million.

2025 PARENT COMPANY FINANCIAL STATEMENTS

Our mission

Technology serves as a gateway to infinite possibilities. As fascinating as this never-ending stream of innovations is, it also raises questions as to what is actually behind the frantic race for novelty and change. Solutions are never straightforward or obvious, and there is certainly never just one way of doing things.

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

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

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

Dare together

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

Values that bring us together

Business model

Extensive range of high value-added services and solutions

Our Vision

The digital revolution has triggered a radical transformation in our environment. It is speeding up changes in our clients’ business models, internal processes and information systems.

In this fast-changing environment, we bring our clients new ideas and support them in their transformation by making the most effective use of digital technology.

Our business

Sopra Steria provides end-to-end solutions to address the core business needs of large companies and organisations, helping them remain competitive and grow, supporting them throughout their digital transformation in Europe and around the world.

End-to-end approach

Shifting from a service-based approach to high value–added solutions

1. Gartner, IT Services Forecast, 2025, Europe, Q4 2025

2. Gartner, Global Consulting Firm

See Chapter 1 of the 2025 URD for more information

Business model

The value creation model

Sample value creation indicators in 2025 for the Group’s main stakeholders

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

See Chapters 1 and 4 of the 2025 URD for more information

Board of Directors

Pierre Pasquier

Chairman

It is a top 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.

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 voted to separate the roles of Chairman and Chief Executive Officer. This decision has since been confirmed at each appointment or reappointment of an executive company officer, most recently on 10 December 2025. This separation of duties 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 Group’s strategy;
• assists Executive Management with the transformation of the Group;
• oversees investor relations and manages the Board’s relations with shareholders.

The Chief Executive Officer:

• makes proposals on the Group’s strategy in agreement with the Chairman;
• supervises the implementation of decisions adopted;
• ensures the operational management of all Group entities.

4.1.1.3.   Succession plans for executive company officers

The Nomination, Governance & Corporate Responsibility Committee conducts an annual review of the succession plans 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 plans cover existing requirements and the Group’s culture. It assesses the relevance of any proposed changes.

uccession planning for the role of Chairman was incorporated into the formal assessment of the Board of Directors decided upon in 2025.

In connection with the renewal of his term of office, the succession plan for the Chairman of the Board of Directors was reviewed and approved by the Nomination, Governance & Corporate Responsibility Committee, then by the Board of Directors at its meeting on 25 February 2026. It distinguishes between the case of an unforeseen vacancy in the role and that of a vacancy arising from the Chairman’s term of office coming to an end.

The plan is aimed not only at ensuring continuity in the role but also, beyond that, at optimising decisions from an overall perspective taking into account the situation, the Group’s needs, and interactions among the various governance bodies. The goal is to ensure that the Board of Directors is always in a position to be able to choose the candidate best suited to the context.

In 2025, the established succession plan in the event of an unforeseen vacancy in the position of Chief Executive Officer was implemented without modification following the resignation of the Chief Executive Officer, Cyril Malargé, on 8 October. The Board of Directors, at a meeting convened the same day, appointed Xavier Pecquet as Chief Executive Officer until the arrival of a new Chief Executive Officer recruited from outside the Group.

The Committee also debates action to be taken in the short and medium term in view of reappointments and expiring terms of office. In this context, the issue must be approached from a different angle: consideration is given not only to ensuring the continued functioning of each governance body but also, beyond that, to optimising decisions from an overall perspective taking into account the situation, the Group’s needs, and interactions among the various governance bodies. The goal is to ensure that the Board of Directors is always in a position to be able to choose, for each role, the candidate best suited to the situation and the environment.

This aspect was incorporated into the formal assessment of the Board of Directors decided upon in 2025.

4.1.1.4.   Overview of the activities of the Chairman of the Board of Directors in 2025

Pierre Pasquier currently serves as Chairman of the Board of Directors. He 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 following consultation 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. This 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 very good fit between the holders of the two positions;
• a mutual trust-based relationship.

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 also supported by a permanent team at Sopra GMT, the holding company that manages and controls the Group. This company was established by the founders of Sopra Steria Group. More than 75% of its share capital is held by members of the two family groups. A financial investor acquired a stake alongside the founders to enable the implementation of Sopra Steria Group’s strategic refocusing project in 2024. Sopra GMT’s sole activity is to provide strategy, advisory and support services to the two companies in which it holds an ownership interest. Its non-current assets consist exclusively of its equity stakes in those companies.

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 has therefore gained 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 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 operating costs for employees assigned to the tasks 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 allocated again 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.

c.  Implementation of the agreement in 2025

Sopra Steria Group recorded the following income and expenses under this agreement in 2025:

• expenses: €1,825 thousand;
• income: €195 thousand.

The Board of Directors reviewed the implementation of this agreement at its meeting on 22 January 2026. 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 and Kathleen Clark) did not take part in the discussion or vote on this decision.

4.1.1.6.   Executive Management

Cyril Malargé resigned from his position as Chief Executive Officer on 8 October 2025. On the same day, a small team was established under the leadership of Xavier Pecquet, a member of the Group’s Executive Committee, who was appointed Chief Executive Officer, to oversee the transition until the assumption of duties of the new Chief Executive Officer. Throughout this period, this team – comprising Xavier Pecquet, Dominique Lapère (Chief Operating Officer), and Louis-Maxime Nègre (Head of Human Resources) – worked in close coordination with Éric Pasquier, Vice-Chairman of the Board of Directors and Managing Director of Sopra GMT. Drawing on its experience and in-depth knowledge of the Group, the team was fully involved in managing the operations and continuing the implementation of the Group’s strategy. To this end, it was supported by the Group’s executive bodies and management.

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

On 11 December 2025, the Board of Directors appointed Rajesh Krishnamurthy as Chief Executive Officer, with effect from 1 February 2026, on the recommendation of the Nomination, Governance & Corporate Responsibility Committee.

To formulate its recommendation, each Committee member met with the two leading candidates selected by the Chairman of the Board of Directors and the Chairwoman of the Committee. Following consultation with Sopra GMT, these two candidates were presented to the Committee, bringing the search process – which had been conducted with support from a specialised consultancy from a broad pre-selected pool of candidates – to a close.

The Committee members commended the quality of both proposals. They highlighted the candidates’ personalities, experience, knowledge of the sector and skills, and concluded that both were capable of performing the role of Chief Executive Officer in the context of Sopra Steria Group. They chose to recommend the appointment of Rajesh Krishnamurthy. The Board of Directors, unanimously approved this recommendation.

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. He/she 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 2025 Universal Registration Document, page 396).

4.1.2.   BOARD OF DIRECTORS

4.1.2.1.  Members of the Board of Directors

On the date at which the 2025 Universal Registration Document was published, the Board of Directors had 18 members with the right to vote. The General Meeting appoints 15 Directors and elects the Director representing employee shareholders. Two Directors appointed by the employee representative bodies represent the employees.

The reappointment of two current Directors will be proposed at the General Meeting to be held on 20 May 2026 (see the summary of resolutions in Chapter 3, “Draft resolutions submitted to the Shareholders’ Meeting” of this document). The Directors concerned are as follows:

• Pascal Daloz;
• Noëlle Lenoir.

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 expertise in the Company’s business 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.

At 31 December 2025, the average length of service on the Board of Directors was nine years. The percentage of Independent Directors who had been sitting on the Board of Directors for less than six years was 64%.

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 dates at which Directors’ terms of office end and reviews the possibility of reappointing 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;
• 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 the candidates 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.

It ensures that gender balance is maintained within the future Board of Directors. More generally, it ensures that the composition of the future Board of Directors complies with applicable requirements. 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. Gender balance is taken into account when deciding whether to support a candidate. An amendment to the Articles of Association is proposed at the General Meeting of Shareholders to ensure that this balance is more effectively considered from the nomination stage. 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

A.   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 typically assessed using measurable metrics related to gender equality, age and nationality.

With regard to gender equality, the Company aims to continue moving towards 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 eight of the sixteen appointments made at the General Meeting (50%). Three of the four standing committees are chaired by a female Director. Five of the six female Independent Directors are members of at least one committee.

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 31/12/2025). Three out of 18 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 18 Directors hold citizenship from a country other than France.

B.   Monitoring the gender equality policy for senior management positions

In relation to gender equality in senior management positions, the results achieved and, where necessary, any proposed corrective measures, are described in Section 3.1.5.1, “Action plans related to ‘Equal opportunities and diversity’” of Chapter 4, “Sustainability Report” in the 2025 Universal Registration Document (pages 186 to 187).

At its meeting of 28 January 2021, the Board of Directors, pursuant to the AFEP-MEDEF Code and at the proposal of Executive Management, set two objectives for 2025, namely to achieve the following:

• 30% women on the Group Executive Committee;
• 20% women in the two highest echelons of the organisation (Levels 5 and 6) across the Group.

Noting that 20.1% of Level 5 and 6 positions were held by women at 31 December 2023, the Board of Directors approved Executive Management’s proposal that this target be increased to 22%.

At its meeting of 25 February 2026, the Board of Directors noted that the objective of reaching 30% women on the Group Executive Committee had not been met but that the target proportion of women in Level 5 and 6 positions had been exceeded (coming in at 22.4%) at the end of the observation period, which had been maintained at 31 December 2025.

The Board of Directors has asked Executive Management, appointed 1 February 2026:

• to present an action plan to achieve the objective of 30% women in senior management positions, in accordance with legal requirements to more quickly achieve gender equality and economic empowerment for women;
• to propose an ambitious and realistic new objective for Level 5 and 6 positions, to be achieved by 31 December 2030.

These objectives will be published on the Company’s website as soon as they have been approved by the Board of Directors.

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. In some cases, it is complemented by an in-depth understanding of key priorities related to artificial intelligence and cybersecurity.
• 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 as an executive company officer. In some cases, it may encompass “specific expertise in matters related to finance, accounting or statutory audit of the financial statements” within the meaning of Article L.823-19 of the French Commercial Code.
• Corporate social responsibility:

• – Human resources and social dialogue: 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 culture, 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.

It should be noted that the Directors’ skills are of course not limited to the key competencies set out above, particularly those sought in candidates presented at the General Meeting. The Board of Directors brings together a broad range of skills, some of which are highlighted in bold in the Directors’ biographies presented in Section 1.2.8, “Detailed presentation of the members of the Board of Directors” of Chapter 3, “Corporate Governance” in the 2025 Universal Registration Document (see pages 71 to 88).

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 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.
• A Director representing the employees was designated on 11 July 2024 by the European Works Council. This Director is William Beaumond.
• Astrid Anciaux was reappointed as a Director representing employee shareholders at the General Meeting of Shareholders on 21 May 2025 for a term of office of four years.

4.1.2.6.   Independent Directors

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

Eleven Directors are considered independent by the Board of Directors. They account for over 73% 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).

Every year, the Nomination, Governance & Corporate Responsibility Committee and then the Board of Directors review the status of each member of the Board of Directors with respect to the requirements for Independent Directors set out in Article 10 of the AFEP-MEDEF Code of Corporate Governance for Listed Companies:

Requirement 1: Employee or executive company officer in the past five years

Must not have been at any time over the preceding five years and must not currently be:

• an employee or executive company officer of the Company;
• an employee, executive company officer or director of a company that the Company consolidates;
• an employee, executive company officer or director of the parent company or of a company consolidated by that parent company.

Requirement 2: Cross-directorships

Must not be an executive company officer of a company in which the Company directly or indirectly holds a directorship, or in which an employee appointed as such or an executive company officer of the Company (currently serving or having served within the preceding five years) holds a directorship.

Requirement 3: Material business relationships

Must not be a customer, supplier, commercial banker, corporate banker or consultant:

• of material importance to the Company or Group; or
• a material portion of whose business is transacted with the Company or Group.

The Board considers the materiality of the relationship with the Company or its Group.

The quantitative and qualitative criteria used to formulate its opinion (continuity, economic reliance, exclusivity, etc.) are detailed in the Annual Report.

Requirement 4: Family ties

Must not have close family ties with a company officer.

Requirement 5: Statutory Auditor

Must not have been a Statutory Auditor of the Company during the preceding five years.

Requirement 6: Term of office of over 12 years

Must not have been a Director of the Company for more than 12 years. Directors lose their Independent Director status on the 12th anniversary date of their appointment.

Requirement 7: Non-executive company officer

A non-executive company officer may not be considered independent if they receive their variable compensation in cash, shares or any other payment linked to the performance of the Company or the Group.

Requirement 8: Major shareholder

Directors representing major shareholders of the Company or its parent company may be considered independent if these shareholders do not have full or partial control of the Company. However, if the relevant major shareholders hold more than 10% of the share capital or of voting rights, the Board, based on a report by the Nomination, Governance & Corporate Responsibility Committee, considers as a matter of course the Directors’ independent status with regard to the composition of the Company’s share capital and any potential conflicts of interest.

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 term of office on 74Software’s Board of Directors does not call into question the status of Independent Director on Sopra Steria Group’s Board of Directors:

• The Board of Directors has never discussed and voted on the day-to-day activities or investments of 74Software. Moreover, since the strategic refocusing project carried out in 2024 and the disposal of a significant portion of Sopra Steria Group’s stake in 74Software, the Board of Directors is no longer kept regularly informed of 74Software’s situation;
• The procedure for handling potential conflicts of interest would apply to the consideration of any matters related to 74Software;
• Independent Directors are present on Sopra Steria Group’s and 74Software’s Boards of Directors to ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy;
• Their participation on both Boards of Directors does not create any specific conflict of interest with the controlling shareholder, the management of Sopra Steria Group or the companies within Sopra Steria Group.

The Directors in question are Michael Gollner and Yves de Talhouët, whose terms of office as 74Software Directors ended in 2024, and Marie-Hélène Rigal-Drogerys, whose term of office on the Sopra Steria Board of Directors will expire at the General Meeting convened to approve the 2025 financial statements. As a result, from 20 May 2026 there will no longer be any overlapping mandates on the Boards of Directors of Sopra Steria Group and 74Software.

In accordance with Section 10.4 of the AFEP-MEDEF Code, Sopra Steria Group’s Board of Directors unanimously came to the same conclusions as the Nomination, Governance & Corporate Responsibility Committee.

In addition, Sonia Criseo joined the Board of Directors of Sopra Steria Group following the acquisition of CS Group, where she served as an Independent Director. Since its absorption by Sopra Steria Group, the company where Sonia Criseo previously served as a Director no longer exists.

When the Nomination, Governance & Corporate Responsibility Committee reviewed Sonia Criseo’s independence, it first verified that her status as an Independent Director met the criteria laid down in the AFEP-MEDEF Code. It also noted the absence of any particular ties between Sonia Criseo and the former shareholders of CS Group, the management of Sopra Steria Group or Sopra GMT, the holding company that manages and controls the Group.

On the Committee’s recommendation, the Board therefore voted 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

The Company identified no material business relationships with Independent Directors.

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 also took into account the age, term, absence of an early termination option and amount of the lease, which was signed prior to André Einaudi’s appointment as a Director. It also noted that, barring exceptional circumstances, the Group generally rents its premises. Lastly, the Board confirmed that no dependency is created for the lessor in relation to this lease.

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.As a recent example, at the time of the planned sale of Sopra Banking Software to Axway Software in 2024, 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 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 eleven times in 2025, of which five meetings were not on the annual schedule. One meeting was held without the executive company officer being present.

b.  Directors’ attendance

The Board of Directors’ attendance rate in financial year 2025 was 89%. More than three quarters of absences related to five meetings that were not scheduled in the annual calendar approved at the beginning of the year. These meetings, convened at very short notice, were necessary due to acquisition projects or, towards the end of the year, in connection with the replacement of the Chief Executive Officer.

The attendance rate at Board meetings reflects the difficulty of Directors performing Executive Management functions in large corporations to be available in the event of an unscheduled meeting or scheduling incompatibility due to the numerous constraints on the choice of dates for financial communications. Despite this challenge, the presence of Board members with the experience gained from such roles is a key asset that enriches the Board’s discussions.

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 11 times in 2025, including once in the absence of the Chief Executive Officer. The Directors representing the employees attended this meeting.

The Board of Directors was kept regularly informed of the activities of the three standing committees. Their respective Chairwomen presented reports on the work performed between the meetings of the Board of Directors.

The main items of business in 2025 were as follows:

• Strategy and investment:

• strategy;
• various external growth projects;
• opinion of the Environmental & Works Council on the Company’s strategic priorities;

• Accounting and financial information:

• approval of the financial statements for the year ended 31 December 2024;
• approval of the interim financial statements for the first half of 2025;
• budget for 2025 and guidance given to the market;

• Corporate governance, CSR:

• appointment of an interim Chief Executive Officer, followed by a Chief Executive Officer;
• composition of the Board of Directors and its Committees;
• formal assessment of the Board of Directors;
• preparations for the General Meeting;
• compensation of company officers:

• – compensation policy for company officers;
• – objectives set for the Chief Executive Officer;

• performance share awards;
• policy related to gender equality and equal pay, and objectives for bringing more women into Group management positions;
• review of the double materiality matrix;

• Control and prior authorisations:

• monitoring of routine agreements;
• review of the related-party agreement with Sopra GMT;
• authorisation to guarantee commitments by subsidiaries controlled by the Group.

4.1.3.3.   Committees of the Board of Directors

A. Strategy Committee

At its meeting on 22 January 2026, on the proposal of Sopra GMT and taking into account the recommendation of the Nomination, Governance & Corporate Responsibility Committee, whose members voted unanimously in favour of the proposal, the Board of Directors also unanimously voted in favour of establishing a Strategy Committee, chaired by Éric Pasquier.

Its composition will be approved within the next few weeks. Its functioning will be governed by the Board of Directors’ internal rules and regulations as well as by a charter reviewed at regular intervals by the Committee and approved by the Board of Directors. The Committee is chaired by a representative of the holding company, Sopra GMT.

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.

The Committee is responsible for overseeing the development and implementation of the Group’s strategy. Through its work, it informs the Board of Directors’ decisions on the strategic direction of the Company and the Group.

As part of its oversight of strategy development, the Committee examines, among other matters, the Group’s positioning, its business portfolio, the transformation drivers resulting from major changes in the Group’s environment, capital allocation, structuring transactions and strategic risks.

As part of its oversight of strategy implementation, the Committee reviews major organisational decisions, key investments, the strategic direction of the Group’s equity investment activities, the development of new services and solutions, and the Group’s commercial priorities.

The Committee regularly reports on its work to the Board of Directors and presents its recommendations.

B. 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. Their professional experience is summarised in Section 1.2.8, “Detailed presentation of the members of the Board of Directors” of Chapter 3, “Corporate Governance” in the 2025 Universal Registration Document (pages 71 to 88).

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

• one meeting to review the interim financial statements and two for the annual financial statements and sustainability information;
• three meetings to monitor internal control and risk management systems and review internal audit;
• one meeting to review external audit (statutory audit and 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’s 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 exercise to identify risks of corruption and influence peddling and mapping of risk relating to CSR risks – duty of vigilance) and the double materiality matrix;
• 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 2025. 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 2025, the Audit Committee paid particular attention to the process for preparing the Sustainability Report and the quality of the information disclosed.

The main items of business in 2025, 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 2024;
• approval of the financial statements for the year ended 31 December 2024;
• presentation by the Statutory Auditors of the results of the statutory audit, interim reviews and the accounting options adopted;
• review of the interim financial statements for the first half of 2025;
• 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 sustainability reporting:

• review of the double materiality matrix and its update at the end of financial year 2025;
• CSRD: impact of the Omnibus Directive on the Group;
• presentation of software for managing sustainability metrics;

• 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:

• – review of the organisation and work by the department;
• – overall risk mapping;
• – mapping exercise to identify risks of corruption and influence peddling;
• – mapping of risks relating to social and environmental responsibility and the duty of vigilance;
• – review of the presentation of risk exposure, including social and environmental risks, for the draft Universal Registration Document;
• – the impact of changes in the legal environment on the Company, particularly in relation to artificial intelligence and cybersecurity;

• with regard to the Internal Audit Department:

• – organisation of the internal audit function and the work programme for 2025;
• – presentation of changes to the audit environment (terminology used for the Group’s key processes);
• – audit plan for 2025;
• – findings of internal audit reports;
• – checks on the exhaustiveness of the internal audit function’s coverage of the Group;
• – follow-up on implementation of recommendations from internal and external audit assignments;
• – the use of AI by Internal Audit;

• with regard to the Legal Department:

• – review of the Group’s insurance strategy and cover (insurance programme and captive)
• – the impact on the Company of changes in the legal environment in relation to artificial intelligence and cybersecurity;

• with regard to knowledge of the business:

• – presentation on the outlook for artificial intelligence
• – insight into the commercial opportunities created by regulatory developments in the financial sector;

• 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);
• independence of the Statutory Auditors and Sustainability Auditors;
• prior authorisation for services other than the certification of the accounts;
• presentation and demonstration of AI tools used in the audit of the accounts;
• sustainability audit (scope, work schedule, fees for the past year, budget, summary of interim work performed);
• presentation of the Sustainability Auditors’ work programme;

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

• annual work schedule;
• review of the coverage of the Committee’s remit in 2025;
• overview of the Audit Committee’s activities.

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.Nine specific requests were formulated using this approach in 2025 and were, or will be, added to the meeting agendas established on the basis of the Committee’s annual work plan.

C.  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:

• – social responsibility;
• – environmental responsibility;
• – business ethics;
• – and community engagement;

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

• – preparing for the Board of Directors’ annual review of the Company’s policy on gender equality and equal pay for women and men;
• – monitoring gender equality objectives for senior management positions and action plans in support of gender equality and, where applicable, making recommendations to the Board in the event that objectives are not met;

• 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, framework relating to whistleblowers 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 2025. The attendance rate stood at 98%. The Committee addressed the following points:

• Appointments and governance:

• implementation of the plan in the event of an unforeseen vacancy in the position of Chief Executive Officer;
• selection of a new Chief Executive Officer;
• composition of the Board of Directors;
• review of applications for the positions of Director and Director representing employee shareholders;
• composition of the Committee;
• formal assessment of the Board of Directors;
• 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:

• review of the draft Sustainability Report;
• findings of a comparative study of a panel of sustainability reports;
• review of the climate transition plan;
• the Company’s policy on gender equality and equal pay;
• recommendations on increasing the proportion of women in senior management positions (AFEP-MEDEF Code);
• monitoring of the system to prevent corruption and influence peddling.

D.  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 their variable 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 compensation 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 2025, including one unscheduled meeting. The attendance rate stood at 98%. The Committee addressed the following points:

• compensation of company officers (Chairman of the Board of Directors, Chief Executive Officer, members of the Board of Directors); review of compensation policies and amounts, and preparation of proposed objectives;
• consequences of the Chief Executive Officer’s resignation;
• policy to give managers and employees a stake in the Group’s share capital; monitoring of the development of the 2025 long-term incentive plan (LTI) and review of the proposal presented to the Board of Directors;
• review of the draft Universal Registration Document, in particular the report on the compensation of company officers.

4.1.3.4.   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.

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 every year 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.

Training is provided by the Company or outside bodies, depending on its objectives and Directors’ specific requests. During the financial year, one member of the Board of Directors attended training organised by the Company on decision-making and challenges related to responsible artificial intelligence.

In 2025, 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.

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 year-end 2025, overseen by the Nomination, Governance & Corporate Responsibility Committee. The previous such assessment took place in 2022.

The most recent assessment of the Board of Directors and its committees identified opportunities for improvement, in particular relating to the composition of the Board and the consideration of corporate social and environmental responsibility. These were approved by the Board of Directors. The process had concluded with a discussion on 26 January 2023. Specific measures have been 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 Company’s implementation of the CSRD.

In 2025, the Nomination, Governance & Corporate Responsibility Committee noted that the Board of Directors was facing priorities of a different nature and scope than those it had needed to address in the past. In the Committee’s view, the Group’s transformation, governance developments, and the upcoming expiry of the terms of office of experienced Directors called for an external perspective on the composition and operations of the Board of Directors, together with greater attention to its collective dynamics in a forward-looking approach.

The Committee therefore recommended that the Board of Directors revise its assessment approach by appointing an external assessor.

The collective assessment of the Board of Directors aimed in particular to identify the skills and profiles to be strengthened, improve the effectiveness of meetings and the quality of discussions, enhance collective dynamics, and increase the Board’s contribution to strategic thinking.

For each member of the Board of Directors, the assessment consisted of two questionnaires and an interview, followed by individual and collective feedback sessions.

The first questionnaire was designed to analyse how each individual contributes through their personality and uniqueness to the diversity of perspectives and the quality of discussions within the Board.

The second questionnaire aimed, more conventionally, to identify the strengths of the Board and its Committees, together with areas for improvement in their composition and operations.

A summary of the results remains to be presented to the Board of Directors. This will facilitate discussion of the following:

• the overall operational effectiveness of the Board of Directors and its Committees;
• key competencies and collective resilience;
• priority areas for improvement to prepare the Company for future governance and strategic challenges. Governance issues include, in particular, the routine renewal of the composition of the Board of Directors; the appointment of a new Chief Executive Officer, recruited for the first time from outside the Group; and succession planning for the chairmanship of the Board of Directors.

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 all of the responsibilities entrusted to it by the Board of Directors or arising from practices established by similar bodies in other companies, in accordance with the law. 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. The other standing Committees also carry out periodic self-assessments independently of the Board of Directors’ formal assessment cycle.

5.1.   General principles

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 strategic plan 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 objectives have been met 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 objectives 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, as brought to their attention by the Chief Executive Officer. 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 objective, by July 2029, of him holding shares in the Company in an amount equivalent to 100% 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 objectives.

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 outperformed.

The performance assessment method used to determine annual variable compensation is based on a comparison between actual performance and the objectives, broken down into threshold, target and cap, where applicable. This assessment is carried out without any offsetting between objectives.

Outperformance is possible only in respect of quantifiable financial targets, provided that all such targets are achieved at a minimum of 100%, in order to avoid any offsetting between targets. In the event of outperformance, annual variable compensation is in any event capped at 150% of annual fixed compensation.

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 objectives 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 100% 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 objectives 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 (non-compete payment and supplementary pension plan, for example). These items would be put to the vote at the following General Meeting.

5.2.    Executive company officers

The compensation policy for executive company officers was subject to recommendations made by the Compensation Committee and reviewed by the Board of Directors at its meeting on 25 February 2026.

The compensation policy and any variable and exceptional items of compensation must be approved at the General Meeting prior to their payment.

5.2.1. COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

Compensation policy for the Chairman of the Board of Directors, subject to approval at the General Meeting

Decisions made in 2026

The Board of Directors decided, on the recommendation of the Compensation Committee, not to make any changes to the compensation policy applicable to the Chairman of the Board of Directors.

5.2.2. CHIEF EXECUTIVE OFFICER’S COMPENSATION

Compensation policy for the Chief Executive Officer, subject to approval at the General Meeting

These principles shall also be applicable for any Deputy Chief Executive Officers.

Decisions taken regarding the Chief Executive Officer’s compensation following the resignation of Cyril Malargé

Decisions concerning Cyril Malargé

Cyril Malargé resigned from his position as Chief Executive Officer with effect from 8 October 2025. His employment contract with Sopra Steria Group, which predated his appointment as Chief Executive Officer, resumed effect until 14 November 2025, the date on which his resignation as an employee became effective. The termination of this standard employment contract did not give rise to the payment of any specific severance pay.

The Board of Directors approved the recommendations of the Compensation Committee and noted that Cyril Malargé’s resignation during the financial year made it impossible to pay his annual variable compensation. The Committee also noted that the continued employment condition attached to the long-term incentive plans based on rights to Sopra Steria Group shares granted to Cyril Malargé in 2023 and 2025 had not been met. It therefore noted the forfeiture of these rights. As a result, Cyril Malargé’s departure was not accompanied by any severance, bonus, or variable compensation.

Decisions concerning Xavier Pecquet

Following Xavier Pecquet’s assumption of duties as Chief Executive Officer on 8 October 2025, until the appointment of a new Chief Executive Officer, and in accordance with the succession plan for an unforeseen vacancy in the position of Chief Executive Officer, the Compensation Committee presented the following recommendations. Given the proximity to the end of the financial year and the temporary nature of this appointment, the Committee recommended not to revise Xavier Pecquet’s annual fixed compensation. Given that Xavier Pecquet’s annual variable compensation is linked to objectives based on the Group’s performance (variable compensation as a member of the Executive Committee) and the achievement of his key qualitative objectives, the Committee also decided not to modify the objectives associated with his annual variable compensation for 2025.

Finally, to acknowledge Xavier Pecquet’s commitment and recognise the effectiveness with which he led the interim Executive Management team, drawing on its cohesion with the Group’s management, the Compensation Committee recommended awarding Xavier Pecquet exceptional compensation of €400,000. The Board of Directors unanimously approved this recommendation.

Decisions concerning Rajesh Krishnamurthy, revision of the compensation policy for 2026

Cyril Malargé’s departure marked the beginning of an active search for potential candidates for the position of Chief Executive Officer to lead Sopra Steria Group over the long term.

Key criteria considered in this search included knowledge of the Group’s businesses, international experience, understanding of the markets in which the Group operates, executive management experience at an international group, and the ability to help drive a long-term plan aimed at transformation and profitable growth alongside a core shareholder.

The need to recruit a Chief Executive Officer from outside the Company for the first time in the Group’s history led to revisions in the structure and level of the compensation package for this role, independently of the previous practice. The decision was made to recruit a top-tier executive – capable of holding comparable positions at the largest companies in the sector - to lead an ambitious long-term development plan.

In this context, the Company structured and aligned the new CEO’s compensation taking into account the changes already announced for Cyril Malargé’s compensation, had he remained with the Group (a substantial increase in his annual variable compensation was planned, and the principle of this review had already been published in the 2024 Universal Registration Document).

The Company also identified a significant gap in share-based compensation when compared to its major French competitors. It therefore decided to strengthen this component of the compensation package, which also has the advantage of strongly aligning the CEO’s interests with those of the shareholders, including in the long term. The Compensation Committee also sought to enhance the motivational aspect of the annual variable compensation. It therefore proposed to the Board of Directors that the outperformance of quantifiable financial performance targets be taken into consideration. However, it maintained its long-standing opposition to the possibility of offsetting between objectives. Outperformance will only be possible if all the quantifiable performance targets are met. It therefore aims to reward exceptional performance.

The Board of Directors approved the recommendations of the Compensation Committee and decided to set the Chief Executive Officer’s annual fixed compensation at €1.1 million, with the annual variable compensation, based on objectives being met, set at the same level. It also set the target for the annual allocation of performance shares at an amount equivalent to the sum of the first two components, so that it would represent approximately 50% of the total annual compensation available if the targets are achieved, with this portion of the compensation set to increase if the share price rises.

While the structure and level of compensation were primarily determined by referencing executive compensation packages of Sopra Steria Group’s major competitors, they also align with the practices observed in a selection of SBF 80 companies with comparable or lower market value.

Since the new Chief Executive Officer is not from within the Company, he will not have an employment contract. A severance package has also been put in place. The Compensation Committee has aligned with the principles set out by the AFEP-MEDEF Code and has sought to retain the option of considering the executive’s performance for the current financial year when evaluating their performance upon departure, particularly if they leave at the end of the financial year.

Finally, the Company has decided to offer the Chief Executive Officer a special plan comprising an exceptional initial allocation of 5,000 performance shares, subject to continued employment and performance conditions over a five-year period. Performance conditions will be determined by the Board of Directors at the end of the integration period, based on a shared strategic assessment and ambitious Group objectives. This allocation is intended to support the new Chief Executive Officer’s long-term integration into the Group and motivate him to address his first challenges.

The Board of Directors voted to defer setting Rajesh Krishnamurthy’s objectives for financial year 2026, preferring to wait in order to be able to set the most appropriate qualitative objectives and assign a suitable weighting to them. These objectives will be disclosed immediately following the Board meeting at which they are approved.

Quantifiable targets may relate to the operating margin on business activity, organic revenue growth or free cash flow. The portion linked exclusively to the achievement of qualitative objectives reflects a desire to take into account medium-term objectives (relating to the Group’s governance, organisation and social matters) and long-term objectives (environmental matters). With regard to CSR, quantifiable metrics and associated targets help the Group check every year that it remains on course to achieve its objectives.

As such, these are medium- and long-term objectives, progress towards which can be tracked at the end of each financial year. Unless otherwise stated, CSR objectives cover the “Group” scope.

The specific values set for financial performance-related targets are not disclosed for the current financial year for confidentiality reasons and so as not to interfere with financial communications. Targets are set at levels that are designed to be both demanding and motivating. They aim to help the Group meet or outperform its targets.

5.3. Other company officers

5.3.1. COMPENSATION OF DIRECTORS OF THE PARENT COMPANY

Compensation policy for members of the Board of Directors submitted for approval at the General Meeting

The compensation policy for members of the Board of Directors is submitted for approval at the General Meeting of Shareholders. According to this policy, the compensation provided for in Article L. 225-45 of the French Commercial Code shall be apportioned among the members of the Board of Directors, the standing committees and, where applicable, the “ad hoc” committees, in proportions to be determined by the Board of Directors after taking into consideration the recommendation of the Compensation Committee.

The total amount of this compensation is apportioned:

• among those members attending meetings of the Board and its committees (Directors and Non-Voting Directors);
• in proportion to their actual attendance at such meetings, whether in person or remotely.

Additional weightings are applied based on attendance, as follows:

• a coefficient of 2.0 applied to attendance by Chairmen at meetings of the committees they chair (each meeting attended counts double);
• a coefficient of 1.2 applied to attendance by Directors who live outside France and are not French tax residents at meetings of the Board and its committees. However, this extra weighting does not apply to Directors who are employees of a Group company.

The compensation policy for members of the Board of Directors is attendance-based. It encourages participation in one or more committees. It aims to compensate the increased burden placed upon Directors who live outside France. It compensates the additional work undertaken by Committee Chairmen as well as their responsibility to the Board of Directors. They organise and oversee the work of their committees and report on it to the Board of Directors.

5.3.2. COMPENSATION OF DIRECTORS OF SUBSIDIARIES

Directorships held at Company subsidiaries are not compensated. Temporary exemptions to this principle may be granted in exceptional cases following the acquisition of listed companies.

5.4. Standardised presentation of compensation paid to company officers

5.4.1. AFEP-MEDEF CODE TABLES

Pierre Pasquier is the Chairman and CEO of Sopra GMT, the holding company for Sopra Steria Group. In respect of these duties (leading the Sopra GMT team and chairing the Board of Directors), he received compensation of €130,000 in 2025. In addition, he received compensation under Article L. 225-45 of the French Commercial Code in the amount of €15,273 in respect of financial year 2025.

This compensation was paid by Sopra GMT and was not rebilled to Sopra Steria Group (see Section 4.1.1.4, “Overview of the activities of the Chairman of the Board of Directors in 2025” of this chapter).

As Chairman of the Board of Directors of 74Software, as indicated in its Universal Registration Document, Pierre Pasquier also received fixed compensation from that company in the amount of €200,000 and compensation in respect of Article L. 22-10-14 of the French Commercial Code of €27,575.

The rights to performance shares granted to Cyril Malargé in 2025 are null and void due to his resignation with effect from 8 October 2025.

The relative proportions of fixed and variable compensation in the annual compensation awarded to the Chief Executive Officer (excluding benefits in kind) were immaterial. Cyril Malargé, who resigned with effect from 8 October 2025, did not receive any severance, bonus, or variable compensation.

Xavier Pecquet was appointed Chief Executive Officer with effect from 8 October 2025. His annual fixed compensation (€436,501), annual variable compensation (€196,425, or €45,743 for the period from 8 October to 31 December 2025), and the objectives set for him in 2025 as a member of the Executive Committee remained unchanged. The Board of Directors decided to award him exceptional compensation of €400,000 in recognition of the effectiveness with which he led the interim Executive Management team, drawing on its cohesion with the Group’s executive bodies and, more generally, its management.

The difference between the total amount of compensation stated in Article L. 225-45 of the French Commercial Code to be allocated for 2024 and 2025 (€700,000) and the totals shown in the table above is due to the amount awarded to Pierre Pasquier in respect of his role as Director (€30,724 in 2024 and €34,040 in 2025). These amounts are shown in Table 2, “AFEP-MEDEF Code of Corporate Governance for Listed Companies, December 2022”.

For financial year 2025, in accordance with the compensation policy approved at the General Meeting of 21 May 2025, the breakdown of compensation awarded to Directors for their service between the Board of Directors and its committees was as follows, unchanged from previous years:

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

It should also be noted that:

• as regards Sopra GMT, a legal entity serving as a Director, the implementation of the tripartite framework agreement for assistance entered into between Sopra GMT, Sopra Steria Group and 74Software in 2011 resulted in the invoicing to Sopra Steria Group by Sopra GMT of a net amount of €1,629,893 excluding VAT (see Section 4.1.1.5 of this chapter and the Statutory Auditors’ special report on related-party agreements provided at the end of Chapter 6, “2025 Parent company financial statements” of the 2025 Universal Registration Document, pages 371 to 372.