The shareholders of Sopra Steria Group are invited to attend the Combined General Meeting to be held on Wednesday, 24 May 2023, at 2:30 p.m., at Pavillon Dauphine, Place du Maréchal de Lattre de Tassigny, 75116 Paris (France), to vote on the following agenda.

• Approval of the parent company financial statements for financial year 2022;
• Approval of the consolidated financial statements for financial year 2022;
• Appropriation of earnings for financial year 2022 and setting of the dividend;
• Approval of disclosures relating to the compensation of company officers mentioned in Article L. 22-10-9 I of the French Commercial Code, in accordance with Article L. 22-10-34 I of the French Commercial Code;
• Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during financial year 2022 or allotted in respect of that period to Pierre Pasquier, Chairman of the Board of Directors;
• Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during financial year 2022 or allotted in respect of that period to Vincent Paris, Chief Executive Officer (from 1 January to 28 February 2022);
• Approval of the fixed, variable and exceptional items of compensation making up the total compensation and benefits of any kind paid during financial year 2022 or allotted in respect of that period to Cyril Malargé, Chief Executive Officer (from 1 March to 31 December 2022);
• Approval of the compensation policy for the Chairman of the Board of Directors;
• Approval of the compensation policy for the Chief Executive Officer;
• Approval of the compensation policy for Directors for their service;
• Decision setting the total annual amount of compensation awarded to Directors for their service at €700,000;
• Reappointment of Sylvie Rémond as a Director for a term of office of four years;
• Reappointment of Jessica Scale as a Director for a term of office of four years;
• Reappointment of Michael Gollner as a Director for a term of office of four years;
• Appointment of Sonia Criseo as a Director for a term of office of two years;
• Appointment of Pascal Daloz as a Director for a term of office of three years;
• Appointment of Rémy Weber as a Director for a term of office of two years;
• 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;

• 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 a cap of 1.1% of the share capital, entailing the waiver by the shareholders of their pre-emptive subscription right;
• Delegation of authority to be granted to the Board of Directors to increase the Company’s 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.

• Powers granted to carry out formalities.

1. Proof of shareholder status

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

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

In accordance with Article R. 22-10-28 of the French Commercial Code, the only shareholders allowed to take part in the General Meeting or to be represented by proxy are those able to prove their status by showing that their shares are held in accounts in their name, or in the name of their authorised financial intermediary, no later than the second business day preceding the General Meeting, i.e. by Monday, 22 May 2023 at 0.00 a.m. (Paris time):

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

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

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

However, only sales completed before the second business day preceding the General Meeting, i.e. before Monday, 22 May 2023 at 0.00 a.m. (Paris time), will be taken into consideration. Only in such cases, the Securities Account Holder is required to send notification of the sale and provide the information necessary to cancel the vote or to change the number of shares and votes corresponding to the vote.

No share transfers completed after the second business day preceding the General Meeting, i.e. after Monday, 22 May 2023 at 0.00 a.m. (Paris time), irrespective of the means employed, are to be taken into consideration, notwithstanding any agreement to the contrary.

Centralising agent for the General Meeting – Use of the secure Votaccess platform

Shareholders who are able to do so are encouraged to give priority to the use of the secure Votaccess platform. This platform allows them to quickly and securely select their means of participation in the General Meeting. The secure Votaccess platform will be open from Friday, 5 May 2023 at 9.00 a.m to Tuesday, 23 May 2023 at 3.00 p.m. (Paris time).

Holders of directly registered or intermediary-registered shares will need to sign in to the www.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:

• attending the General Meeting in person;
• voting remotely prior to the General Meeting
• 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 22 May 2023 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 22 May 2023 at 12.00 noon (Paris time). If, despite having submitted a request, holders of bearer shares have not received their admission card by 22 May 2023, 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.

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 25th day preceding the General Meeting, i.e. 29 April 2023, 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 March 27, 2023, i.e. 16 April 2023. 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/investors, 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 second business day preceding the General Meeting, i.e. Monday, 22 May 2023 at 0.00 a.m. (Paris time).

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, 17 May 2023. 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/investors.

Prior notice of the Combined General Meeting was published in the Bulletin des Annonces Légales Obligatoires dated 27 March 2023.

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

5 May 2023.

• To attend the General Meeting in person: fill in box A 
  [I wish to attend the shareholders Meeting].
• 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.
• To appoint the Chairman as your proxy: fill in box C
  [I hereby give my proxy to the Chairman of the General Meeting]
• 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

Sopra Steria’s ambition is to be a European leader in digital transformation. Its high value-added solutions, delivered by applying an end-to-end approach to transformation, enable its clients to make the best use of digital technology to innovate, transform their models (business as well as operating models), and optimise their performance.

The Group’s aim is to be the benchmark partner for large public authorities, financial and industrial operators and strategic companies in the main countries in which it operates.

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

• ■business software solutions which, when combined with the Group’s full range of services, make its offering unique;
• ■a position among the leaders in the financial services vertical (core banking and specialist lenders) bolstered by the success of the Sopra Banking Software solutions;
• ■very close relationships with its clients, thanks to its roots in the regions where it operates and its ability to meet core business requirements;
• ■a strong European footprint with numerous locations in many of the region’s countries which, when combined with these close relationships, raises its profile among large public authorities and strategic companies throughout Europe as a trusted and preferred partner for all projects involving digital sovereignty.

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

The Group, currently France’s number-two enterprise software developer, confirms its medium-term target of continuing to grow its solution development and integration activities. 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.

The development of Sopra Banking Software, whose aim is to conquer markets beyond Europe, remains a priority. The Group also continues to strengthen its leading position in human resource management and property management solutions. With organic growth as the preferred strategy, the Group remains on the lookout for acquisition opportunities.

Management at the Group’s three software entities (Sopra Banking Software, Sopra HR Software and Sopra Real Estate Software) confirmed the benefits of mapping out a Software Project that goes beyond merely setting up a reporting and control hub.

This resulted in the creation of a Software division spanning these three entities.

The first decision was to put in place, in 2021, a Design Authority Software (DAS) tasked with the following:

• ■defining mandatory requirements for all software entities and ensuring they are properly implemented;
• ■promoting knowledge-sharing: shared research, best practice, coordination of subject-specific communities, etc;
• ■developing and running tools and platforms on behalf of the three entities;
• ■managing key partnerships for the benefit of all.

In order to position itself even more securely 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 activities 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 own clients and employees by seizing opportunities offered by the ongoing digital, environmental and social transitions, in support of the Group’s strategy. The Group’s ambition is to be a powerful and widely recognised European consulting firm at the cutting edge of innovation in technology and management, offering tailored solutions designed to address specific business issues while honouring its clients’ culture and ESG(1) policy. The consulting business mainly operates in three segments: IT consulting; operational consulting, with a focus on Group clients’ core business; and strategy consulting, with a focus on digital services and associated marketing, innovation and data use.

The prominence of the Sopra Steria Next brand, created in 2019 to promote the Group’s digital transformation consulting expertise, has benefited from this. In France, it is also bolstered by the Group’s decision to integrate its CSR mission into its consulting activities. This mission, built around the idea of digital ethics, is backed by a dedicated communications plan.

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 goal of:

• ■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.

The Group is adapting its software to factor in advances in digital technology in a number of key areas, such as the customer/user experience, analytics, AI, APIs, etc., and to take account in their architecture of changes in client needs, such as growing use of the (hybrid) cloud, increasing demand for Software-as-a-Service and the gradual adoption of the platform company model (particularly in the financial sector).

The same approach is being applied for each of the Group’s service activities – Consulting, Application Services (Build and Application Management), Infrastructure Management, Cybersecurity, Business Process Services – with the following Group objectives:

• ■using the potential of new technologies – analytics, AI/machine learning, smart machines, blockchain, IoT, augmented/virtual reality etc. – to benefit its clients through innovative applications;
• ■driving its clients’ transformation from its current position: For example, the Application Management offering 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 digitisation of offerings 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.

The Group is continually investing in the exploration of new ideas and expertise in architectures, and in emerging digital and cloud technologies and uses, relying 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, Axway’s hybrid integration platform), 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 service offerings combining consulting and software (e.g. migrating information systems to the cloud).

The Group is gradually changing the operating model for its services and R&D activities (by integrating its aforementioned technology assets):

• ■extensive experience with agile projects (including many in collaboration with offshore and nearshore centres);
• ■roll-out of processes and resources (software and digital factories) for industrialisation, automation and reusable components developed to boost productivity and quality for IT services and R&D activities.

In particular, this involves greater use of smart machines (robotic process automation, intelligent automation, virtual assistants) in the Group’s recurring service activities (in connection with its Business Process Services, Infrastructure Management, Application Management and Support offerings) as well as expanding the reuse of existing technology- or industry-specific software components (IP blocks, open source) and the use of low-code/no-code development platforms for the building of solutions:

• ■transformation in line with the production model of each activity (distribution of roles between the onshore production teams, the service centres, and the offshore and nearshore R&D teams).

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

• ■strengthening its training offering: Introductory and more advanced courses on all digital/cloud technologies, training on new digital practices and new industrial environments, training on the digitised services provided by the Group.
• ■digitisation of training resources: virtual training rooms, in-house e-learning and access to MOOC-style learning platforms.

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.

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, tech giants, etc.). It is within this framework that a strategic partnership has been forged with Axway.

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 digital strategy, the Group may directly or indirectly take equity stakes (through specialised funds) in young startups that it considers the most innovative in the market, applying a corporate venturing approach.

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: Financial Services; Public Sector; Aerospace, Defence & Security; Energy & Utilities; Telecoms, Media & Entertainment; Transport; Insurance; 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.

Starting in 2021, the organisation of the financial services vertical has been bolstered in order to develop synergies between the various business lines and improve the Group’s positioning in Europe in this strategic market.

The financial services vertical includes:

• ■service businesses in France, the United Kingdom, Germany, Spain, the Benelux countries, Scandinavia, Italy and Switzerland, by Gallit and at the Group’s Service Centres;
• ■software and ancillary services supplied by Sopra Banking Software;
• ■software and ancillary services supplied by Sopra HR Software and Sopra Real Estate Software in the financial services market.

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 offerings of business solutions designed to address the business challenges faced by its major clients. As an example, the Group applies this approach to meet digital continuity challenges in the aerospace value chain.

Particular emphasis is placed on the financial services vertical, for which the Group offers comprehensive responses to productivity issues in the core banking and specialist lending sectors. These responses are based on Sopra Banking Software’s solutions and the Group’s full range of consulting activities and services.

In addition to regular targeted acquisitions in order to enhance its offering and expertise or strengthen its position in certain regions, the Group is ready to play an active role in market consolidation, which will inevitably be boosted by the end of the Covid-19 crisis. In this context, it will be able to carry out larger acquisitions.

To fulfil the mission it has adopted, achieve the targets set in this regard and respond to its clients’ growing demands, the Group is factoring social and environmental concerns into its strategy in three main areas:

• ■Digital ethics: Sopra Steria promotes a responsible approach in its consulting services;
• ■Green IT: The Group’s different business lines work to assess and optimise the environmental impact of the digital solutions they offer, build and operate for their clients (as part of a “green IT” approach);
• ■IT for Green: The Group’s activities in this area help clients address their sustainability priorities, using new technologies to develop innovative environmentally and climate-friendly solutions.

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

“Our strong performance in 2022 puts us on track to achieve our medium-term goal: delivering an operating margin on business activity of around 10% in 2024 and being among the top-performing players in our sector. As regards the financial targets set at the beginning of the year, we achieved our profitability target and exceeded our growth and cash flow targets. We also ramped up implementation of our strategy in 2022. We began to strengthen our business in areas where sovereignty issues are becoming increasingly important (defence, space, energy, cybersecurity, etc.), and at the same time, we worked to grow our market share in those European countries we consider strategic for our future development. We reviewed our operating model and reinforced leadership in our consulting business. We boosted our operational efficiency on multiple fronts: through the value we deliver to our clients, efficient management of our human resources, optimisation of our costs and an increased return on capital employed. Lastly, I’m proud to point out that, alongside this uplift in performance, we once again improved our score on our annual Great Place To Work® survey and were confirmed as being on CDP’s A List(2) for the 6th year running."

Financial year 2022 brought a further uplift in the Group’s profitability. Six entities accounting for 74% of total revenue have now achieved an operating margin on business activity of 10% or higher. 

Consulting also delivered strong growth in 2022, with revenue up more than 18% at €435 million. Reflecting this strong trend, our average selling price increased by around 5% and the number of consultants rose by 400. The arrival of a Group Executive Director for consulting in October 2022 and a reorganisation to bring all our consultants in France together into a dedicated business unit will further boost our momentum and deliver higher added value.

The proposed acquisition of CS Group, announced in the middle of the year, is in line with our strategic goal of strengthening Sopra Steria’s positioning in digital sovereignty and trust for major European clients. The finalisation of this acquisition in 2023 will position the Group as a major player in defence and space (c. €700 million in revenue), aeronautics (c. €600 million), energy and utilities (c. €350 million) and cybersecurity (over €200 million).

The proposed acquisition of Tobania in Belgium will double the Group’s presence (over €200 million in revenue) in a country considered strategic in Europe in light of its market potential and the presence of European institutions.

We took a number of steps to boost our operational efficiency. We sought to move our offerings further up the value chain wherever possible and average selling prices rose across our business lines. We embarked on a programme to reduce our real estate footprint. We also ramped up the expansion of our offshore resources: the number of employees based in India rose by 14.2% in the year, compared with a 4.7% increase in the workforce as a whole. Consequently, resources at international service centres now account for 19% of the total workforce (up 0.6 points from 2021). These various factors contributed to the improvement in profitability and improved our return on capital employed, which rose 2.7 points to 14.1%(3).

Consolidated revenue totalled €5,101.2 million, an increase of 8.9%. Changes in scope had a positive impact of €46.9 million, and currency fluctuations had a positive impact of €12.2 million. At constant scope and exchange rates, revenue growth was 7.6%. The fourth quarter was one of the most buoyant in the year, with revenue up 8.0%.

Operating profit on business activity came to €453.1 million, up 19.5% relative to 2021. Operating margin on business activity increased by 0.8 points to 8.9% (8.1% in 2021).

The France reporting unit (40% of the Group’s revenue) generated revenue of €2,039.0 million, representing organic growth of 9.7%. Business remained buoyant in the fourth quarter, with revenue up 9.5%. This performance was driven throughout the year by product life cycle management, cybersecurity and consulting, including in the fourth quarter, when consulting revenue was up 22%. The best-performing vertical markets were aeronautics, defence and transport. The reporting unit’s operating margin on business activity improved by 1.4 points to 10.0%. 

Revenue for the United Kingdom (18% of the Group’s total) was €890.6 million, representing organic growth of 7.3%, while growth in 2021 had already been very high (13.9%). The two joint ventures specialising in business process services for the public sector (NHS SBS and SSCL) delivered average growth of 3.8%, with revenue coming in at €455.8 million. The defence and security sector was up 20.6% and the public sector 7.5%. The private sector posted full-year growth of 5.7%. The reporting unit’s operating margin on business activity improved by 1.4 points to 10.5%.

The Other Europe reporting unit (29% of Group revenue) posted organic revenue growth of 8.3% at constant scope and exchange rates to €1,473.0 million. The fastest growth was seen in Scandinavia and, to a lesser extent, Benelux, Spain and Italy. The situation in Germany normalised in the second half of the year. The reporting unit’s overall operating margin on business activity was 6.2% (7.8% in 2021). Countries in the reporting unit generated a full-year margin of almost 8% after the margin returned to nearly 10% in the second half. Sopra Financial Technology had a slightly more dilutive effect in 2021. 

Revenue for Sopra Banking Software (8% of Group revenue) came to €426.5 million, an organic contraction of 2.3%. This was mainly the result of a decline in services revenue. Meanwhile, software revenue rose 1.3%, notably thanks to a 6.1% increase in subscriptions and resilient licence sales relative to 2021 levels. Revenue from the SBP Digital Banking Suite was up 13%. The R&D transformation programme generated an €10 million saving on development costs in the year, helping the continued turnaround in the reporting unit’s profitability: operating profit on business activity came in at €27.6 million, giving a margin of 6.5% (vs 4.0% in 2021).

The Other Solutions reporting unit (5% of Group revenue) posted revenue of €272.1 million, representing organic growth of 5.6%. Human resources solutions posted growth of 7.2%, while property management solutions grew by 2.2%. Both businesses had a strong fourth quarter, delivering organic growth of around 6%. The operating margin on business activity improved substantially, rising 2.9 points to 13.0% (10.1% in 2021). 

Profit from recurring operations came in at €397.6 million equating to growth of 17.2%. It included a €23.2 million share-based payment expense and a €32.3 million amortisation expense on allocated intangible assets. 

Operating profit reached €361.3 million, representing an increase of 19.1%, after a net expense of €36.3 million for other operating income and expenses.

The tax expense totalled €83.2 million, an effective tax rate of 24.0%. 

The share of profit/loss from equity-accounted companies was a loss of €14.7 million (profit of €1.8 million in 2021). This includes an impairment loss (which is non-recurring and has no impact on cash) announced by Axway Software on 24 October 2022 in keeping with strategic decisions about its product portfolio and medium-term improvements in its operating performance.

After deducting €1.2 million in minority interests, net profit attributable to the Group came to €247.8 million, a rise of 32.0% on 2021. 

Basic earnings per share came to €12.23, up 31.9% (€9.27 in 2021).

Free cash flow was very strong, at €287.2 million (€264.4 million in 2021) in particular due to an increase in EBITDA of 8.2% (up €45.2 million) and strict management of the average payment period of trade receivables. 

Net financial debt totalled €152.0 million, down 53.5% from its level at 31 December 2021. As at end-December 2022, it was equal to 8% of equity and 0.31x pro forma EBITDA for 2022 before the impact of IFRS 16 (with the financial covenant stipulating a maximum of 3x). 

At the next General Meeting of Shareholders, to be held on 24 May 2023, Sopra Steria will propose the payment of a dividend of €4.30 per share (vs. €3.20 per share in respect of financial year 2021). The ex-dividend date will be 29 May 2023. The dividend will be payable as from 31 May 2023.

Over 13,000 new employees joined the Group in 2022.

The Group’s net headcount stood at 49,690 at end-December 2022 (up 4.7% year on year). 

Headcount at international service centres (in India, Poland, Spain, etc.) increased to 18.9% of the total workforce, notably as a result of a 14.2% increase in the workforce in India.

The subcontracting rate was once again close to its pre-pandemic level and 2 to 4 percentage points higher than at end-December 2020, depending on the region.

The workforce attrition rate was 17.0%, compared with 16.0% in 2021.

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

With regard to the environment, CDP confirmed in December 2022 that Sopra Steria had made its A List – recognising the world’s most transparent and most proactive companies in the fight against climate change – for the 6th year in a row. This recognition notably reflects the Group’s target(4) of achieving an 85% reduction in its greenhouse gas emissions by 2040 (vs a 2015 baseline). As at end-December 2022, a reduction of 68%(5) had been achieved. By way of illustration, over the course of the year more than 19,000 Group employees received training in eco-friendly digital behaviours and more than 16,000 in issues relating to net-zero emissions.

In the field of social responsibility, in 2022 Sopra Steria secured GEEIS (Gender Equality European and International Standard) accreditation(6), which assesses firms’ human resources policies from a gender equality perspective. Other areas of progress in the year included signing the Corporate Parenthood Charter in France to promote a working environment and management culture conducive to work-life balance.

More generally, human resources is a key issue for Sopra Steria. The annual survey conducted in 2022 found that 78% of employees would recommend Sopra Steria as a great place to work (up 6 points from 2021), making virtually all the Group’s entities eligible for Great Place to Work® certification.

In a still uncertain economic environment, Sopra Steria has set itself the following targets for 2023:

• ■Organic revenue growth of between 3% and 5%
• ■Operating margin on business activity of slightly above 9%
• ■Free cash flow of at least €300 million

For 2024, Sopra Steria confirms that it is targeting an operating margin on business activity of around 10%.

During financial year 2022, Sopra Steria announced the following key transactions:

• ■On 11 July 2022, Footprint – a Norwegian consultancy specialising in environmental and sustainability solutions, which employs around twenty consultants – was added to the Group’s scope of consolidation.
• ■On 28 July 2022, Sopra Steria announced its plan to acquire CS Group (see the press release related to this transaction). Merger control and foreign investment approvals could be obtained by the end of February 2023, which should pave the way for the acquisition of controlling interests and the filing of a simplified public tender offer before the end of the first quarter of 2023. The company was added to the Group’s scope of consolidation since 1 March 2023. 
• ■The proposed acquisition of Tobania was announced on 17 November 2022 (see the press release related to this transaction). The company was added to the Group’s scope of consolidation since 1 March 2023.

A total of €55.3 million was invested in 2022 in infrastructure and technical facilities, as against €42.7 million in 2021.

Investments in facilities comprised the following:

• ■land and buildings: €0.0m;
• ■fixtures, fittings and furniture: €35.9m;
• ■IT: €19.4m.
   

• ■Restated revenue: Revenue for the prior year, expressed on the basis of the scope and exchange rates for the current year.
• ■Organic revenue growth: Increase in revenue between the period under review and restated revenue for the same period in the prior financial year.
• ■EBITDA: This measure, as defined in the Universal Registration Document, is equal to consolidated operating profit on business activity after adding back depreciation, amortisation and provisions included in operating profit on business activity.
• ■Free cash flow: Net cash from operating activities; less investments (net of disposals) in property, plant and equipment, and intangible assets; less lease payments; less net interest paid; and less additional contributions to address any deficits in defined-benefit pension plans.
• ■Operating profit on business activity: This measure, as defined in the Universal Registration Document, is equal to profit from recurring operations adjusted to exclude the share-based payment expense for stock options and free shares and charges to amortisation of allocated intangible assets.
• ■Profit from recurring operations: Operating profit before other operating income and expenses, which includes any particularly significant items of operating income and expense that are unusual, abnormal, infrequent or not foreseeable, presented separately in order to give a clearer picture of performance based on ordinary activities.
• ■Basic recurring earnings per share: This measure is equal to basic earnings per share before other operating income and expenses net of tax.
• ■Return on capital employed (RoCE: (Profit from recurring operations after tax + Profit from equity-accounted companies) / (Equity + Net financial debt)
• ■Downtime: Number of days between two contracts (excluding training, sick leave, other leave and pre-sale) divided by the total number of business days.

The Group’s environmental strategy is supported by a policy broken down into seven priority areas of action:

• Rolling out ISO 14001 certification of the Environmental Management System (EMS), which provides a framework for the Group’s policy and environmental priorities;
• Optimising the use of resources – especially energy – in our operations and contributing to the circular economy by extending equipment lifespans and through improved waste management, notably for waste electrical and electronic equipment (WEEE);
• Increasing the proportion of renewable energies in the electricity we use, with the aim of having at least 95% of electricity use covered by renewables;
• Reducing direct greenhouse gas emissions from offices, data centres and business travel, as well as indirect emissions;
• Committing to protect biodiversity, transparently report on the impact of the Group’s activities on biodiversity and take the necessary steps to protect biodiversity whenever possible in the course of the Group’s business, help raise awareness of this issue, advise public- and private-sector bodies and work with local communities on tangible projects;
• Ensuring the involvement and contribution of the entire value chain (employees, clients, suppliers, partners, etc.) in the continuous improvement process;
• Embedding environmental concerns into the value proposition (digital environmental sustainability, sustainable IT, development of solutions and services reducing the impact of business activities on the environment).

To strengthen its policy and the associated continuous improvement process, Sopra Steria has chosen to work with top-tier international organisations whose aim is to involve businesses, states, NGOs and civil society in action to prevent climate change.

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

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

The Chairman:

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

The Chief Executive Officer:

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

The Nomination, Governance, Ethics and Corporate Responsibility Committee conducts an annual review of the succession plan for the Chairman of the Board of Directors and the Chief Executive Officer so any unforeseen vacancies can be dealt with appropriately. As part of this process, it meets with the Chairman of the Board of Directors. It makes sure the plan covers existing requirements and the Group’s culture. It assesses the relevance of the proposed changes. It approves the actions laid down in the short- to medium-term plan.

In 2022, the Nomination, Governance, Ethics and Corporate Responsibility Committee conducted its annual review of the succession plan and adapted it to accommodate changes in Group governance.

The Board of Directors is currently chaired by Pierre Pasquier.

The Chairman of the Board of Directors carried out activities on a full-time basis throughout the year. This involved steering 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 Director’s shareholder relations as well as the supervision of matters which were identified early in the year in coordination with the Chief Executive Officer. These matters all relate to long-term preparations required for the Group’s transformation (HR, digital and industrial transformation; key organisational and operating principles for the Group; employee share ownership; promotion of Group values and compliance).

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

In crisis situations, the ability to rank priorities, 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 a perfect knowledge of operational realities. Close relations with the Chief Executive Officer and the Executive Committee foster information flows between them. It facilitates effective coordination on:

• ■decisions required for the delivery of the medium-term strategic plan;
• ■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 and the Chief Executive Officer;
• ■a trust-based relationship established over the long term;
• ■a very good fit between the holders of these positions.

In carrying out all of his assignments, the Chairman may receive support from two advisors and draw on resources across the Group. He is supported by a permanent team of four individuals at the Sopra GMT holding company. Three of them have spent much of their careers with Sopra Steria Group. This team therefore has knowledge of the Group, its main managers and its organisational structure that an external service provider could not have. Its position within Sopra GMT means this team has an outside perspective and greater independence. These resources enhance the Board of Directors’ ability to oversee the smooth running of the Company.

The team was initially formed when Axway Software was spun off. It performs duties for Sopra Steria Group and Axway Software, in which Sopra Steria Group holds an ownership of approximately 32%. Sopra GMT provides both companies with its support and ensures synergies and best practices are implemented.

Sopra GMT’s employees carry out their own duties (oversight of acquisitions, corporate secretarial affairs for the Board of Directors and its Committees). They may also assist the Sopra Steria Group’s functional divisions. They are also active participants in various steering committees (acquisitions, corporate responsibility, 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.

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

Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as provision of 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. This agreement, approved as a related-party agreement by the General Meeting, is reviewed every year by the Board of Directors.

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

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 Axway Software. On average, since 2011, two thirds of the rebilling have concerned Sopra Steria Group.

Sopra Steria Group recorded the following income and expenses under this agreement in 2022:

• ■expenses: €1,473 thousand;
• ■income: €163 thousand.

The Board of Directors reviewed the implementation of this agreement at its meeting on 26 January 2023. It unanimously agreed to maintain the previously granted authorisation for the current financial year. The Directors directly or indirectly affected by this decision did not take part in either the discussion or the vote.

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

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

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

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 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 2022 Universal Registration Document (page 310).

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

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

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

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

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

Sopra Steria Group recorded expenses under this agreement as follows in 2022:

• ■expenses: €181 thousand;
• ■the Board of Directors reviewed the implementation of this agreement at its meeting on 26 January 2023. It unanimously agreed to maintain the previously granted authorisation for the current financial year. The Director affected by this decision did not take part in either the discussion or the vote.
•  

On the date at which this Document was published, the Board of Directors had 15 members with the right to vote, 12 of whom were directly appointed at the General Meeting. 3 Directors represent the employees and employee shareholders.

The renewal of three current terms of office will be proposed at the General Meeting to be held on 24 May 2023 (see the summary of resolutions, Chapter 3 “Draft resolutions submitted to the Shareholders’ Meeting” of this Document. The Directors concerned are Michael Gollner, Sylvie Rémond and Jessica Scale.

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

The Nomination, Governance, Ethics and 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.

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

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

• ■names put forward:
  • ●by members of the Nomination, Governance, Ethics and 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, Ethics and Corporate Responsibility Committee decides on 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, Ethics and Corporate Responsibility Committee decides which candidates to contact and meet.

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

Phase 4. The Board of Directors:

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

The Directors representing the employees are designated by the Sopra Steria Group Works Council.

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

The goal of the Board of Directors’ diversity policy is to bring together the perspective, skills and experience required for effective collective decision-making. It aims to meet the needs and reflect the characteristics of the Group while assembling a reasonably sized team. Each of its members must show good judgement and foresight, and uphold the standards of ethical conduct 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, Ethics and Corporate Responsibility Committee plays a key role in this regard.

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

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

Women currently account for five of the twelve appointments made at the General Meeting (42%). Two of the three committees are chaired by a female Director. The four female Independent Directors are members of at least one committee.

The targets for increasing the proportion of women in senior management positions are presented in Section 2.7.1, “Gender equality policy” of Chapter 4, “Corporate responsibility” of the 2022 Universal Registration Document (pages 123 to 125). They were reviewed and discussed at several meetings of the Nomination, Governance, Ethics and Corporate Responsibility Committee and adopted by the Board of Directors. They take into account the Group’s proactive approach to corporate social responsibility, its management needs, and the proportion of women in its business sector and at the Company. On Executive Management’s recommendation, the Board of Directors has approved targets, an action plan and practical arrangements that will make a real difference. They focus on delivering far-reaching action over the long term. The proportion of women in senior management positions forms part of those targets on which the Chief Executive Officer’s variable compensation is based.

Age is not a criterion that is considered. The Company has not set a minimum or maximum age requirement for directorships. However, the Articles of Association (Art. 14) limit the proportion of Directors aged over 75 to one third. The average age of the members of the Board of Directors is 63 (at 31/12/2022). Two out of 15 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. 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 make payments to 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. Four out of 15 Directors have at least one other than French nationality.

It is also a priority for the Board of Directors to have a diverse range of skills. The Company has identified 10 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 consulting, digital services, software development and the ability to promote innovation: This expertise will have been gained at a digital services company, software vendor or consulting firm, or in an industry sector focused on innovation in B2B services;
• ■knowledge of one of the Group’s key vertical markets: Ideally, this expertise 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 this market. It should be accompanied by knowledge of the services sector;
• ■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 large group: This presupposes past or current experience as a non-salaried executive company officer (Chairman, CEO or Deputy CEO) of a company established in more than one country or that employed more than 25,000 people;
• ■finance, control and risk management: This expertise requires professional experience gained in finance, audit or internal control or while holding a corporate office;
• ■CSR – Human resources and labour relations: This expertise requires professional experience gained in human resources, either in a company or as an external consultant, or while holding a corporate office;
• ■CSR – Environmental and social issues: This expertise presupposes familiarity with institutions, industry bodies, trade unions or public benefit or humanitarian organisations, or expertise in handling climate-related and environmental 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;
• ■knowledge of Axway Software: Knowledge of Axway Software will have been gained through professional experience or corporate office at Axway Software or experience as a client or partner of Axway Software;
• ■operational experience within the Sopra Steria Group: This experience presupposes longstanding current or past service within the Sopra Steria Group, as an employee or equivalent, and in-depth knowledge of the Group, its working practices and its management. A corporate office of at least 4 years in a company recently acquired by the Group may also be taken into consideration.

Each of these 10 key areas of expertise and experience are currently represented on the Board of Directors by several Directors (see table below):

In addition to these ten key areas of expertise and experience, and given Sopra Steria Group’s ownership structure, the Nomination, Governance, Ethics and 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 holding at least 10% of the voting rights and who either runs the company or has the ability to choose who runs it.

• ■Two Directors representing employees were designated on 23 September 2020 by the Sopra Steria Group Works Council. They are namely Hélène Badosa, a member of the Compensation Committee, and David Elmalem.
• ■A Director representing employee shareholders, Astrid Anciaux, was elected at the General Meeting of Shareholders held on 26 May 2021.

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

Eight Directors are considered independent by the Board of Directors. They account for around 67% of Directors appointed by the shareholders at a General Meeting.

A procedure has been laid down for selecting independent directors. See Section "Selection process for members of the Board of Directors" of this chapter.

Every year, the Nomination, Governance, Ethics and 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:

Like Sopra Steria Group, Axway Software is fully consolidated by Sopra GMT. The Nomination, Governance, Ethics and Corporate Responsibility Committee considers that a current term of office on Axway Software’s Board of Directors does not call into question the status of Independent Director:

• ■Sopra Steria Group’s Board of Directors is regularly informed of Axway Software’s operational and financial position. However, it does not discuss Axway’s routine operations and investments;
• ■the procedure for handling potential conflicts of interest applies to the consideration of any matters related to Axway Software;
• ■the Independent Directors present on both Sopra Steria Group’s and Axway Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy.

The Directors in question are Marie-Hélène Rigal-Drogerys, Michael Gollner and Yves de Talhouët. Sopra Steria Group’s Board of Directors came to similar conclusions as the Nomination, Governance, Ethics and Corporate Responsibility Committee.

Members of the Board of Directors may hold an office or have an interest in companies that have potential business relationships with the 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, Ethics and Corporate Responsibility Committee.

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

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

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

The Company identified no other business relationships with Independent Directors.

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 to appoint a Senior Independent Director responsible for handling conflicts of interest. The independent members of the Nomination, Governance, Ethics and 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 Chairman of the Board of Directors is responsible for the Board’s shareholder relations.

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

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

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

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

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

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

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

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

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

In particular, the aims of this questionnaire were to:

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

After the questionnaire was approved by the Board of Directors, an overview of its findings was reviewed and discussed by the Nomination, Governance, Ethics and Corporate Responsibility Committee. The Committee also discussed an overview of its own self-assessment and the concurrent self-assessments undertaken by the Compensation Committee and the Audit Committee. It reported on its work to the Board of Directors at the Board meeting of 26 January 2023.

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

Self-assessment by the Board of Directors and its committees has identified opportunities for improvement, notably relating to its composition, and consideration of CSR (Corporate Social Responsibility) by the Board of Directors and its committees. Practical solutions were found to the areas requiring improvement that had been identified. These were then presented to the Board of Directors, which approved them. The process concluded with a meeting on 26 January 2023.

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, takes 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 strategic approach over the same period; this discussion has taken into account social and environmental issues associated with the Company’s business. For the past several years, the Group has been pursuing an independent, value-creating plan that combines growth and profitability. Priorities are adjusted each 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 is then informed of estimates of how far the Chief Executive Officer has achieved their targets. These forecasts are refined in the course of the Committee’s various meetings. At the beginning of the year, the Compensation Committee determines the extent to which quantifiable targets set for the previous year have been achieved. It assesses the extent to which qualitative targets have been met. To this end, it meets with the Chairman of the Board of Directors and familiarises itself with any information that might be used in this assessment.

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

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

The Board of Directors has not, to date, fixed the number of shares that must be held and registered in the name of the Chairman of the Board of Directors who co-founded of 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.

On the recommendation of the Compensation Committee, the Board of Directors set a requirement for the Chief Executive Officer to retain 50% of the performance shares actually awarded during his term of office. It also set a target for him to hold 50% of his compensation in the Company’s shares by the end of 2026.

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

The Compensation Committee then presents its recommendations to the Board of Directors, which deliberates without the interested parties in attendance. These recommendations relate to the Chief Executive Officer’s variable compensation for the previous financial year, fixed compensation payable to the Chairman of the Board of Directors, and the Chief Executive Officer’s fixed and variable compensation 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 referred to 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 criteria adopted are mainly quantifiable and that criteria are precisely defined. As regards quantifiable criteria, it generally determines:

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

Performance is assessed by comparing actual performance with the target broken down into thresholds and targets, as the case may be. Where, by exception, compensation may exceed the target level, the extent to which it may do so is capped.

Based on the targets adopted, an amount equivalent to 60% of the annual fixed compensation cannot be exceeded. Even so, in the event of an outstanding performance relative to the quantitative targets, the Board of Directors may, after consulting the Compensation Committee, authorise the integration of targets being exceeding, subject to the cap on annual variable compensation set at 100% of annual fixed compensation. Effective payment of the Chief Executive Officer’s variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting.

Conversely, the Board of Directors may consider that the Group’s performance does not merit payment of variable compensation in respect of the financial year in question. That being the case, it does not take into account the extent to which qualitative targets have been met. It proposes to the shareholders that no variable compensation be paid in respect of that financial year.

Lastly, in the event of exceptional circumstances (such as an exogenous shock) leading to the suspension of the normal system of variable compensation for employees and 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 an improvement to the Chief Executive Officer’s variable compensation if that would serve the Company’s interests, subject to an upper limit of 60% of his annual fixed compensation.

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

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

The Nomination, Governance, Ethics and Corporate Responsibility Committee and the Compensation Committee have four members in common. This overlap ensures that decisions are consistent between the two Committees.

The procedure for determining compensation policy applicable to executive company officers and the timing of that procedure are intended to ensure that all worthwhile 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 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 components of compensation currently defined in the compensation policy as not applicable (severance pay, non-compete payment, supplementary pension plan), though any such items would be subject to approval at the following General Meeting.

The Compensation Committee made recommendations concerning the compensation policy for executive company officers, which was reviewed by the Board of Directors at its meeting on 22 February 2023.

It should be noted that the compensation policy and payment of variable and exceptional components of compensation must be approved in advance at a General Meeting.

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, or to his annual fixed compensation.

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

At the recommendation of the Compensation Committee, the Board of Directors has decided to set the amount of Cyril Malargé’s annual fixed compensation at €500,000, starting on 1 January 2023, which is equivalent to that of his predecessor, following his successful assumption of office.

As regards annual variable compensation, the Compensation Committee formulated its recommendation to the Board of Directors in consideration of the strategy, the Group’s circumstances and the goal of boosting its performance and competitiveness over the medium to long term.

At its meeting on 15 March 2023, the Board of Directors approved the following targets related to the annual variable compensation of the Chief Executive Officer, Cyril Malargé, in respect of financial year 2023:

The targets based on quantifiable criteria were set in line with the targets announced or confirmed to the market in the presentation of full-year results. The quantifiable criteria (70% of AVC) are aimed at continuing to improve profitability and taking into account the social and environmental priorities of the Group’s business activities. The specific amounts of financial quantifiable targets are not made public for confidentiality reasons and so as not to interfere with financial communications. 

The qualitative criterion (30% of AVC) relates to how operational management intersects with the strategic plan, and to the strengthening of the Group's organization.

The Board of Directors has decided to structure his compensation as follows:

Quantifiable targets may, in particular, relate to the operating margin on business activity, organic revenue growth or free cash flow. The portion linked exclusively to the achievement of qualitative targets reflects a desire to take into account medium-term targets (relating to the Group’s organisation and the social implications of its business activities) and long-term targets (environmental implications of its business activities). The qualitative targets CSR targets set serve to confirm every year that the Group remains on course to meet its goals. Although these are medium- and long-term obectives, progress towards them can be tracked at the end of each year.

The specific quantifiable target values are not disclosed in advance 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 – and if possible exceed – its targets.

The compensation policy applicable to members of the Board of Directors stipulates that the compensation referred to in Article L. 225-45 of the French Commercial Code shall be apportioned among the members of the Board of Directors and its committees as follows:

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

Directorships held at Company subsidiaries are not compensated.

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 2022. In addition, he received compensation under Article L. 225-45 of the French Commercial Code in the amount of €14,400 in respect of financial year 2022. This compensation was paid by Sopra GMT and was not rebilled to Sopra Steria Group (see Section “Overview of the activities of the Chairman of the Board of Directors in 2022” of this chapter).

As Chairman of the Board of Directors of Axway Software, as indicated in its Universal Registration Document, Pierre Pasquier also received fixed compensation from that company in the amount of €138,000 and compensation in respect of Article L. 22-10-14 of the French Commercial Code of €19,518.

On the recommendation of the Compensation Committee, the Board of Directors proposed to the General Meeting of Shareholders of 1 June 2022 a temporary amendment to the compensation policy, specifically in connection with the end of Vincent Paris’ term of office, and not to set any conditions on the payment of his variable compensation in respect of 2022 (amount at issue: €50k). This proposal was based on the quality of the handover between Vincent Paris and Cyril Malargé and the impossibility of determining meaningful quantitative or qualitative targets over a period of a month and a half. Payment of Vincent Paris’ variable compensation for 2022 remains subject to approval at the General Meeting of Shareholders to be held in 2023.

Additional information concerning the situation following the end of Vincent Paris’ appointment as Chief Executive Officer

After his appointment ended, Vincent Paris’ employment contract came back into force. It had been suspended following his appointment as a company officer. During the following months, efforts to find him a permanent position within the organisation failed to reach an outcome satisfactory to both parties, and so they agreed on an amicable parting of ways through termination of his employment contract.

Vincent Paris left Sopra Steria Group effective 31 July 2022. A statutory payment of €621,864 was made upon termination of his employment contract, without any compensation being paid.

In addition, the Board of Directors decided, in a departure from normal practice and on an entirely exceptional basis, to remove the condition of continued employment applicable to the grant of 3,000 rights to free shares he was awarded on May 26, 2021. For information about the factors leading to this decision and an assessment of the benefit granted, please refer to Section see Section 5 "Additional information about resolutions passed with a majority of less than 80% at the General Meeting of 1 June 2022" of Section "Additional information about resolutions passed with a majority of less than 80% at the General Meeting of 1 June 2022" of this chapter.

Cyril Malargé was appointed Chief Executive Officer with effect from 1 March 2022.

The relative proportions of fixed and variable compensation in the annual compensation awarded to the Chief Executive Officer (excluding benefits in kind) were 65% and 35%, respectively.

Performance criteria were applied as anticipated at the time they were determined on 23 February 2022. No compensation is due at the threshold; the amount due is calculated on a linear basis between the threshold and the target.

Total compensation is in keeping with the compensation policy and contributes to the Company’s long-term performance. It provides an incentive to drive profitable growth based on shifting the Group’s services toward higher-value offerings.

Qualitative targets incentivised the executive to take a medium-term view by improving how efficiently the Group is organised and taking account of corporate responsibility requirements.

The Compensation Committee, taking into account the opinion of the Nomination, Governance, Ethics and Corporate Responsibility Committee, noted that the Company is on track to achieve its targets in relation to greenhouse gas emissions (see Section 3.4, “Optimising resource consumption and reducing greenhouse gas emissions” of Chapter 4, “Corporate responsibility” of the 2022 Universal Registration Document, pages 137 to 142) and the proportion of women in senior management positions (see Section 2.7.1, “Gender equality policy” of Chapter 4, “Corporate responsibility” of the 2022 Universal Registration Document (pages 123 to 125); it thus considered the corresponding qualitative targets to have been 100% achieved. After hearing a presentation of the results and the recommendation by the Chairman of the Board of Directors, the Committee also considered the target related to the appointment of Cyril Malargé to have been 100% achieved.