Related-party agreements 

During financial year 2024, three new agreements were authorised:

These three agreements make up one larger transaction. The project to sell most of Sopra Banking Software’s business reflects Sopra Steria’s aim to expand its development of digital services and solutions in Europe and focus its investments on consulting and digital technology in its strategic markets: financial services, defence & security, aeronautics, space and the public sector. 
At the time of the planned sale of Sopra Banking Software to Axway Software, an ad hoc committee made up of three Independent Directors was formed to make a recommendation on the appointment of an independent appraiser tasked with issuing a fairness opinion, monitor that independent appraiser’s work and report its conclusions to the Board of Directors.
For more information, see Section 2.1.2, “Related-party agreements (Resolution 5)” in Chapter 9, “General Meeting” of the Universal Registration Document (pages 395 to 396).

Two existing agreements remained in force: 

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

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

a. The Sopra GMT team

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

The team was initially formed when 74Software¹ was spun off. It performs duties for Sopra Steria Group and 74Software, in which Sopra Steria Group still retains an ownership interest of approximately 11%. Sopra GMT provides both companies with its support and ensures synergies and best practices are implemented.

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

b. Invoicing principles

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

Pierre Pasquier’s compensation at Sopra GMT reflects his oversight of the assignments performed by the Sopra GMT team for Sopra Steria Group and 74Software. His compensation is not rebilled to these two companies. Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as providing appropriate expertise for Sopra GMT’s assignments.

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

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

c. Implementation of the agreement in 2024

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

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

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

II. Agreement with Éric Hayat Conseil

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

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

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

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

Sopra Steria Group recorded expenses under this agreement in 2024:

• expenses: €255 thousand.

This agreement ended on 31 December 2024.

Statutory Auditors’ special report on related-party agreements
04/03/2025: Special report - General Meeting to approve the financial statements for the financial year ended 31 December 2024 - Learn more 

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