One agreement remained in force during financial year 2025.
| Nature | Framework agreement for assistance with Sopra GMT |
|---|
| Subject | Advisory and assistance services in the areas of strategy, finance and control |
| Detailed description | §1.1.5 of Chapter 3 of 2025 Universal Registration Document |
| Income (financial year under review) | €195,316 |
| Expense (financial year under review) | €1,825,210 |
| Members of the Board of Directors concerned | Pierre Pasquier, Éric Pasquier, Kathleen Clark |
| Purpose of the agreement | Resources assigned to the Chairman of the Board of Directors to fulfil the role set out for him under the internal rules and regulations; greater independence of the Board of Directors
Provision of strategy, advisory and support services, particularly in the areas of finance and control |
| Materiality for the Company | Non-material expense. If the assignments handled by Sopra GMT’s employees were not entrusted to them, they would need to be allocated within the Group at the same cost. |
| Agreement already approved at a General Meeting | Yes |
I.Monitoring of routine agreements entered into at arm’s length
The Board of Directors regularly assesses whether agreements pertaining to routine transactions entered into at arm’s length meet the necessary criteria.
The procedure adopted by the Board calls for the following in particular:
- arrangements for identifying agreements subject to prior review by the Board of Directors;
- the assessment by the Board of Directors of agreements that have not been subject to such controls – any persons directly or indirectly affected by such an agreement may not take part in this assessment.
The Board has adopted the principle of annual assessments.
II. Agreement with Sopra GMT, the holding company that manages and controls Sopra Steria Group
In carrying out all of his assignments, the Chairman seeks out advice from former executives and may draw on certain resources across the Group.
He is also supported by a permanent team at Sopra GMT, the holding company that manages and controls the Group. This company was established by the founders of Sopra Steria Group. More than 75% of its share capital is held by members of the two family
groups. A financial investor acquired a stake alongside the founders to enable the implementation of Sopra Steria Group’s strategic refocusing project in 2024. Sopra GMT’s sole activity is to provide strategy, advisory and support services
to the two companies in which it holds an ownership interest. Its non-current assets consist exclusively of its equity stakes in those companies.
a. The Sopra GMT team
Of the five Sopra GMT employees, four of them have spent much of their careers with Sopra Steria Group. This team has therefore gained knowledge of the Group, its main managers and its organisational structure that an external service provider could not
have. Its position within Sopra GMT means this team has an outside perspective and greater independence. These resources enhance the Board of Directors’ ability to oversee the smooth running of the Company.
The team was initially formed when 74Software was spun off. It performs duties for Sopra Steria Group and 74Software, in which Sopra Steria Group still retains an ownership interest of 11%. Sopra GMT provides both companies with its support and
ensures synergies and best practices are implemented.
The members of this team carry out duties not undertaken by Sopra Steria Group: oversight of acquisitions, corporate secretarial affairs for the Board of Directors and its Committees. They
may also assist Sopra Steria Group’s functional divisions. They are also active participants in various steering committees (acquisitions, corporate responsibility and sustainable development, internal control, internal audit, employee share
ownership). They may join working groups tackling key issues for the Company. They provide the benefit of their technical expertise and an independent opinion.
b. Invoicing principles
The costs rebilled by Sopra GMT comprise the portion of payroll and related operating costs for employees assigned to the tasks performed for Sopra Steria Group. They also comprise, under the same conditions, any external expenses incurred by Sopra GMT
(such as specialised advisors’ fees). As such, this organisational method does not increase the expenses borne by Sopra Steria Group. If the assignments handled by Sopra GMT’s employees were not entrusted to them, they would need to be
allocated again within Sopra Steria Group.
Pierre Pasquier’s compensation at Sopra GMT reflects his oversight of the assignments performed by the Sopra GMT team for Sopra Steria Group and 74Software(1). His compensation is not rebilled to these two companies.
Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as providing appropriate expertise for Sopra GMT’s assignments.
The work performed by this team
and the principle for the rebilling to the Company of the costs incurred are covered in a framework agreement for assistance. The General Meeting approved the implementation of this related-party agreement. The Board of Directors reviews it annually.
Around 85% of Sopra GMT’s total operating expenses are rebilled. The remaining 15% comprises the expenses arising from Sopra GMT’s own internal operations. Expenses are rebilled on a cost-plus basis including a 7% margin. By definition, Sopra
GMT generally records a small operating loss. The annual breakdown varies according to the respective needs of Sopra Steria Group and 74Software(1). On average, since 2011, two thirds of the amounts rebilled have concerned Sopra Steria Group.
c. Implementation of the agreement in 2025
Sopra Steria Group recorded the following income and expenses under this agreement in 2025:
- expenses: €1,825 thousand;
- income: €195 thousand.
The Board of Directors reviewed the implementation of this agreement at its meeting on 22 January 2026. It unanimously agreed to maintain the previously granted authorisation for the current financial year. The members of the Board of Directors associated
with Sopra GMT (Pierre Pasquier, Éric Pasquier and Kathleen Clark) did not take part in the discussion or vote on this decision.
Statutory Auditors’ special report on related-party agreements
04/03/2026: Special report - General Meeting to approve the financial statements for the financial year ended 31 December 2025 - Learn more
1 Following the acquisition of Sopra Banking Software, the shareholders of Axway Software voted on 6 December 2024 to change the company’s name to 74Software (with 74Software continuing to use Axway Software as one of its trademarks).