Integrated presentation of Sopra Steria

Message from the Chairman

Key figures for 2020

2020 Parent Company Financial Statements

Income statement

Balance sheet

229

230

231

History and corporate plan

Our mission and values

Governance

Corporate responsibility

Business model and...

Cash flow statement

1. Company description

2. Significant events

232

233

234

240

254

3. Accounting policies

4. Notes to the income statement

5. Notes to the balance sheet

6. Other information

... value chain

Breackdown of operations and the workforce

Strategy and ambitions

Risk management

Financial performance

Dialogue with investors

Statutory Auditors’ report on the parent company

financial statements

Statutory Auditors’ special report on related-party

agreements

258

262

Share ownership structure

265

266

267

268

269

270

272

Business overview andꢀstrategies

1. General information

2. Share ownership structure

3. Employee share ownership

4. Voting rights

5. Threshold crossings

6. Shareholders’agreements

7. Control

1. Sopra Steria Group at a glance

2. History of Sopra Steria Group

3. Digital services market

4. Sopra Steria’s activities

5. Strategy and objectives

6. 2020 Full-year results

7. Subsequent events

8. Simplified Group structure at 31 December 2020

9. Group organisation

8. Share buyback programme

9. Changes in share capital

10. Securities giving access to the share capital –

Risk factors and internal control

1. Risk factors

2. Insurance

3. Internal control and risk management

Potential dilution

272

273

274

11. Information on transactions in securities by Directors

or persons mentioned in Article L. 621-18-2 of the French

Monetary and Financial Code

12. Authorisations to issue securities granted to the Board

of Directors at the Combined General Meetings of

12 June 2018 and 9 June 2020

13. Information required by Article L. 22-10-11 of the French

Commercial Code relating to public tender or

exchange offers

4. Procedures relating to the preparation and processing

of accounting and financial information

Corporate governance

1. Organisation and operation of governance

2. Compensation policy

3. Standardised presentation of compensation paid to

company officers

4. Departures from the guidelines set forth in the

14. Monthly share prices and trading volumes

on Euronext Paris

15. Share price performance

16. Dividend per share

275

276

AFEP-MEDEF Code

Additional information

1. Articles of Association

277

278

Corporate responsibility

Message from the Chief Executive Officer

2. Person responsible for the Universal Registration

Document and information on the auditing

of the Company’s financial statements

3. Provisional reporting timetable

4. Regulatory disclosures in 2020

5. Documents available to the public

1. Sopra Steria: A committed and responsible Group,

making a sustainable, human and enlightened

contribution

2. Social responsibility: A committed and responsible

collective effort

3. Societal responsibility: Engaging all our stakeholders to

build a positive future for all

4. Environmental responsibility: Innovating all along our

value chain

5. Ethics and compliance

6. SDG/GRI/TCFD-CDSB cross-reference table

7. Annex: Social and environmental indicators

285

286

287

106

115

General Meeting

1. Agenda

289

290

291

295

301

122

132

137

141

2. Summary of resolutions

3. Proposed resolutions

4. Special report of the Board of Directors

8. Report by the independent third party on the

consolidated statement of non-financial performance

presented in the management report

STATEMENT BY THE PERSON RESPONSIBLE OF THE

UNIVERSAL REGISTRATION DOCUMENT

302

303

307

309

153

INDEX

2020 Consolidated Financial Statements

Consolidated statement of net income

157

158

159

160

161

GLOSSARY

CROSS-REFERENCE TABLE

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated cash flow statement

162

163

Notes to the consolidated financial statements

Statutory Auditors’ report on the consolidated financial

statements

224

This seal of quality is awarded to Universal Registration

Documents achieving the highest level of transparency

according to the Annual Transparency Rankings criteria.

Elements of the Annual Financial Report are identified by the logo

2020 Universal

registration

document

INCLUDING THE ANNUAL FINANCIAL REPORT AND MANAGEMENT REPORT INCLUDING

COMPONENTS OF THE STATEMENT OF NON-FINANCIAL PERFORMANCE

The original French-language version of the Universal Registration Document was filed on 18 March 2021 with the Autorité des Marchés Financiers (AMF) in its capacity as

competent authority in respect of Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation.

The original French-language version of the Universal Registration Document may be used for the purposes of an offer to the public of financial securities or the admission of

financial securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and any amendments made to the Universal

Registration Document. The resulting combined document is approved by the AMF in accordance with Regulation (EU) 2017/1129.

In accordance with Article 28 of Commission Regulation (EC) No. 809/2004 of 29 April 2004, the following information is included for reference in this registration

document:

1.ꢁRelating to financial year 2018:

2.Relating to financial year 2019:

•

the Management Report, included in the Registration Document filed on 12 April 2019

under number D.19-0319, is detailed in the cross-reference table (pages 262 to 263) –

Information regarding the Management Report;

•

the Management Report, included in the Registration Document filed on 10 April 2020

under number D.20-0286, is detailed in the cross-reference table (pages 330 to 331) –

Information regarding the Management Report;

the consolidated financial statements and the Statutory Auditors’ report on those

financial statements, included in the Registration Document filed on 12 April 2019

under number D.19-0319 (pages 107 to 174 and 175 to 178, respectively);

the consolidated financial statements and the Statutory Auditors’ report on those

financial statements, included in the Registration Document filed on 10 April 2020

under number D.20-0286 (pages 151 to 217 and 218 to 222, respectively);

the individual company financial statements of Sopra Steria and the Statutory

Auditors’ report on those financial statements, included in the Registration Document

filed on 13 April 2018 under number D.19-0319 (pages 179 to 207 and 208 to 211,

respectively);

the individual company financial statements of Sopra Steria and the Statutory

Auditors’ report on those financial statements, included in the Registration Document

filed on 10 April 2020 under number D.20-0286 (pages 223 to 250 and 251 to 254,

respectively);

•

the Statutory Auditors’ special report on related-party agreements and commitments,

included in the Registration Document filed on 12 April 2019 under number D.19-0319

(pages 212 to 213).

•

the Statutory Auditors’ special report on related-party agreements and commitments,

included in the Registration Document filed on 10 April 2020 under number D.20-0286

(pages 255 to 256).

The information included in both of those registration documents, other than the information mentioned above, has been replaced and/or updated, as applicable, by the

information included in this Universal Registration Document.

This document is a free translation into English of the original French “Document d’enregistrement universel”, referred to as the “Universal Registration Document”. It is not a binding

document. In the event of a conflict of interpretation, reference should be made to the French version, which is the authentic text.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

MESSAGE FROM THE CHAIRMAN

Message from the Chairman

The eﬀects of the Covid-19 crisis were

compounded late in the year by the

steps we had to take to defend

ourselves against the cyberattack that

targeted our Group. While the attack

was rapidly detected and our clients’

security maintained, some of our

information and production systems

remained down for several weeks

as a result of the remedial measures

we took.

At the same time a year ago,

Sopra Steria had successfully reached

several key milestones in the

synergies between the software,

consulting, integration and service

businesses.

implementation of its corporate plan.

We had met our annual earnings

targets, and were resolutely adopting

a medium-term perspective as we

looked at ways of speeding up our

development and confirming the

performance trajectory that we had

set for ourselves.

We will also push forward with an

aggressive, but targeted acquisitions

policy.

From the current year, we anticipate

renewed organic growth in our

business and an improvement in our

operating margins.

Over the medium term, we confidently

expect to be able to execute an

ambitious, independent and value-

creating corporate plan for all our

stakeholders. This plan brings together

employees, shareholders and partners,

and targets a high level of business

performance, while making

But this vision was swiftly disrupted as

the Covid-19 virus took hold, triggering

a serious economic crisis.The

pandemic-related restrictions caused

a wholesale drop in demand,

especially in aerospace and railways,

sectors in which Sopra Steria has a

very strong presence. Conversely, our

Group gained real traction in defence

and broadly across the public sector,

where we also have strong positions.

Despite the challenges, our results –

both in terms of revenue and

operating margin – reflect our

impressively high level of resilience

in 2020. Sopra Steria also generated

strong cash flow, helping to cut the

Group’s net financial debt by 17.2%.

a sustainable, human, purposeful

contribution to society.

Even though major uncertainties

remain at the start of the current year,

Sopra Steria intends to build on its

strong foundations and accelerate the

execution of its strategic plan in 2021.

The priorities are to bolster our

consulting business and press ahead

with digitalising our transformation

solutions. In the banking sector, we

will step up our drive to harness

Amid these challenging conditions, our

top priorities were keeping our

employees safe and safeguarding

service delivery for our clients. We

also took steps to protect our skills

base and jobs, even in the most

severely aﬀected sectors of activity.

“Sopra Steria intends to build

on its strong foundations and

accelerate the execution of its

strategic plan in 2021.”

Pierre Pasquier

Chairman and Founder of Sopra Steria Group

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

KEY FIGURES FOR 2020

Key figures for 2020

Sopra Steria, a European leader in consulting, digital services and software development, helps its clients

drive their digital transformation and obtain tangible and sustainable benefits.

The Group provides end-to-end solutions to make large companies and organisations more competitive

by combining in-depth knowledge of a wide range of business sectors and innovative technologies with

a fully collaborative approach.

Sopra Steria places people at the heart of everything it does and is committed to making digital

technology work for its clients in order to build a positive future.

Revenue

€3.6bn Digital services

€4.3bn

€0.7bn Development of business solutions

Organic growth of –4.8%¹

Operating profit on business activity

Number of employees

45,960

Number of oﬀices

184

Equity

€300.2m

€1.4bn

Net financial debt

€425.6m

7.0% of revenue

Net profit attributable to the Group

equal to 1.1 x 2020 pro forma EBITDA

before the impact of IFRS 16

€106.8m

Number of countries

2.5% of revenue

Market capitalisation

at 31/12/2020

Basic earnings per share

€2.7bn

€5.27

Dividend per share

€2.00²

TOP 5

TOP 10

European digital services

companies

European digital services

companies

(1) Alternative performance measures are defined in the glossary of this document

(2) Dividend proposed for approval at the General Meeting of 26 May 2021

See Chapter 5

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

HISTORY AND CORPORATE PLAN

History and corporate plan

More than 50 years of continuous growth and transformation

IT services driving

the modernisation of society

Financial performance

at the heart of strategy

1968-69

1985

1990

on NYSE Euronext Paris

1999

on NYSE Euronext Paris

2000

Creation of Sopra: 1968

Creation of Steria: 1969

Sopra’s IPO

Steria’s IPO

Driving digital transformation

2014

of Sopra HR Software

2013

2012

2011

2007

of Xansa, BPO expert

2005

of Mummert Consulting

Creation

SSCL contract with

the UK government

Creation or Sopra

Banking Software

Axway’s IPO

Acquisition

A new dimension, focused on our development and competitive edge

2020

2014

birth of a European leader

in digital transformation

2015

2017

2018

Acquisitions

2019

Sopra Steria:

Acquisition of CIMPA

Acquisitions of Cassiopae,

Kentor, 2MoRO and Galitt

Acquisition of SAB

Acquisitions

BLUECARAT and

and SFT (JV with Sparda)

Launch of the Consulting

brand: Sopra Steria Next

Sodifrance and

cxpartners

Fidor Solutions

for Sopra Banking

Software

It-Economics in Germany

O.R. System and Apak

by Sopra Banking Software

Sopra Steria was formed from the 2014 merger between Sopra and Steria, two of France’s longest-standing digital services

companies founded in 1968 and 1969 respectively. Both companies have always been driven by entrepreneurial spirit and a

collective commitment to meeting clients’ needs. The Group is now a European leader in digital transformation solutions.

Key points of the corporate plan

An independent model

Entrepreneurial culture

Importance of human capital

An independent model built on

long-term vision and business

performance, upholding the Group’s

responsibilities to the environment

and to its stakeholders as a good

corporate citizen.

Agility, rapid decision-making, and

speed of execution are hard-wired

into Sopra Steria’s DNA. Our ethos

is predicated on an unwavering focus

on client service, autonomous

decision-making, collective endeavour

and respect for others.

A rigorous talent-focused human

resources policy combining

strong collective mindset and

the development of employees’ skills.

See Chapter 1

for more information

A core shareholder backing the corporate plan

Individual and

other investors

Treasury shares

11.6%

0.2%

Sopra GMT

19.6% (29.8%)

Controlled

French

institutional

investors

29.4%

20,547,701 listed shares

share ownership

and interests

managed

on behalf of

employees

26,583,239 exercisable voting rights

XX.X% = percentage of share

Breakdown

of share capital

at 31/12/2020

capital held

(XX.X%) = percentage of exercisable

Founders Managers

voting rights

2.6% (3.9%)

TPI survey of identifiable owners

of shares at 31/12/2020 - Ownership

threshold of over 1,000 shares

28.6% (42.1%)

Interests managed

on behalf of employees

6.3% (8.5%)

International institutional

investors

30.2%

See Chapter 7

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

OUR MISSION AND VALUES

Our mission and values

Our mission

Technology serves as a gateway to infinite possibilities.

As fascinating as this never-ending stream of innovations is,

it also raises questions as to what is actually behind the

frantic race for novelty and change.

Together, we are building a highly promising future by

delivering tangible benefits: sustainable solutions with

positive impacts that take full account of interactions

between digital technology and society.

Solutions are never straightforward or obvious, and there

is certainly never just one way of doing things.

There’s still so much more we can achieve together.

Dare together

At Sopra Steria, our mission is to guide our clients, partners

and employees towards bold choices to build a positive

future by putting digital technology to work in service

of humanity.

At Sopra Steria, we strive to create a stimulating,

group-oriented environment inspiring free thinkers to

engage in open and frank discussions. Our goal is

to foster the development of skills and entrepreneurship

in a community driven by a thirst for collective success.

Beyond technology, we set great store by collective

intelligence, in the firm belief it can help make the world

a better place.

Values that bring us together

Putting customer

service first

Respect

for others

Taking positive

action

Professional

excellence

Collective

mindset

Openness

and curiosity

Putting customer service first

Respect for others

Taking positive action

We make a commitment to our clients

over the long term to enhance their

performance and enable them to

reach the next level by leveraging our

specialised knowledge of their sector

of activity and innovative technologies.

Our core belief is that our collective

endeavour makes us stronger, and

that by working together we can

find the best solutions. That’s why we

always listen carefully to and forge

close relationships with our clients,

partners and employees.

We want to make innovation deliver

results for as many people as possible

and oﬀer sustainable solutions with

a positive impact that responsibly and

ethically shape interactions between

digital technology and society.

Professional excellence

Collective mindset

Openness and curiosity

We oﬀer our visionary, integrated

approach and our broad range of

expertise to help guide our clients,

partners and employees towards bold

choices and convert opportunities into

tangible, sustainable results.

We believe collective intelligence,

harnessing team spirit and each

individual’s talents, can help drive

positive change and make the world

a better place in a sustainable

manner, exceeding what technologies

alone can do.

We encourage a bold, curious and

accountable approach and seek to

explore new avenues and employee

innovative new technologies that can

deliver transformative changes for

everyone’s benefit.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

GOVERNANCE

Governance

Board of Directors

It is a top priority for the Board of Directors to have

a diverse range of skills. The Company has identified

ten key competencies that it would like to be represented

within the Board of Directors. These skills and areas

of experience are as follows:

Pierre Pasquier

Chairman

• 12 Directors appointed at the General Meeting

• 2 Directors representing the employees

64%

50%

Members

Knowledge of consulting, digital

services, software development, ability

to promote innovation

Human resources

and labour relations

64%

International teams

and organisations

57%

58%

42%

Knowledge of one of the Group’s

main vertical markets

Male Directors

Female Directors

50%

Societal issues

50%

Entrepreneurial experience

67% 3

36%

Independent Directors

Nationalities

Knowledge of Axway Software

36%

43%

CEO of an international group

Operational experience within

the Sopra Steria Group

62.6

Average age of Board members

57%

Finance, risk management

and control

Composition at 25 February 2021

(*) 5/12 women - 7/12 men

(**) 8/12 Board members qualify as independent based

on the AFEP-MEDEF Code’s requirements

See Chapter 3

for more information

Executive Management

The Group is made up of a corporate function and a number of operational divisions. The Executive Management team

is responsible for running the Group, with support from the Executive Committee (ExCom), the Operations Committee and

the Management Committee.

The Executive Management team consists of Vincent Paris (Chief Executive Oﬀicer), John Torrie (Deputy Chief Executive Oﬀicer)

and Laurent Giovachini, (Deputy Chief Executive Oﬀicer).

The Executive Committee (ExCom) has 17 members. It supervises the Group’s organisation,

management system, major contracts and support functions and entities. It is involved

12%

in the Group’s strategic planning and implementation. Two of its members are women.

of ExCom members

are women

The Operations Committee consists of the Executive Committee members and

18 operational managers of key countries and subsidiaries. Four of its members are

women.

The Management Committee consists of the members of the Operations Committee

and 18 operational and functional managers (purchasing, internal control, industrial

department, finance, property, marketing and communications, investor relations

and human resources). Eight of its members are women.

See Chapter 1

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

CORPORATE RESPONSIBILITY

Corporate responsibility

Together, building a positive future by making digital

work for people.

At Sopra Steria, we firmly believe

that digital technology cancreate

opportunity and progressfor all.

When closely linked to humanity,

it creates a virtuous circle that benefits

society as a whole. Sopra Steria has

chosen to be a “contributor” company

involved in building a sustainable

world in which everyone has a part

to play.

Seven key commitments, all directly aligned with

the Group’s business model, underpin its corporate

responsibility strategy:

• Benchmark employer

• Constructive and open dialogue with stakeholders

• Long-term partner for our clients

• Involving the entire value chain in our corporate social responsibility

programme

• Reduction in our environmental impact, contribution to a net-zero

greenhouse gas (GHG) emissions economy

• Ethical business conduct

• Supporting local communities

Three priorities:

88% reduction in business travelas

a result of the Covid-19 pandemic

Helping combat climate change

Sopra Steria has committed to achieving net zero emissions by 2028

• Since 2015, greenhouse gas emissions related to our direct activities

have fallen, in line with the objectives aligned with a 1.5°C

trajectory, as certified by SBTi²;

-36.7%

-74.0%

• Incorporation of emissions related to indirect activities in

the carbon neutral programme;

• Oﬀset of emissions not averted through investment in carbon

capture projects.

• Carbon neutrality of emissions from direct activities since 2015 and

integration of emissions from indirect activities in this programme

by 2028.

Reduction in GHG

emissions¹ per

employee in 2019

(2015 base)

Reduction in GHG

emissions¹ per

employee in 2020

(2015 base)

Ambitious policy of bringing more women into the

management team

4.0%

32.5%

The Group’s target is for women to account for 30% of Executive Committee

members³ by 2025

Women as % of 2020 Women as % of new

• Further increase in the number of female Group employees;

• Roll-out of the Gender Equality Tour training programme;

• Two women joined the Executive Committee in 2020

workforce

hires in 2020

(2019: 32.0%)

(2019: 31.1%)

supported by the Group

including 17 digital projects

by the Sopra Steria-Institut

de France Foundation

Digital sustainability in our value proposition

Sopra Steria is accelerating innovation and digital inclusion

162

Outreach

projects

• Digital systems helping our clients achieve their sustainability goals;

• Digital inclusion outreach programmes;

• Sopra Steria Next signed up to the Digital Responsibility Charter.

Recognition of ESG commitments⁽⁴⁾by the leading rating agencies in 2020

Non-financial rating

agencies

ISS QualityScore

1 for best to 10 for worst

CDP

Climate Change

CDP Supplier

Engagement Rating

MSCI

Sustainalytics

Vigeo Eiris

EcoVadis

Leader

73/100

Outperformer

62/100

Advanced

Top 1%

Platinum

Score/Category

A List

(1) Greenhouse gas emissions from business travel, oﬀices and on-sitedata centres

(2) SBTi: Science Based Targets initiative

(3) Group Executive Committee

(4) Environmental, Social and Governance

See Chapter 4

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

BUSINESS MODEL AND...

Business model and…

Our vision

Our business

Our market

The digital revolution has triggered a

radical transformation in our environment.

It is speeding up changes in our clients’

business models, internal processes and

information systems. In this fast-changing

environment, we bring our clients new ideas

and support them in their transformation

by making the most eﬀective use of digital

technology.

Sopra Steria provides end-to-end solutions

to address the core business needs of large

companies and organisations, helpingthem

remain competitive and grow, supporting

them throughout their digital transformation

in Europe and around the world.

• Spending on digital services in Western

Europe: $265.6bn in 2020*

• A market forecast to grow more than

5% over the period 2021 - 2024.*

• Sopra Steria ranks among the top

10 digital services companies operating

in Europe (excluding captive service

providers and purely local players).

(*) Source: Gartner, Q4 2020, in constant US dollars.

Our oﬀering

An end-to-end

approach

Digital and

business

consulting

Financial

services

Trusted

Application

services¹

Business Process

Outsourcing

Software

digital

development²

services

Human

resources

Real estate

Cybersecurity

Cloud and

infrastructures Services

An extensive

portfolio oﬀering

(1) Systems integration and third-party application maintenance

(2) Licensing model and SaaS/Cloud model

See Chapter 1

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

STRATEGY AND AMBITIONS

Strategy and Ambitions

Strategy

Sopra Steria’s strategy is built around its independent corporate plan for sustainable value creation for its stakeholders. It is a European

project underpinned by expansion through organic and acquisition-led growth. The goal is to generate substantial added value by

harnessing a full range of powerful consulting and software solutions deployed using an end-to-end approach and bringing to bear

our combined technology and sector-specific expertise.

Our ambition is to be the partner of choice in Europe for major public administrations, financial and industrial operators and strategic

businesses, when they are looking for support with driving the digital transformation of their activities (business and operating model)

and their information systems, and preserving their digital sovereignty.

Strategic levers - IT services

Overhaul of

legacy application

transformation

Sector and

client focus

End-to-end

approach

Strengthening

of consulting

At-scale

production model

Strategic levers - Software

Sopra Banking Platform

Sopra Financing Platform

Digital end-to-end

approach

Medium-term ambitions

The project has enjoyed the benefit of an upbeat market for digital services, which have had the wind in their sails for several years now

as a result of the digital transformation being undertaken by businesses and institutions looking to increase their resilience.

Over the medium term, Sopra Steria is targeting compound annual organic revenue growth of between 4% and 6%, an operating margin

on business activity of around 10%, and free cash flow of between 5% and 7% of revenue.

See Chapter 1

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

RISK MANAGEMENT

Risk Management

Participants in internal control and risk management

Board of Directors / Audit Committee

External

audit

Executive Management

1st line of control

2nd line of control

3rd line of control

Operational management

All entities

Operational management

Financial

Internal Audit

All geographies

Industrial

All business activities

Human Resources Legal

Sustainable Development

Corporate Responsibility

Internal Control

Identification of the Group’s main risks

The most significant risks specific to Sopra Steria are set out below by category and in decreasing order of criticality (based on the

crossover between probability of occurrence and the estimated extent of their impact), taking account of mitigation measures implemented.

This presentation of net risks is not intended to show all Sopra Steria’s risks.

The table below shows the results of this assessment in terms of net importance on a scale of three levels, from least important (+)

to most important (+++).

Risks related to strategy and external factors

Materiality

• Adaptation of services to digital transformation, innovation

• Significant reduction in client/vertical activity

• Acquisitions

+++

The internal control system

and risk management

policies implemented by

the Group aim to lower the

probability of occurrence

of these main risk factors

and their potential impact

on the Group.

• Attacks on reputation

Risks related to operational activities

• Cyberattacks, systems security, data protection

+++

• Extreme events and response to major crises

Each of these risk

• Marketing and execution of managed/operated projects and services

management policies is

laid down in detail in the

“Risk factors and internal

control chapter” of this

document.

Risks related to human resources

• Development of skills and managerial practises - SNFP*

• Attracting and retaining employees - SNFP*

Risks related to regulatory requirements

• Compliance with regulations - SNFP*

*SNFP

This risk also relates to concerns addressed by the regulatory changes

set out in Articles L. 225-102-1 III and R. 225-105 of the French Commercial

Code, which cover the Company’s Statement ofNon-Financial Performance

See Chapter 2

for more information

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

FINANCIAL PERFORMANCE

Financial performance

Revenue

Operating profit on business activity

in millions of euros

in millions of euros and % of revenue

354.3

8.0%

400

350

300

250

200

150

100

330.7

8.6%

307.9

7.5%

301.1

8.0%

300.2

4 600,0

4 400,0

4 200,0

4 000,0

4,434.0

4,262.9

4,095.3

7.0%

3,831.1

3,741.3

3 800,0

3 600,0

3 400,0

3 200,0

2016

2017

2018

2019

2020

2016

2017

2018

2019

2020

Net profit attributable to theGroup

Dividend in euros

in millions of euros and % of revenue

per share

200

172.5

180

160

140

120

100

160.3

2021

€2.00*

150.4

4.0%

€0.0

2020

125.1

3.1%

2019

2018

€2.40

106.8

€1.85

2017

2016

2015

2014

2013

€2.40

€2.20

4.5%

3.6%

2.5%

€1.70

€1.90

0.5

1.5

2.5

2016

2017

2018

2019

2020

* Amount proposed to the General Meeting of 26 May 2021

Free cash flow

Sopra Steria share price over 5 years*

in millions of euros

Compared to performance of SBF 120 and CAC40

SOPRA STERIA +22.07% SBF120 +19.95% CAC40 +19.72%

229.3

180

160

140

120

100

250

203.5

173.1

200

150.6

150

100

111.4

31/12/15

31/12/16

31/12/18

31/12/19

31/12/20

31/12/17

2016

2017

2018

2019¹

2020

* Rebased 100 at 31 December 2015

(Source: Euronext Paris)

(1) Free cash flow calculated excluding the assignment of trade

receivables leading to their deconsolidation (€37m assigned in 2017)

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

INTEGRATED PRESENTATION OF SOPRA STERIA

DIALOGUE WITH INVESTORS

Dialogue with investors

2020 financial calendar

Factsheet

26 February 2021

Listing

Market

ISIN

Euronext Paris

Compartment A

FR0000050809

SOP

2020 annual revenue and earnings*

before market open

28 April 2021

before market open

Q1 2021 revenue

Ticker symbol

Main indices

26 May 2021

01 June2021

03 June 2021

Annual General Meeting

Ex-dividend date

SBF 120, CAC All-Tradable,

CAC All-Share, CAC Mid Small,

CAC Mid 60, CAC Soft. C.S.,

Dividend payment

CAC Technology, Euronext FAS IAS,

Next 150, Euronext Eurozone ESG Large 80

Euronext Eurozone 300, Ethibel Sustainability

29 July 2021

2021 half-year revenue and earnings*

Q3 2021 revenue

before market open

29 October 2021

before market open

Eligible for “PEA” Share Savings Plan in France

Eligible for Deferred Settlement Service

* The full-year and half-year results are presented at bilingual webcast

meetings in French and English.

Percentage of Group’s share capital held

by institutional investors

Meetings with investors

The Investor Relations Department builds a dialogue with the

investor community throughout the year. It endeavours to meet

with all shareholders, investors and financial analysts in the world’s

main financial markeplaces during roadshows or conferences,

as well as on the occasion of annual and interim financial reports

and presentations to the General Shareholders’ Meeting.

30.2% 29.4%

International institutional

investors

French institutional

investors

Percentage of Group’s share capital held

by individual shareholders

Institutions

met

Meeting

Countrie

covered

Cities

covered

percentage of share capital held

by individual shareholders

TPI survey of identifiable shareholders at 31/12/2020

Ownership threshold of over 1,000 shares

169 146 9 14

Sopra Steria received an award from

The Technical Committee of the Grand

Prix de la Transparence* in 2020

Roadshow

Conferences

5^thplace

19 6

Top 5 position in the Grand Prix de la Transparence

for regulated information

Universal Registration Document and invitation to AGM

Sopra Steria ranks among the top 3 companies nominated

for the Grand Prix de la Transparence for regulated

information for its Universal Registration Document and

its invitation to the General Shareholders’ Meeting.

This seal of quality is awarded to Universal Registration Documents achieving

the highest level of transparency according to the Annual Transparency

Rankings criteria.

* Technical Committee of the Grand Prix de la Transparence awards held by Labrador

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Sopra Steria Group at a glance

Corporate name: Sopra Steria Group

Until 2 September 2014, the name of the Company was “Sopra Group”. As a result of the successful public exchange offer made by Sopra

Group for the shares of Groupe Steria SCA (see press release dated 6 August 2014), the Board of Directors met on 3 September 2014, with

Pierre Pasquier presiding, and recorded the entry into effect of several resolutions conditionally adopted at the General Meeting of 27 June

2014.

Among the consequences of the implementation of these resolutions was the change in the corporate name from “Sopra Group” to

“Sopra Steria Group”.

Registered office: PAE Les Glaisins, Annecy-le-Vieux, 74940Annecy – France. The telephone number is +33(0)4 50 33 30 30.

Executive Management: 6 avenue Kleber, 75116 Paris – France. The telephone number is +33(0)1 40 67 29 29.

Legal form: French société anonyme.

Company website:https://www.soprasteria.com

Date of incorporation:5 January 1968, with a term of fifty years as from 25 January 1968, renewed at the General Meeting of 19 June

2012 for a subsequent term of ninety-nine years.

Country where the entity is incorporated: France

Country where registered office is located: France

Name of the parent company: Sopra Steria Group

Name of the controlling company: Sopra Steria Group

Principal entity: Sopra Steria Group

Corporate purpose:“The Company’s purpose is:

To engage, in France and elsewhere, in consulting, expertise, research and training with regard to corporate organisation and information  

processing, in computer analysis and programming and in the performance of customised work.  

The design and creation of automation and management systems, including the purchase and assembly of components and equipment, and  

appropriate software.

The creation or acquisition of and the operation of other businesses or establishments of a similar type.  

And, generally, all commercial or financial transactions, movable or immovable, directly or indirectly related to said corporate purpose or in  

partnership or in association with other companies or persons” (Article 2 of the Articles of Association).  

Commercial registration:326 820 065 RCS Annecy

Place where legal documents may be consulted:Registered office.

ISIN:FR0000050809

Legal Entity Identifier (LEI): 96950020QIOHAAK9V551

Financial year: From 1 January to 31 December of each year.

Appropriation of earnings according to the Articles of Association

“An amount of at least five per cent shall be deducted from the profit for the financial year, reduced by prior losses, if any, in order to

constitute the statutory reserve fund. Such deduction shall cease to be mandatory when the amount in the statutory reserve fund is equalto

one-tenth of the share capital.

Profit available for distribution comprises the profit for the year less any losses carried forward and amounts allocated to reserves, pursuant to

the law and the Articles of Association, plus retained earnings.

The General Meeting may deduct from this profit all amounts that it deems appropriate for allocation to all optional, ordinary or

extraordinary reserves, or to retained earnings.

The balance, if any, is apportioned at the General Meeting between all shareholders in proportion to the number of shares that they own.

The General Meeting may also decide to distribute amounts deducted from the reserves at its disposal, expressly indicating the reserve items

from which the deductions are made. However, dividends shall first be withdrawn from the profits for the financial year.” (Excerpt from

Article 37 of the Articles of Association).

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

History of Sopra Steria Group

A LONG HISTORY OF ENTREPRENEURSHIP

2014

Backed by our strong entrepreneurial culture and our sense of

collective purpose, we work every day to deliver a range of

solutions, from consulting to systems integration, on behalf of our

clients. We aim to be the benchmark partner for large public

authorities, financial and industrial operators, and strategic

companies in the main countries where we operate. We focus on

being relevant at all times and ensuring that our impact is a positive

one, both for society and from a business perspective.

Birth of a new European leader in digital transformation

Complementing each other in business strengths, strategic verticals

and geographies while sharing a similar corporate culture, Sopra

and Steria merge to give birth to Sopra Steria.

2000–2014

Assisting with digital transformation

2014–2020

In 2001, the Internet bubble bursts accelerating market changes.

Clients are looking for global players capable of assisting them in

transforming their businesses.

A new strategic plan to promote expansion and

competitiveness

Steria rises to these challenges by completing major strategic

acquisitions, including Bull’s IT services business in Europe in 2001,

Mummert Consulting in Germany in 2005 and the business process

outsourcing (BPO) expert Xansa in 2007.

The Sopra Steria 2020 Project is launched to improve performance

in all areas and increase added value. The acquisition of CIMPA in

October 2015 boosts its presence in the product lifecycle

management (PLM) market. Following the acquisition of software

developer Cassiopae, finalised in January 2017, three new

companies joined the Sopra Steria Group in 2017: Kentor, 2MoRO

and Galitt.

1985–2000

Strategic emphasis on financial performance

In 2018, the Group acquires the German IT services company

BLUECARAT to strengthen its position in Germany and offer new

growth opportunities for its local subsidiary, as well as Apak to

expand its range of lending solutions. In 2019, Sopra Steria takes

two important steps forward in the core banking market: the

acquisition of SAB, finalised on 7 August 2020, and the partnership

with seven German banks in the Sparda banking group, involving

the construction of a digital platform. At the end of 2019,

Sopra Steria also bolsters its operations and consolidates its

strategy by launching its new digital transformation consulting

brand, Sopra Steria Next. With the acquisition of Sodifrance in

2020, the Group created a market leader in digital services for

insurers and social security providers. In the United Kingdom, Sopra

Steria acquired cxpartners, bolstering its expertise in user experience

and ergonomic design. Lastly, Fidor Solutions, the software

subsidiary of next-generation bank Fidor Bank specialising in digital

banking solutions, joined the Group on 31 December 2020. With

this acquisition, Sopra Banking Software has significantly

accelerated the pace of its development, in particular by

augmenting user features as part of its Digital Banking Engagement

Platform (DBEP).

Given the maturity of the IT services market, Sopra reexamines its

fundamentals and refocuses on systems integration and software

development. Sopra completes its initial public offering in 1990.

Steria prioritises the rationalisation and industrialisation of processes

to reorganise its functional structure. After landing a number of

major deals, Steria proceeds with its initial public offering in 1999.

Sopra combines internal and external growth to consolidate its

European expansion and its areas of expertise: consulting, systems

integration and solutions development. Axway, a subsidiary formed

by bringing together the Group’s software infrastructure divisions, is

floated in 2011.

1968–1985

It services as a key linchpin in society’s process of

modernisation

Sopra and Steria are two distinct entities, making their way forward

in the emerging IT services industry. They both strive to meet the

needs of major clients with innovative products and services. Sopra

invests in software development and opens new locations in various

markets. At the same time, Steria racks up several contract wins in

the public sector.

Today, the Group ranks among the top 5 European digital

transformation players, having earned a reputation for providing

end-to-end solutions to address the core business needs of large

companies and organisations, helping them remain competitive and

grow.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Digital services market

3.1. Main markets – Competitive environment of the digital services sector

In 2020, the digital services market in Western Europe was worth an estimated $265.6 billion (1), down 4.7% (2) due to the Covid-19

pandemic. Gartner predicts a rebound to $282.4 billion in 2021.

❙

DIGITAL SERVICES MARKET IN WESTERN EUROPE (EXCLUDING HARDWARE AND SOFTWARE)

Country (in billions of dollars)

2021 estimates

France

United Kingdom

Germany

37.8

77.3

50.7

Rest of Europe

116.6

TOTAL

282.4

Source: Gartner, updated Q4 2020.

According to market research, in 2020 the market (1)contracted by

5.4% (2) in France, 4.5% in Germany and 3.8% in the United

Kingdom. For 2021, an upturn is expected, amounting to 4% in

France, 3.1% in Germany and 1.8% in the United Kingdom. This

trend should continue over the next few years, with market growth

in Western Europe estimated at around 5% per year on average

(2021-2024).

❙

DIGITAL SERVICES MARKET IN WESTERN EUROPE (EXCLUDING HARDWARE AND SOFTWARE)

Business (in billions of dollars)

2021 estimates

Consulting

Development and systems integration

Outsourced IT services

61.1

72.2

117.5

31.6

Business process outsourcing

TOTAL

282.4

Source: Gartner, updated Q4 2020.

In terms of businesses segments, consulting was down 7.6% (2) in

2020 and implementation services fell 6.0%. Other activitiesproved

more resilient: outsourced and cloud services fell 3.1% and business

process outsourcing fell 2.1%. For 2021, Gartner predicts upturns of

3.0% in consulting, 3.9% in implementation services and 3.0% in

outsourced and cloud services. Business process outsourcing is

expected to remain stable.

holding less than a 10% share. Against this backdrop, Sopra Steria

is one of the ten largest digital services companies operating in

Europe (excluding captive service providers and purely local players).

Its market share stands at over 5% in France and currently averages

between 0.5% and 1% in the other major European markets.

Sopra Steria’s main competitors in Europe are: Accenture, Atos,

Capgemini, CGI, DXC and IBM, all of which are present worldwide.

It also faces competition from Indian groups, chiefly in the United

Kingdom (such as TCS, Cognizant, Wipro and Infosys), and local

companies with a strong regional presence (Indra in Spain, Fujitsu in

the United Kingdom, Tieto/Evry in Scandinavia, etc.). Apart from its

services business, listed rivals such as Temenos and Alfa Financials

also command a significant presence in the software market, where

Sopra Steria is also present, especially in banking.

The European market has two main characteristics:

three countries (the United Kingdom, Germany and France)

account for 59% of IT services spending (1);

outsourcing of technology services (application maintenance and

infrastructure management) and business process outsourcing

together account for a little over half of IT services spending by

European companies (1)

Furthermore, the IT services market remains fragmented despite

some consolidation, with the leading player in the European market

(1) Source: Gartner report, updated Q4 2020

(2) Growth calculated at constant US dollars

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Sopra Steria’s activities

change management, etc.) to make the most of new digital

technologies. It involves supporting the information systems

departments of our clients, grasping their new challenges, assisting

them with their overall transformation projects as well as the

modernisation of their legacy systems.

4.1. A major European player in digital

transformation

Sopra Steria, a European leader in consulting, digital services and

software development, helps its clients drive their digital

transformation and obtain tangible and sustainable benefits, thanks

to one of the most comprehensive portfolios of offerings on the

market, spanning consulting and systems integration, the

development of business and technology solutions, infrastructure

management, cybersecurity and business process services (BPS).

b. Systems integration

Systems integration is Sopra Steria’s original core business, and

covers all aspects of the information system life cycle and major

transformation programmes. Sopra Steria is equipped to address

the full range of its clients’ software asset needs:

The Group provides end-to-end solutions to make large companies

and organisations more competitive by combining in-depth

knowledge of a wide range of business sectors and innovative

technologies with a fully collaborative approach: from strategic

analysis, programme definition and implementation, and IT

infrastructure transformation and operation, to designing and

implementing solutions and outsourcing business processes.

Design and integration

Sopra Steria’s teams help their clients implement agile and

industrial-scale projects. The Group undertakes to design and deliver

systems in line with business requirements that are flexible and

adapted to the new requirements of digital transformation as well

as sector-specific regulatory constraints. This is made possible by

working closely with the Sopra Steria Consulting teams.

For Sopra Steria, helping clients succeed in their digital

transformation means breaking down their strategic and business

challenges into digital initiatives through an exclusive end-to-end

offering. Thanks to very close relationships with its clients and its

multi-disciplinary teams, the Group is able to continually innovate to

guarantee that its offerings remain relevant to the strategic

challenges of each of its vertical markets.

Performance and transformation

In addition to standard information systems maintenance,

Sopra Steria takes a continuous transformation approach to these

systems to guarantee optimised operational efficiency for its clients,

suited to changes in their business. The transformation approach

includes a well-equipped and documented procedure making it

possible to combine the issues involved in reducing the time to

market with improved competitiveness and continuity of service.

Sopra Steria’s teams are trained in the new microservices platforms,

DevOps and cloud computing. They are also adopting new methods

of designing, delivering and embedding teams. Sopra Steria is

therefore able to offer the two key ingredients for successful digital

transformation: speed of execution and openness to external

ecosystems.

Streamlining data flow

Once the systems and technologies are implemented, the

information system gives access to reliable, relevant and critical

data, offering better analysis of user satisfaction and optimisation of

service performance.

Sopra Steria Group is also the preferred partner of Axway Software,

whose exchange and digital enablement platforms play an

important role in modernising information systems and opening

them up to digital technology.

With the increasing number of diverse data sources relating to

fundamental changes in use, data is a more valuable to the

company than ever. To increase the value of this data, Sopra Steria

has developed specific know-how and expertise to manage the

exponential growth in data volumes and associated skills (data

science, smart machines, automation, artificial intelligence) by

integrating them in a global solution, securing the data regardless

of its origin (mobile devices, smart objects, data privacy, the cloud,

multimodal and multichannel systems, etc.) and using the data by

means of contextualised algorithms.

Sopra Steria is an independent Group whose founders and

managers control 22.3% of its share capital and 33.6% of its

theoretical voting rights. With 46,000 employees in 25 countries, it

pursues a strategy based on European key accounts.

4.1.1. CONSULTING AND SYSTEMS INTEGRATION –

60% OF 2020 REVENUE

a. Consulting

Sopra Steria Next, the Group’s consulting brand, is a leading

consulting firm. Sopra Steria Next has over40 years’ experience in

business and technological consultancy for large companies and

public bodies, with around 3,400 consultants in France and

Europe. Its aim is to accelerate the development and

competitiveness of its clients by supporting them in their digital

transformation while addressing their sustainability challenges in

keeping with our clients’ Corporate Responsibility policies. This

support involves understanding clients’ business issues using

substantial sector-specific expertise, and then working to design

transformation roadmaps (business processes, data architecture,

The Group’s systems integration offering thus meets the challenges

posed by both the obsolescence and modernisation of information

systems, ensuring optimal flexibility and value creation.

Product lifecycle management (PLM)

CIMPA provides comprehensive expertise via its PLM offering, which

covers all the various facets of PLM services:

PLM strategy creation or optimisation;

deployment of strategy-related tools, processes or methods;

user training and support.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Sopra Steria’s activities

compliance with major French and European regulations

(LPM/NIS, CNIL/GDPR, export control, etc.) is based on the legal

and operational expertise of our consultants;

4.1.2. INFRASTRUCTURE MANAGEMENT AND CLOUD

SERVICES – 10% OF 2020 REVENUE

With over 5,000 experts worldwide and more than 15 years’

experience in developing our outsourcing service centres in Europe

and India, Sopra Steria – a leader in the hybridisation of

information systems and a major player in digital transformation –

provides support for all technological, organisational and

security-focused information system transformation projects, from

consulting to execution, in the IT and cloud infrastructure

management sector.

Application Security: A complete programme for securing

applications, including a “Security by Design” project approach

and a unique code review as a service (CRaaS) production

capacity made possible by our cybersecurity centres;

Cloud Security services: Sopra Steria Cloud Security Services

covers compliance with the frameworks concerned, “secure by

design” principles, application security and overall monitoring of

public cloud and multi-cloud environments;

This area of expertise covers three service categories that are

essential to support information system transformation for our

clients:

Data Security: A comprehensive programme, extending from

business-related risks to protection and surveillance measures,

designed for hybrid environments (legacy, cloud) and leveraging

the best of big data and data science technologies;

Infrastructure and Cloud Services, a comprehensive range of

solutions spanning all customisable services relating to the cloud,

Security Intelligence Centre (SIC): A scalable Security

Operations Centre (SOC) offering that may be used by the

organisations known in France as opérateurs d’importance vitale,

or OIVs (identified by the French state as having activities thatare

vital or hazardous for the population), in line with Sopra Steria’s

certification as an authorised security incident detection service

provider (PDIS) by the ANSSI, the French networks and

information security agency. The leading offering of its kind in

France, this type of SOC combines information management and

artificial intelligence to anticipate, detect, analyse and respond to

cyberattacks as quickly and accurately as possible.

including

CloudAssessment,

CloudMigrationFactory,

CloudArchitecture, CloudEconomics and CloudOps, as well as all

IT services relating to servers, networks, storage and backup, with

the aim of optimising the availability and performance of our

clients’ applications. This is in addition to our hosting services

within our data centres in Europe, which feature ISO 27001 and

HDS (French healthcare data hosting) certification. Our catalogue

of integrated services lets us provide end-to-end management of

our clients’ applications in hybrid environments, as well as

changes to these applications and interconnections with

applications hosted in the cloud.

This comprehensive offering is suited for any environment and

provides a tangible solution for the security issues specific to

industrial systems.

User Experience Services, an intelligent services platform to

better serve our clients’ employees and enhance the effectiveness

of client services, including digital workplace, technological and

business support and AI services.

4.1.4. DEVELOPMENT OF BUSINESS SOLUTIONS –

15% OF 2020 REVENUE

Consulting Services, a set of value propositions for the

co-management and operation of our clients’ transformation

projects, provided across the other service categories listed above.

Sopra Steria offers its business expertise to clients via packaged

solutions in three areas: banks and other financial institutions via

Sopra Banking Software, human resources personnel via Sopra HR

Software, and real estate owners and agents with its property

management solutions. The Group offers its clients the most

powerful solutions, in line with their objectives and representing the

state of the art in terms of technology, know-how and expertise in

each of these three areas.

Combining consulting, architecture and multimodal delivery, our

teams work more specifically on transformation and managed

services projects in private, public and hybrid cloud environments.

At Sopra Steria, we also assist our clients with their strategic

cloud-native, cloud-first or “data centre-less” initiatives.

Sopra Steria deploys and operates proven and customisable

solutions for post go-live optimisation, continuity of service and

data management, ranging from DevSecOps services, live services

and API services to smart data services, in order to ensure reliability

and a high level of application availability.

Sopra Banking Software: Solutions developer for the

financial services industry

Drawing on its technologies and the strength of its commitment,

Sopra Banking Software, a wholly-owned subsidiary of the Group,

supports its clients – financial institutions – all over the world on a

daily basis.

4.1.3. CYBERSECURITY SERVICES

With around 1000 experts and several state-of-the-art cybersecurity

centres in Europe and worldwide (France, United Kingdom,

Singapore, Norway, Belgium, Poland, India), Sopra Steria is a global

player in protecting critical systems and sensitive information assets

for major institutional and private clients.

The customer experience, operational excellence, cost control,

compliance and risk reduction are among the key transformation

priorities for:

banks in Europe and Africa: from direct- and branch-based retail

banks and private banks to microfinance companies, Islamic

financial institutions and centralised payment or credit factories;

Cybersecurity covers six key areas of expertise:

Cyber Resilience, which comprises crisis management

(anticipating or following up on a major security incident) at the

levels of the Executive Committee, Information Systems

Department and CISO, and complex remediation including partial

or complete reconstruction of the IT system;

financing and lending institutions around the world: serving

individuals and companies, the automotive and capital goods

sectors, as well as equipment and real estate leasing and even

market financing.

Governance, Risk and Compliance (GRC): High value-added

With over 5,000 experts and 55 offices worldwide, Sopra Banking

Software addresses its clients’ challenges across all geographies and

in all business areas, covering issues such as communicating new

offerings, the quality of customer relationships, production,

accounting integration and regulatory reporting.

consulting service offerings coupled with GRC solution

integration in order to provide well-equipped security governance

focused on managing business risks. In the area of regulatory

compliance, Sopra Steria’s comprehensive support to ensure

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Sopra Steria’s activities

Solutions

cutting edge of digital technologies, it offers major public and

private sector players in real estate (institutional investors, social

housing operators, property management firms and major users)

the most comprehensive information system available on the

market.

Sopra Banking Software offers two kinds of services: Sopra Banking

Platform, intended to respond to banks’ day-to-day needs, and

Sopra Financing Platform, which specialises in managing financing.

SBP is a banking processing platform that relies on an

Today, Property Management Solutions by Sopra Steria’s teams of

more than 700 experts guide its 457 clients in delivering on their

digital ambitions to improve returns for their real estate assets,

optimise practices, and build better relations with tenants and

service providers, in full observance of laws and regulations.

architecture of independent and pre-integrated business

components. It makes it possible to manage all banking

operations (deposits and savings, management of the loan life

cycle, payments, reporting) and offer innovative features in a

digital and mobile environment;

Property Management Solutions by Sopra Steria adds additional

value through its unique knowledge of business processes in the

sector as well as the co-construction approaches put in place with

its clients.

SFP is a flexible and robust financing management platform able

to deal with all types of financing tools within the framework of

advanced process automation.

These solutions can be used either on-site at the client’s premises,

on the cloud (public or private) or in SaaS mode.

Solutions

Real Estate Solutions by Sopra Steria offers a digital services

platform built around an open, shared real estate reference

framework that accommodates the practices of all players to ensure

a successful user experience.

Services

An end-to-end provider, Sopra Banking Software offers solutions as

well as consulting, implementation, maintenance and training

services. This means that financial institutions are able to maintain

their day-to-day operations while shifting towards greater

innovation and agility, with the aim of securing sustainable growth.

Through its market-leading solutions backed by more than 50 years

of experience in its field, Sopra Banking Software is committed to

working with its clients and staff to build the financial world of the

future.

Services

Property Management Solutions by Sopra Steria supports its clients

with an end-to-end service offering, from consulting to integration

and managed services.

4.1.5. BUSINESS PROCESS SERVICES –

15% OF 2020 REVENUE

Sopra HR Software: a market leader in human resource

management

Sopra Steria offers a full range of business process services (BPS)

solutions: consulting for the identification of target operating

models, development of transition and transformation plans, and

managed services.

Sopra Steria Group also develops human resource management

solutions via Sopra HR Software (a wholly-owned subsidiary of

Sopra Steria). Sopra HR Software is present in 10 countries,

providing comprehensive HR solutions perfectly suited to the needs

of human resources departments. Sopra HR Software currently has a

workforce of 1,800 people and manages the payrolls of

900 clients with over 12 million employees.

Today, our BPS offering goes hand in hand with digital

transformation. Digital technologies have opened up opportunities

for improving key business processes in all organisations. Whether

they involve robotics, chatbots, automatic natural language

processing (NLP) or artificial intelligence (AI) more widely, digital

technologies can streamline the execution of processes, cut their

costs and lead to new approaches.

Sopra HR Software is a partner for successful digital transformation

of companies and anticipates new generations of HR solutions.

Solutions

Sopra Steria has forged relationships with major providers of digital

solutions for BPS. Furthermore, we enjoy a strong presence in the

technology ecosystem, both in France and worldwide. We thus have

access to a dynamic network of partners as well as a singular ability

to identify innovative solutions owing to our connections with the

world of technology startups. We combine our own platforms with

those of our technology partners to provide the right level of

innovation within our design/production/operation services. Our

specialised design teams work to ensure the best possible client

experience for end-users and we offer our clients ways to

considerably improve process efficiency by leveraging intelligent

automation and machine learning. Thanks to our technology assets,

we are helping to develop tomorrow’s operating models.

The Sopra HR Software offerings are based on the most innovative

business practices and cover a wide range of functions, including

core HR, payroll, time and activity tracking, talent management,

staff experience, and HR analytics. The offering is based on two

product lines, HR Access

and Pléiades , aimed at large and

medium-sized public or private organisations in any sector and of

varying organisational complexity, irrespective of their location.

Within Sopra HR Lab, the Group anticipates the best of new HR

solutions.

Services

Sopra HR Software, a comprehensive service provider, offers a

number of services linked to its solution offering. Sopra HR Software

supports its clients throughout their projects, from consulting

through to implementation, including staff training, maintenance

and business process services (BPS).

Sopra Steria employs many consultants and practising professionals

with expertise in BPS and the digital sector. They help organisations

make the best use of new digital technologies to transform their

activities, from their operating models to their processes and

end-user services. Our ability to handle transformation in both its

human and business dimensions allows us to support our clients

wherever their digital journey takes them, helping them to move

from a theoretical perspective on possible solutions to a focus on

specific technologies. We eliminate inefficient practices, reorganise

tasks and improve results for each activity entrusted to us, whether

it involves individual business processes or highly complex shared

services. Added to this is the experience of our employees in change

Sopra HR Software implements its own solutions either on-premise

or in the cloud and also offers a wide range of managed services.

Property Management Solutions by Sopra Steria: The

leading name in digital transformation for Property

Management

Sopra Steria is the leading developer, distributor, integrator, and

service manager of property management software in France. At the

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Sopra Steria’s activities

management, which is essential to the success of any

transformation. In the various BPS areas, we can provide the services

ourselves or work in tandem with the client’s personnel to carry out

the engagement. In these cases, we invest in these individuals to

help them become more effective and productive, sharing our best

practices with them.

availability, security and performance, which require suppliers to

have full command of the technologies and processes implemented,

as well as a thorough understanding of their different clients’ core

businesses.

For optimal service, companies operating in this sector must align

their capacities with the pace of production and optimise their

processes and information systems while also improving

profitability. Digital continuity and the ability to manage the

product life cycle, from design to manufacture and after-sales

services, are crucial. Sopra Steria’s acquisition in 2015 of CIMPA, a

specialist in product lifecycle management, makes total sensein this

context particularly as it was followed in 2017 by the acquisition of

2MoRO, extending the Group’s offering in aerospace maintenance

activities.

Sopra Steria operates two of the largest shared service centres in

Europe, taking charge of multiple business processes each day on

behalf of end-clients.

4.2. Business expertise at the heart of

our strategy

Sopra Steria has chosen eight major vertical markets that constitute

its areas of excellence and make up 90% of revenue. The Group has

a comprehensive offering in each of these fields, meeting the

specific challenges of its clients.

To meet these challenges, Sopra Steria’s expertise comes into play

in such critical areas as industrial efficiency, manufacturing and

particularly the shop floor, supply chain, on-board systems and air

traffic control.

4.2.1. BANKING – 26% OF 2020 REVENUE

b. Defence

In a tense geopolitical context, marked by the rise of new threats to

states (cybercrime, terrorism, etc.), defence departments must

improve their effectiveness while taking into account budgetary

constraints. It has become essential to optimise the interoperability

and security of critical operational systems for exchanging real-time

information.

The banking and financial services sector has entered a new era,

that of Open Banking. Client demands and regulatory pressures are

constantly increasing and new market entrants (fintech companies,

the “Big Four” tech companies, retail and telecoms players, etc.) are

helping to accelerate transformations in this ecosystem, moving it

toward greater openness, a paradigm shift often referred to as the

Open Banking revolution.

With over 40 years’ experience in supporting the military in Europe,

Sopra Steria combines pragmatism and innovation, thanks to

powerful technological and process solutions:

Faced with these new challenges, Sopra Steria aims to be a partner

for banks, helping to facilitate and accelerate this transformation.

interoperability and security of military systems;

With three core areas of expertise – understanding of the banking

sector, its clients and the most innovative technologies – the Group

offers powerful and agile software solutions, as well as their

application by means of value-added use. The Group and its

subsidiary Sopra Banking Software provide comprehensive solutions

and turn changes in the banking world into opportunities fortheir

clients, whether in risk management, regulatory compliance, data

protection, improving the customer experience, optimising

performance, delivering differentiation or identifying new sources of

income.

efficiency and overall effectiveness of the armed forces;

efficiency of the military supply chain (supply chain

management);

reliability of operational information and communication systems;

control over costs and the complexity of ensuring compliance for

command and control systems.

c. Homeland security

Sopra Steria supports public authorities in meeting the challenges

of homeland security. The Group operates in 24 countries, serving

many different organisations: police, emergency services, border

control, justice, customs and homeland security services.

4.2.2. PUBLIC SECTOR – 25% OF 2020 REVENUE

Faced with new expectations from civil society and businesses, the

need to optimise their expenditure, the obligation to keep up with

regulatory changes and driven by a wave of reforms, public sector

entities are continuing the broad-based transformation of their

activities, organisations and the services offered to their users.

Sopra Steria carries out large-scale, complex and critical projects on

behalf of these organisations, concerning:

survey management and information processing;

When digital technology is a force for change, Sopra Steria

provides solutions in two main categories: (i) the digitisation of

government services, the re-engineering of processes and, more

generally, the modernisation of business-specific information

systems via digital transformation programmes, and(ii) the pooling

of support functions for central government agencies, local

authorities, and key providers in the health and welfare sectors.

road safety;

automation of command and control solutions;

management of identity documents, security credentials, and civil

and criminal biometrics;

modernisation of court- and prison-related administration;

intelligent, distributed computer systems;

infrastructuresecurity;

As a result, public sector organisations can ensure that they meet

their targets and priorities at the lowest cost, while giving their

information system the agility it requires to meet the high

expectations from civil society and agents.

mobile technologies to optimise operations on the ground.

In addition, the Group has developed innovative solutions specific to

the security sector, to meet the challenges and requirements of

clients in this field (biometrics, mobile technology, fingerprint and

genetic footprint search engines, implementing secure cloud

solutions etc.).

4.2.3. AEROSPACE, DEFENCE AND HOMELAND

SECURITY – 16% OF 2020 REVENUE

a. Aerospace

The aeronautics and space sector is a particularly fertile ground for

innovation. It is subject to constraints regarding reliability,

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Sopra Steria’s activities

Core media business: taking up new models, such as SVOD,

AVOD, content aggregation, targeted advertising and 4K;

4.2.4. ENERGY AND UTILITIES – 6% OF 2020

REVENUE

Core gaming business: customer retention and churn, fraud

reduction and control over cash flows, compliance with

regulations, digitisation of distribution channels.

In response to the European Union’s target of becoming

carbon-neutral by 2050, companies in the energy sector face the

need to:

limit their own environmental impacts and those of their clients;

4.2.6. TRANSPORT – 5% OF 2020 REVENUE

take advantage of increasingly cost-competitive renewable energy

The transport sector is undergoing far-reaching changes and must

meet new challenges: growing international and urban traffic, new

modes of transport (carpooling, low-cost operators, long-distance

buses, free-floating systems for car, bike and scooter sharing, to

name a few), the inescapable renovation of ageing networks, while

preparing for the opening to competition and the arrival of new

digital players (Google, Uber, BlaBlaCar, etc.).

sources, take on the industrial challenge of low-carbon nuclear

energy and develop energy storage solutions;

adapt transportation and distribution networks to the energy

transition;

expand and enrich their portfolios of products and services;

align themselves with European stimulus plans associated with

the EU’s Green Deal.

Faced with these major challenges, the transport sector must strive

to provide door-to-door, multimodal services (rail and underground,

bicycles, taxis, buses, scooters) with a low carbon footprint,

adopting a passenger-centric approach.

In a context of strategic choices to be made between integration

and specialisation, investment priorities focused on the regulated

arena or the competitive sector, and the extent of

internationalisation, digitisation is fast becoming the inevitable

route to step up transformation for players in this sector.

In transport, our aim is to be the digital transformation partner for

the main players across the three key business dimensions of their

value chain: innovation in the passenger experience to achieve

greater simplicity and fluidity, operational management of resources

to ensure more robust offerings, and better use of capital assets

(fleets, infrastructure).

Sopra Steria supports energy suppliers and utilities in their strategic

responses to trends affecting a number of areas:

experience and client acquisition: reinventing customer relations

and designing new services;

Our ambition is also to be a recognised player in mobility

ecosystems: mobility platforms, autonomous shuttles/vehicles, and

smart cities.

optimisation of asset performance: controlling operating costs

and securing performance;

modernisation of networks: accompanying the decentralisation

and the digitisation of energy networks;

Sopra Steria has developed business know-how in all of these fields

based on four main themes:

platform company: organising, sharing and creating value from

data and processes across the company and its ecosystems;

infrastructure management: asset management, preventive and

predictive maintenance (e.g.industrial IoT), factory 4.0 or factory

of the future, maintenance of aeroplanes and rolling stock,

mobility, paperless records, etc.;

transformation and resilience of organisations: facilitating

changes in organisations and business lines to promote agility.

traffic management: from timetable design to transport planning,

rolling stock management, and supervision of rail, road and air

traffic;

4.2.5. TELECOMS, MEDIA AND ENTERTAINMENT

– 4% OF 2020 REVENUE

The telecoms, media and entertainment sector is at the centre of

the digital revolution, for two reasons:

passenger experience: mobile ticketing, boarding and access

control, passenger information, and new services in stations and

airports;

it supports the digitisation of all the other verticals, in particular

by feeding the data collected from billions of objects to

algorithms;

transport services tailored to smart cities: mass transit, sustainable

urban logistics, multimodal urban mobility services (MaaS),

collaborative mobility management.

it also serves as the testing ground for the implementation of

new technologies and uses as part of a platform-based business

model.

Its digital expertise is recognised in the world of transportation,

particularly as regards transportation big data expertise,

management of connected objects, consulting and factory

migration to cloud solutions, and of course artificial intelligence.

Sopra Steria serves the transformation goals of its clients in relation

to the following main challenges:

Sopra Steria is one of Europe’s top 10 digital services companies in

business and information system transformation for major clients in

the rail, urban transport, postal services and aviation sectors.

Deployment of new infrastructures: fibre and 5G to help

meet countries’ industrial requirements by providing them with

very high-speed fixed and mobile connectivity;

Infrastructure management:moving from a configurable to a

programmable approach for essential infrastructure, such as the

cloud, SDN/NFV and most recently 5G;

4.2.7. INSURANCE – 5% OF 2020 REVENUE

The insurance sector is fiercely competitive due to the increasing

standardisation of offers, structurally low long-term interest rates

and the escalating regulatory burden. At the same time, clients, and

particularly millennials, are exhibiting new behaviours, with a shift in

expectation toward the hyper-personalisation of products and

services.

Automation: so that the company is able to interact in real time,

in particular thanks to AI, with all members of its ecosystem

(customers, suppliers, partners, employees, infrastructures);

Greater business agility: making it easier to readapt, readjust

and realign the company and its organisational structures to

better seize new opportunities and also to further improve the

engagement of managers and their teams in service of clients;

In this increasingly competitive global context, leading insurers

continue to look to consolidation and transformation as the way

forward. To set themselves apart, they are developing extended

services and are taking into account the new risks associated with

Digitisation of services: laying down the fundamentals of the

platform-based business, thus moving to fully digital and

end-to-end solutions, from client to infrastructure;

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Strategy and objectives

use (as opposed to ownership) of property, the rise of service

business models, the sharing economy and cybersecurity.

to innovate to meet consumer demand for immediate and flexible

services.

Sopra Steria offers its clients a comprehensive solution for the

implementation of new business models, support for strategic plans

and digital transformation to put in place a platform-based

approach, seen as essential to open the business and its information

system to new partnerships and services across an extended value

chain.

Sopra Steria assists retailers with their digital transformation and

has developed knowledge and experience in multi-channel

commerce, optimisation of logistics chains and understanding client

needs. In this way, the business processes and information systems

of these companies become a lever for performance.

4.3. Research and Development

in Solutions

The Group has continued its RD efforts, investing 130.5 million

in 2020 (versus 109.3 million in 2019) in developing and

expanding its business solutions. These are gross amounts and do

not take into account funding related to the French RD tax credit

(CIR).

4.2.8. RETAIL – 3% OF 2020 REVENUE

Retailers face a challenging business environment as well as

profound and continual changes in the shopping habits of

customers, who increasingly use digital technology. To remain

competitive, transformation is essential. The aim is to secure and

better manage retail business practices while offering a real ability

Strategy and objectives

CONCLUSION:

5.1. Corporate plan reaffirmed

despite the Covid-19 crisis

The Covid-19 crisis and its economic consequences have prompted

the Group to think about the new outlook for its market and

reassess the relevance of its corporate plan for the years ahead.

Within this context, while at the operational level the Group may

need to temporarily limit growth in its resources and redistribute

them according to how the situation develops in different business

sectors, on a strategic level, the Group has reaffirmed its corporate

plan, is continuing with its transformation, and is ready to adopt an

aggressive acquisition policy.

MARKET OUTLOOK:

Although it has inevitably curbed IT investment in the short to

medium term in the hardest hit sectors (tourism/hotels/restaurants,

events, transportation and the aeronautics industry, in particular),

the crisis has highlighted the extent to which digital technology

helps to make companies and public authorities resilient, ensuring

that their processes continue to operate, maintaining their abilityto

interact with their entire ecosystem (particularly for the selling and

provision of remote services) and improving their operating

performance.

5.2. Strong and original positioning

in Europe

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 health, organisational and economic effects of the crisis are

tending to push many companies and public authorities – apart

from in the most severely affected sectors – to step up their digital

transformation by focusing in the short to medium term on the

projects that are most important to ensuring their resilience, in

particular migrating IT systems to the cloud and

digitisation/automation of processes.

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;

However, the need to keep their budgets balanced could prompt

some, for the duration of the crisis, to postpone certain projects

based on breakthrough innovation and reduce the cost of running

their processes and legacy systems to the bare minimum.

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

Furthermore, all company stakeholders are continuing to raise their

expectations in terms of corporate social responsibility, a trend that

has been amplified by the Covid-19 crisis, primarily on a social level

but also with respect to the environment.

regions where it operates and its ability to meet core business

requirements without taking the prescriptive approach favoured

by certain global providers;

a strong European footprint with numerous locations in many of

Lastly, the difficulties encountered by a certain number of specialist

and/or medium-size operators in coping with the crisis are likely to

result in acceleration in the consolidation process, which could

“reshuffle the cards” among digital services companies and

software developers.

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.

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Strategy and objectives

Lastly, the Group’s mission statement – formally adopted in 2019 –

reflects both its values and its desire to help meet the sustainable

development goals of its stakeholders and society at large:

“Together, building a positive future by making digital work for

people.”

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.

Digitisation of offerings and business model adaptation

The Group is gradually adapting its solutions 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).

5.3. Confirmed objectives and priority

action areas

5.3.1. DEVELOPMENT OF SOLUTIONS

The Group, currently France’s number-two enterprise software

developer, confirms its medium-term target of bringing the share of

its solution development and integration activities to 20% of its

revenue. 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 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;

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.

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;

5.3.2. DEVELOPMENT OF CONSULTING ACTIVITIES

presenting new end-to-end approaches: providing strategic

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 bringing the share of these activities to

15% of revenue. 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. Consulting will thus spearhead the digital

transformation of business lines and information systems for the

Group’s clients, while positioning its other IT services activities

within an end-to-end approach to this transformation. The priorities

in this area are upstream consulting (e.g.digital strategy, operating

strategy, IT strategy), digital expertise and business expertise ineach

vertical market, especially in financial services. The notoriety 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.

support for platform-based transformations at 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.

Technology assets

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 tofunction

in hybrid cloud environments:

5.3.3. ACCELERATION IN DIGITAL TECHNOLOGY

Sopra Steria has successfully completed numerous digital projects.

Its experience has allowed it to offer a holistic approach to digital

transformation to the market, based on a series of best practices,

with the ultimate goal of creating the “platform company”.

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;

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;

implementation accelerators for new digital technologies (smart

machines, AI/machine learning, blockchain, IoT, etc.);

strengthening its technology assets;

digital factories to enable service offerings combining consulting

transforming its operating models;

and software (e.g. migrating information systems to the cloud).

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Strategy and objectives

Transformation of operating models

5.3.4. TARGETING OF SPECIFIC VERTICALS

The Group is gradually changing the operating model for its services

and RD activities (by integrating its aforementioned technology

assets):

Focused business development

To support the positioning it has in view, the Group is continuing its

policy targeting specific vertical markets, key accounts and business

areas in all countries where it operates.

extensive experience with agile projects (including many in

collaboration with offshore and nearshore centres);

There are eight priority verticals that currently account for the

majority of revenue: Financial Services, Public Sector, Aerospace,

Defence Homeland Security, Energy Utilities, Telecoms Media,

Transport, Insurance, and Retail.

rollout of processes and resources (software and digital factories)

for industrialisation, automation and reusable components

developed to boost productivity and quality for IT services and

RD activities.

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.

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;

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 are eligible for

corporate investment or external growth transactions. This is the

case in particular for Financial Services and Defence Homeland

Security.

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 RD teams).

Skills development

To accompany its transformation, the Group is making a

considerable effort to train its employees and managers:

End-to-end vertical offerings

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.

expansion of its training offering: introductory and more

advanced courses on all digital/cloud technologies, training on

new digital practises 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.

Particular emphasis is placed on the financial services vertical, for

which the Group offers comprehensive responses to productivity

issues and the challenges brought about by “platformisation” 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.

Innovation

Numerous initiatives are being encouraged to promote and enhance

innovation, such as the Group’s digital champions keeping an eye

on technology advances and uses, innovation imperatives assigned

to project teams, internal innovation competitions to develop new

digital uses, hackathons open to clients and partners, as well as

platforms for digital demonstrations, brainstorming, co-design,

rapid development and technology intelligence open to clients,

employees and partners (DigiLabs at all the Group’s major locations

and a Next centre at its registered office), etc.

5.3.5. ACQUISITION STRATEGY

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 Covid-19 crisis. In this

context, it will be able to carry out larger acquisitions.

Ecosystem of partners

Special efforts are being made to establish targeted partnerships

with leading players in the digital ecosystem by vertical and by

major technology area (startups and niche players, institutions of

higher education and research laboratories, top software

development companies, tech giants, etc.). It is within this

framework that a strategic partnership has been forged with Axway.

5.3.6. INTEGRATING THE GROUP’S CSR AMBITIONS

INTO ITS STRATEGY

To fulfill the mission it has adopted, achieve the targets set in this

regard and respond to its clients’ growing demands, the Group is

gradually factoring social and environmental concerns into its

strategy in three main areas:

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.

Digital ethics: Sopra Steria promotes a responsible approach in

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 as the most

innovative in the market, applying a corporate venturing approach.

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.

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2020 Full-year results

This plan is set within an upbeat market for digital services, which

have been boosted for several years now by demand for digital

transformation on the part of businesses and institutions looking to

increase their resilience.

5.4. Medium-term strategic objectives

Sopra Steria’s strategy is built around its independent corporate

plan focused on sustainable value creation for its stakeholders. This

European plan is underpinned by expansion through organic and

acquisition-led growth. Its goal is to generate substantial added

value by harnessing a comprehensive range of powerful consulting

and software solutions deployed using an end-to-end approach and

capitalising on our combined technology and sector-specific

expertise.

Within this context, over the medium term, Sopra Steria is targeting

compound annual organic revenue growth of between 4% and 6%,

an operating margin on business activity of around 10%, and free

cash flow of between 5% and 7% of revenue.

2020 Full-year results

In parallel, Sopra Steria continued to implement its strategic

plan:product development for Sopra Financing Platform and Sopra

Banking Platform, shifting activities in the United Kingdom to a

platform-based model, building up the Sopra Steria Next consulting

brand, industrialisation, and targeted acquisitions to reinforce

insurance activities in France and in digital banking for Sopra

Banking Software. A plan aimed at achieving zero net emissions by

2028 was also announced.

6.1. Comments on 2020 performance

2020 was marked by two exceptional events: the Covid-19

pandemic starting in March, and a cyberattack in October. These

two events had a significant impact on the Group’s business activity.

Measures imposing lockdowns and restricting people’s movement

led to a decline in business under existing contracts and new orders.

The aeronautics and transport industries, in particular, contracted

between 20% and 30% starting in the second quarter. The response

to the cyberattack involved information and production systems

being unavailable to varying degrees over a period of several weeks

in the fourth quarter. The negative impact on 2020 business activity

of these two events is estimated at around 10 points of growth. The

cyberattack itself had a negative 1 point impact on revenue and a

negative 0.2 point impact on the operating margin on business

activity.

DETAILS ON 2020 OPERATING PERFORMANCE

Consolidated revenue totalled 4,262.9 million, down 3.9%.

Changes in scope had a positive impact of 76.1 million, and

currency fluctuations had a negative impact of 33.5 million. The

negative organic growth in revenue came to 4.8%. Excluding

exceptional items, Q3 and Q4 showed an improvement in business

activity compared with the low point observed in Q2.

In spite of this challenging context, Sopra Steria was highly

resilient. The negative organic growth in revenue was limited to

4.8%. The decline in the operating margin on business activity was

limited to 1 point and free cash flow was highly resilient, at 203.5

million, although it was boosted by the favourable impact of

around 50 million in non-recurring items. In addition, at 31

December 2020, average consultant downtime had returned to

normal levels.

Operating profit on business activity came to 300.2 million

(354.3 million in 2019), equating to a margin of 7.0% (8.0% in

2019).

The France reporting unit (39% of the Group’s revenue)

generated revenue of 1,655.6 million, representing negative

organic growth of 10.2%. It was particularly affected by external

factors (pandemic and cyberattack) due to the structure of its

activity and the significance of the aeronautics sector (20% of the

reporting unit’s revenue in Q1 2020; revenue down 20%

year-on-year). Conversely, the public sector was highly resilient: the

defence and government vertical markets showed strong gains

while social services (job centres, health insurance, etc.) contracted

slightly. Against this backdrop, operating profit on business activity

came to 6.8% in 2020 (9.7% in 2019). Excluding exceptional items,

the second half of the financial year showed an improvement in

business activity, suggesting a gradual recovery in performance may

be expected in 2021. The aeronautics sector showed signs of

stabilising. Consultant downtime returned to normal levels. Hiring

resumed.

The resilience the Group has shown is due to several factors.

First of all, recurring activities (business process services, IT

infrastructure management, application maintenance and software

maintenance) make up around 40% of revenue. Next, the Group’s

sales strategy focuses on clients it has identified as strategic, which

are mainly large accounts and public authorities (the public sector

makes up around 30% of revenue). Lastly, the Group’s team spirit

and entrepreneurial culture facilitated rapid decision-making and

measures to adapt to a changing environment. Cost-saving plans,

for example, were rapidly launched.

Particular attention was paid to human resource

management. Keeping staff informed and social dialogue were a

fundamental priority. The use of state aid programmes was limited

and responsible. The Group’s priority was preserving skills and jobs,

especially in the sectors most affected by declines in business

activity, thanks to training and internal mobility.

The United Kingdom (16% of the Group’s revenue) was highly

resilient, with revenue of 699.8 million, representing positive

organic growth of 1.9%. This growth was driven by the strong

performance achieved by the two joint ventures specialising in

business process services for the public sector (NHS SBS and SSCL).

They posted revenue of 339.3 million, representing average

organic growth of 16.0%. The defence security and government

sectors proved fairly resilient. The private sector, on the other hand,

was under pressure, although new promising contracts were won,

in particular in the banking sector. The operating margin on

business activity improved to 8.0% (7.3% in 2019).

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

2020 Full-year results

The Other Europe reporting unit(29% of Group revenue) posted

organic revenue growth of 2.3% to 1,249.0 million. Growth was

brisk in Scandinavia and Belgium, while the other countries saw

slightly negative growth. In addition, revenue generated by Sopra

Financial Technology (204.9 million) for operating the information

system of the Sparda banks in Germany was up 16.9%. The

operating margin on business activity improved in virtually every

country in the reporting unit, totalling 8.1% compared with 6.7% in

2019.

6.3. Proposed dividend in respect

of financial year 2020

At its meeting of 25 February 2021, the Board of Directors of Sopra

Steria Group decided to propose at the General Meeting of the

Shareholders to be held on 26 May 2021 that a dividend of 2.00

per share be distributed. The ex-dividend date will be 1 June 2021.

The dividend will be paid as of 3 June 2021.

Revenue for Sopra Banking Software (10% of Group revenue)

came to 421.6 million, an organic contraction of 9.1%. Licence

sales proved highly resilient while services saw a deterioration,

particularly during the lockdown period in the first half of the year.

The second half of the year (-7.3%) showed a relative improvement

with more limited negative growth than in the first half (-10.9%).

The year was especially noteworthy for the Group’s adherence to its

product development plan (for both Sopra Banking Platform and

Sopra Financing Platform) and the first signs of improvement in

project margins, in line with the goal of gradually returning to a

double-digit margin. Operating profit on business activity came to

10.5 million (versus 4.9 million in 2019), equating to a margin of

2.5%.

6.4. Workforce

At 31 December 2020, the Group’s workforce totalled 45,960

people (46,245 at 31 December 2019), with 17.6%% working

in X-Shore zones.

6.5. Social and environmental

footprint

Sopra Steria sees its contribution to society as sustainable,

human-focused and purposeful, guided by the firm belief that

making digital work for people is a source of opportunity and

progress.

The Other Solutionsreporting unit (6% of Group revenue) posted

revenue of 236.9 million, representing negative organic growth of

8.9%. This change resulted from a decline in licence sales and the

postponement of certain project launches. Following a significant

improvement in the second half of the year (12.7% versus 5.0% in

the first half), the operating margin on business activity for the full

year came to 8.8% (versus 15.7% in 2019).

On 8 December 2020, CDP confirmed 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

fourth year in a row. The Group stepped up its ongoing climate

commitments in 2020 with the announcement of its target of

achieving zero net emissions by 2028. Since 2015, Sopra Steria’s

annual reduction in its greenhouse gas emissions has been aligned

with this trajectory.

6.2. Comments on the components

of net profit attributable to

the Group and Financial position

at 31 December 2020

Profit from recurring operations totalled 261.2 million. It

included a 4.2 million share-based payment expense and a 34.8

million amortisation expense on allocated intangible assets.

The Group also continued to increase the number of women in its

workforce in 2020. The proportion of women, excluding theimpact

of acquisitions during the year, went from 32.0% to 32.5% thanks

to an increase in women among new recruits (34.0% of new hires

versus 33.1% in 2019). This change should be viewed within the

context of the proactive policy aimed at gradually increasing the

number of women in senior management positions and the target

set to have women make up 30% of the Executive Committee by

2025.

Operating profitwas 202.3 million after a net expense of 58.9

million for other operating income and expenses (compared with a

net expense of 31.0 million in 2019), including expenses of 15.6

million attributable to additional costs arising from Covid-19 and

5.3 million related to the impact of the cyberattack.

6.6. Acquisition and external growth

transactions

The tax expensetotalled 60.4 million, for an effective tax rate of

34.1%.

SAB

On 7 August 2020, the remaining 30% stake in SAB not yet held by

the Group was acquired by Sopra Steria from SAB’s minority

shareholders.

The share of profit from equity-accounted companies(mainly

Axway Software) was 2.3 million (1.8 million in 2019).

After deducting 12.2 million in minority interests, net profit

attributable to the Group came to 106.8 million (160.3

million in 2019).

Sodifrance

On 16 September 2020, Sodifrance was added to Sopra Steria’s

scope of consolidation. Following the acquisition of a 94.03%

controlling interest in the share capital, a public tender offer and

compulsory delisting were carried out at the price of 18 per share .

The Sodifrance shares were delisted from Euronext Paris on 18

November 2020.

Basic earnings per sharecame to 5.27 (7.92 in 2019).

Free cash flow was very strong, at 203.5 million (229.3 million

in 2019). The free cash flow conversion rate with respect to

operating profit on business activity, remained stable at 51%.

Net financial debt totalled 425.6 million, down 17.2% from its

level at 31 December 2019. It was equal to 29.4% of equity (36.1%

at 31/12/2019) and 1.1x pro forma EBITDA for 2020 before the

impact of IFRS 16 (with the financial covenant stipulating a

maximum of 3x).

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Group organisation

Sopra Steria Group’s governance consists of a Board of Directors,

Chairman, Chief Executive Officer and Deputy Chief Executive

Officers.

Members of the Sopra Steria Executive Committee:

Vincent Paris, Chief Executive Officer;

John Torrie, Deputy Chief Executive Officer;

The organisation is supported by a permanent operational and

functional structure as well as temporary structures for the

management of particular deals and projects.

Laurent Giovachini, Deputy Chief Executive Officer;

Eric Pasquier, Sopra Banking Software;

Pierre-Yves Commanay, Continental Europe;

Sopra GMT, the holding company that takes an active role in

managing the Group, takes part in conducting Group operations

through:

Cyril Malargé, Chief Operating Officer;

Xavier Pecquet, Key Accounts and Partnerships, Vertical Aeroline;

its presence on the Board of Directors and the three Board

Jean-Claude Lamoureux, Sopra Steria Next (Consulting);

committees;

Urs Kraemer, Germany;

a tripartite assistance agreement entered into with Sopra Steria

John Neilson, United Kingdom;

and Axway, concerning services relating to strategic

decision-making, coordination of general policy between

Sopra Steria and Axway, and the development of synergies

between these two companies, as well as consulting and

assistance services, particularly with respect to finance and

control.

Étienne du Vignaux, Finance;

William Ferré, Industrial Approach;

Yvane Bernard-Hulin, Legal;

Fabienne Mathey-Girbig, Corporate Responsibility and Sustainable

Development;

9.1. Permanent structure

Christophe de Tapol, Strategy;

Mohammed Sijelmassi, Technology;

The Group’s permanent structure is composed of four operational

tiers and their associated functional structures.

Jean-Charles Tarlier, Human Resources Development.

Other committees overseen by Executive Management

9.1.1. TIER 1: EXECUTIVE MANAGEMENT AND THE

EXECUTIVE COMMITTEE

The Group Operating Committee consists of the members of the

Executive Committee and 18 operational directors for countries or

subsidiaries. Four of its members are women.

Executive Management is represented by the Chief Executive Officer,

the Deputy CEOs and the Chief Operating Officer.

The Group Management Committee consists of the members of the

Group Operating Committee, together with 18 operational directors

and functional directors of the Purchasing, Internal Control,

Industrial, Finance, Real Estate, Marketing and Communications,

Investor Relations and Human Resources functions. Eight of its

members are women.

Members of Executive Management as at

31 December 2020:

Vincent Paris, Chief Executive Officer of Sopra Steria Group;

John Torrie, Deputy Chief Executive Officer of Sopra Steria

Group;

9.1.2. TIER 2: SUBSIDIARIES OR COUNTRIES

Laurent Giovachini, Deputy Chief Executive Officer of Sopra Steria

Group.

These are the main operating entities. Their scope corresponds to

one of the following:

The Executive Committee (ExCom) consists of Executive

Management and the heads of the main operating and functional

entities.

a specific line of business (consulting and systems integration,

development of business solutions, infrastructure management

and cloud services, cybersecurity services and business process

services);

The 17 members of Sopra Steria Group’s Executive Committee

supervise the Group’s organisation, management system, major

contracts and support functions and entities. They are involved in

the Group’s strategic planning and implementation. Two of its

members are women.

geographic area (country).

These entities are managed by their own Management Committee,

comprising in particular the Director and management of

tier 3 entities.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

BUSINESS OVERVIEW ANDꢀSTRATEGIES

Group organisation

These centralised functions ensure Group-wide consistency.

Functional managers transmit and ensure commitment to the

Group’s core values, serve the operational entities and report

directly to Executive Management.

9.1.3. TIER 3: DIVISIONS

Each country or subsidiary is made up of divisions based on two

criteria:

vertical market;

The Group’s functional structures standardise management rules

(information system resources, IT systems, financial reporting, etc.)

and monitor the application of strategies and rules. In this manner,

they contribute to overall supervision and enable the operational

entities to focus on business operations.

geographic area (region).

9.1.4. TIER 4: BUSINESS UNITS

Each division is made up of business units, which are the

organisation’s primary building blocks. They operate as profit

centres and enjoy genuine autonomy. They have responsibility for

their human resources, budget and profit and loss account.

Management meetings focusing on sales and marketing strategy

and human resources are held weekly, and the operating accounts

and budget are reviewed on a monthly basis.

9.1.7. A SOLID, EFFICIENT INDUSTRIAL

ORGANISATION

Sopra Steria manages complex and large-scale programmes and

projects in a market where delivery commitments are increasing and

becoming globalised. The Group has an increasingly wide range of

skills to support multi-site projects that generate strong gains in

productivity with delivery models that guarantee clients an optimal

cost structure.

The diagram below illustrates the four main tiers of the ongoing

structure:

Sopra Steria applies an industrial production approach, supported

by five levers:

production culture: transmission of know-how and expertise in

the field;

choice of personnel: human resources are central to the

approach, providing training, support and improved skills for

each employee;

organisation: the Industrial Department and its representatives in

the business units control production quality and performance,

identify and manage risks, support project managers and roll out

industrialised production processes;

state-of-the-art industrial-scale foundation: the Delivery Rule Book

(DRB), the Digital Enablement Platform (DEP) and the Quality

System across the Group’s various entities;

global delivery model: rationalising production by pooling

resources and expertise within service centres, with services

located based on the needs of each client (local services and skill

centres in various entities, shared service centres nearshore in

Spain, North Africa and Poland, and offsore shared service

centres in India.

9.1.5. OPERATIONAL SUPPORT FUNCTIONS

The operational organisation is strengthened by operational support

entities responsible for managing major transformations:

9.2. Temporary structures for specific

deals and projects

the Key Accounts and Partnerships Department (DGCP),

responsible for promoting the Key Accounts policy and

developing relations with partners. The role of this department is

to coordinate the commercial and production approaches for our

major clients, particularly when different entities are involved;

The Group’s organisation must retain flexibility in order to adapt to

changes in its markets and ensure the successful completion of

projects.

These are handled by temporary teams:

the Digital Transformation Office (DTO), responsible for designing

and managing the Group’s digital transformation. It also

manages the Group’s innovation approach;

within the entities;

under the authority of a pilot entity, established to leverage

synergies across several entities.

the Industrial Department, responsible for industrialising working

methods and organising subcontracting on X-shore platforms. It

also checks that projects are properly executed.

Each project is organised and carried out in order to meet

fundamental objectives: client service, business success, and

contribution to the overall growth of the Group.

Depending on their particularities (size, area of expertise,

geographic area covered), large-scale projects can be managed at

the business unit, division, subsidiary/country or Executive

Management level. Certain large projects requiring the resources of

several business units may involve the creation of a division.

9.1.6. FUNCTIONAL STRUCTURES

The functional departments are the Human Resources Department,

the Marketing and Communications Department, the Corporate

Responsibility and Sustainable Development Department, the

Internal Control Department, the Finance Department, the Legal

Department, the Real Estate Department, the Purchasing

Department, and the Information Systems Department.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Risk factors

1.1. Risk identification and assessment

The identification and assessment of risks and monitoring of the

implementation of associated mitigation plans are conducted on a

continuous basis by the various operational and functional

departments using the Group’s management system, as described

in Section 3.3.2 of this chapter. These help with the preparation

and yearly updating of the Group’s risk mapping. This risk mapping

covers all internal and external risks and includes both financial and

non-financial issues. It is coordinated by the Internal Control

Department. The main operational and functional managers are

involved through interviews and validation workshops. The results

were reviewed and approved by Executive Management and

presented to the Audit Committee of the Board of Directors.

certain in terms of likelihood; and low, moderate, significant, critical

in terms of impact. The time frame used is five years. Specific

mapping for corruption and influence-peddling risks and risks

relating to duty of vigilance are taken into account in this general

risk mapping.

The most significant risks specific to Sopra Steria are set out below

by category and in decreasing order of criticality (based on the

crossover between likelihood of occurrence and the estimated

extent of their impact), taking account of mitigation measures

implemented. This presentation of net risks is not intendedto show

all Sopra Steria’s risks. The assessment of this order of importance

may be changed at any time, in particular due to new external

factors, changes in operations or a change in the effects of

mitigation measures.

This exercise consists of identifying the risks that could limit Sopra

Steria’s ability to achieve its objectives, as well as assessing their

likelihood of occurrence and their impact should they occur, on a

financial, strategic, operating and reputational level. Risks are

assessed on a scale of four levels: very low, low, possible, almost

For each risk, a description is provided explaining in what ways it

could affect Sopra Steria as well as the risk managementmeasures

put in place, i.e. governance, policies, procedures and controls.

1.2. Summary overview of risk factors

The table below shows the results of this assessment in terms of net importance on a scale of three levels, from least important (+) to most

important (+++).

Category/Risk

Materiality

Risks related to strategy and external factors

Adaptation of services to digital transformation, innovation

Significant reduction in client/vertical activity

Major acquisitions

+++

Attacks on reputation

Risks related to operational activities

Cyberattacks, systems security, data protection

Extreme events and response to major crises

Sale and delivery of projects and managed/operated services

+++

Risks related to human resources

Development of skills and managerial practices ꢀSNFPꢀ(1)

Attracting and retaining employees ꢀSNFPꢀ

Risks related to regulatory requirements

Compliance with regulations ꢀSNFPꢀ

(1) ꢀSNFPꢀ: Statement of Non-Financial Performance. This risk also relates to concerns addressed by the regulatory changes set out in Articles L. 225-102-1 III and R. 225-105 of the French

Commercial Code, which cover the Company’s Statement of Non-Financial Performance.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Risk factors

The Covid-19 pandemic has created considerable uncertainty for

Sopra Steria concerning its business environment. These conditions

have been taken into account in analysing risk insofar as they may

change both the nature of risk and the medium-term assessment

thereof. Some risks – already identified before the pandemic –

remain a topical issue in order to maintain the resilience of Sopra

Steria’s business model, in particular those relating to adapting

services to digital transformation, innovation, developing skills and

managerial practises and even risk relating to cyberattacks, systems

security and data protection.

IMPACT OF THE COVID-19 PANDEMIC

The Covid-19 pandemic has inevitably affected the Group’s risk

environment. A number of risks have materialised in one way or

another or require increased vigilance. The main impact of the

health crisis lies in the downturn in activity for certain sectors or

clients that have been hardest hit by the economic situation, such as

aerospace and transport.

This event also required a certain number of measures to protect

employees’ health and safety by rigorously applying government

recommendations with the introduction of widespread working

from home and observance of health measures at sites, to ensure

the continuity of our services to clients, and to adapt the

management of operations and implement measures to restructure

and reorganise operations where necessary. The impacts of the

Covid-19 pandemic observed by the Group in 2020 are described in

Section 6.1 (Comments on 2020 performance) of Chapter 1 and in

Note 1.3 to the consolidated financial statements (Impact of the

Covid-19 crisis on the consolidated financial statements for the

period), in Chapter 5.

IMPACT OF THE CYBERATTACK

The risk of a cyberattack is one of the main risks identified by the

Group. The detailed presentation below describes the nature of the

risk and the procedures put in place by the Group to mitigate the

effects (1.3.2 Risks related to operational activities).

The impact of the cyberattack suffered by Sopra Steria in 2020 is set

out in Section 6.1 (Comments on 2020 performance) of Chapter 1

(pages 29 to 30) and in Note 4.2.3 to the consolidated financial

statements (Other operating income and expenses included in

Operating profit), in Chapter 5 (page 174).

1.3. Detailed presentation of risk factors

1.3.1. RISKS RELATED TO STRATEGY AND EXTERNAL FACTORS

❙

ADAPTATION OF SERVICES TO DIGITAL TRANSFORMATION AND INNOVATION

Risk description

The business activities of the Group’s clients are changing and are being transformed as a result of their digital transformation and the

emergence of new competitors, new businesses and new organisations. Clients are seeking to become more agile, and to do so they are

reinventing their business models, organisational structures and resources. These developments concern all of the Group’s businesses.

If the Group is unable to understand, satisfy and anticipate clients’ needs, an unsuitable market positioning and/or difficulties in

implementing its strategy could significantly impact its financial performance and image, and ultimately call into question its strategy.

Risk management measures

The management of this risk is integrated into the development of

the Group’s strategy as well as its effective implementation. Each

year, the Group conducts a strategy review and/or update, under

the supervision of the Strategy Department, the Chairman and the

Chief Executive Officer, with the assistance of the Group’s Executive

Committee, covering some or all business lines and markets in

which it operates. This exercise, which draws both on external

studies and internal feedback from stakeholders in contact with

clients, leads the Group to take a certain number of decisions, in

particular involving the transformations to be undertaken or the

acquisitions strategy. These decisions are applied, on the one hand,

by the central functions, responsible in particular for investing on

behalf of the entire Group in support of the planned

transformations and, on the other hand, by all Group entities

(countries and subsidiaries) as part of the updating of their

three-year strategic plans. The Group-wide implementation of the

transformations initiated by the central functions as well as the

progress made on each entity’s strategic plan are monitored on a

regular basis by the Chairman, the Chief Executive Officer and the

Strategy Department, in liaison with the Group’s Executive

Committee.

By way of illustration, the following were subject to additional

review and/or monitoring in 2020:

the project for all entities and more specifically the transformation

of the “France” business unit (concerning in particular the rollout

of updating of information systems);

the strategy in the United Kingdom (in particular the

development of service platforms) and the transformation of

Sopra Banking Software (digitisation of services, transformation

of RD);

the development of Consulting activities within the Group

(particularly in France, under the brand name “Sopra Steria

Next”);

the strengthening of the Group’s position in its priority vertical

markets;

the Group’s industrial policy;

the skills development;

the technological partnership with Axway;

acquisitions.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Risk factors

❙

SIGNIFICANT REDUCTION IN CLIENT/VERTICAL ACTIVITY

Risk description

In general, the overall unstable economic situation in Europe as well as possible consolidation within the various sectors, or a slowdown in

the business activity of a specific client or major sector, could have a negative impact on the Group.

The difficult situation in certain sectors – in particular aerospace – severely weighed down the Group’s business activity in 2020 and is

likely to continue to have a material impact for several quarters, depending on the scale and duration of the health and economic crisis.

To cope with budgetary pressure, a major client or even the entire sector could be forced to curtail IT investment projects, resulting for the

Group in the loss of associated revenue and requiring the reassignment of the teams in place, a risk all the more difficult to manage if the

downward fluctuations could not have been predicted.

Main clients include Airbus Group, Banque Postale, CNAM, Crédit Agricole, EDF, the UK Home Office, the French Ministry of the Armed

Forces, the French Ministry of the Economy, Finance and Recovery, the UK Ministry of Defence, the UK Ministry of Justice, Orange, the UK

Metropolitan Police, the UK National Health Service, Sparda Banken, SNCF and Société Générale.

In 2020, the Group’s top client accounted for 5.9% of revenue, the top five clients represented 18% and the top ten contributed 28%.

Risk management measures

The Group’s policy is to maintain a multi-client and multi-sector

portfolio across multiple geographical operations and sites, in

particular to avoid any uncontrolled concentration risk.

meetings is also organised within the Group to monitor market

developments.

Furthermore, swiftly implemented action plans have helped to

mitigate some of the effects of a reduction in business activity, such

as transferring projects to the job markets affected, reskilling of

employees and limiting subcontractors. These mechanisms have

been activated in order to limit the consequences of the current

health and economic crisis.

The Group’s strategy relating to key accounts is reviewed each year

in accordance with country, business line and sector-specific

strategic reviews in order to adapt this strategy to market

developments. This is the object of a dedicated exercise with all

concerned parties. A regular review at monthly steering committee

❙

MAJOR ACQUISITIONS

Risk description

The Group’s development strategy is based in part on its ability to identify potential acquisition targets and integrate them into its general

offering, whether to supplement or improve it. Any major difficulty in integrating companies, generating the expected synergies, retaining

staff of acquired entities or achieving a return on these acquisitions in future could have a negative impact on the Group’s financial results

and outlook.

Risk management measures

Proposed acquisitions in the process of being identified, assessed or

negotiated are reviewed on a regular basis by a dedicated

committee. Due diligence procedures are implemented for all

proposed acquisitions in order to identify the inherent risks of the

potential deal. These audits – carried out in collaboration with

external advisors – concern both financial aspects and the valuation

of the target, as well as operating, legal and taxation aspects,

human resources, governance, compliance and business ethics, and

issues relating to the environment and society.

All procedures associated with this upstream process have been

revised and supplemented to create the “MA Playbook”, which

now applies to MA and corporate venture deals.

Any acquisitions are then subject to an integration programme,

making it possible to anticipate and then monitor all key stages of

the process from a strategic, operating, financial and human

perspective. These integration policies and procedures are in

addition to the “MA Playbook”.

❙

ATTACKS ON REPUTATION

Risk description

Given its size, multiple geographical locations and positioning in projects at the heart of the clients’ information systems and more visible

projects for end clients (e.g. platform activities in the United Kingdom, major public sector transformation projects, payroll outsourcing

activities), the Group could become increasingly exposed to the spreading of negative information in the media, whether proved or not,

stemming from media attacks by external or internal stakeholders or negative comments on social media.

If the Group were to be the object of damaging media coverage or negative messages, this could have an adverse impact on its image

and attractiveness and have repercussions on its financial performance.

Risk management measures

The Group has set up a media monitoring system in order to be

informed as soon as possible of any publications about it and be

able to react. If any criticism of or allegations against the Group

should spread widely, crisis communication procedures may also be

activated with the support of specialist agencies.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Risk factors

1.3.2. RISKS RELATED TO OPERATIONAL ACTIVITIES

❙

CYBERATTACKS, SYSTEMS SECURITY, DATA PROTECTION

Risk description

A phishing campaign or the exploitation of a security flaw in the technical infrastructures or solutions used by Sopra Steria could result in

a breakdown or disruption of essential systems for activities contractually authorised with clients and/or for the Group’s internal

operations, or the loss, corruption or disclosure of data. A cyberattack on a client, even if indirectly caused by the provision of services by

the Group, could also have major repercussions for Sopra Steria.

This risk inevitably increases in the context of digital transformation (including services hosted in the cloud and mobile technologies).

Widespread working from home is also a factor that increases cyberthreats. Malicious attacks on the systems of businesses and

organisations by hackers, criminal organisations or even state-linked organisations have increased exponentially over the last few months

in terms of the number, frequency and sophistication, and this trend only looks set to be amplified in the future. The Group was the victim

of an unprecedented cyberattack in October 2020. The malware concerned was a new version of the Ryuk ransomware, previously

unknown to antivirus software providers and security agencies.

These risks are significant in terms of probability and impact. They are at the heart of Sopra Steria’s strategic concerns: in addition to the

significant financial consequences of client claims relating to contractual commitments, interruption of internal operations, high recovery

costs relating to an incident and non-compliance with regulations, a major security incident could have a considerable adverse impact on

the Group’s reputation and lead to the loss of future contracts.

Risk management measures

Sopra Steria has established an information security policy in line

with international standards and has put in place a solid

organisational structure for this purpose, which is coordinated at

the Group’s highest level.

assess the resilience of new systems put into service duringthe year.

The entire system is verified on a regular basis, in particular by way

of the annual audit programme and the certification audits for

ISO 27001 and ISAE 34-02 covering the Group’s strategic and

sensitive areas of operations.

The leadership team involved includes the Chief Information Security

Officers (CISOs), along with the Information Systems Department

(ISD) and the Group’s security operations centre (SOC), with

responsibility for detecting and responding to cybersecurity

incidents. This organisational structure with its correspondents

within entities, meeting different countries’ regulatory requirements

and client needs as closely as possible, allows for in-depth

knowledge of areas of risk and business demands.

The Group reviews its policies and procedures, organisation and

investments at least once a year, or as required whenever a security

incident occurs, to adapt to changes in the context and risks, as

despite everything these remain significant for the Group in view of

the unprecedented escalation in threats.

Thanks to this comprehensive approach, the Group was able to

reduce the potentially extremely critical impact of the massive attack

detected in October 2020. This attack was rapidly blocked by

in-house IT and cybersecurity teams. The measures implemented

immediately made it possible to contain the malware to only a

limited part of the Group’s infrastructure and to protect its

customers and partners. The remediation plan has allowed for the

gradual restoration of workstations, RD and production servers,

internal tools and applications, as well as client connections. In the

light of this event, the Group has decided to further step up its

existing plans and launched a reinforcement programme, the two

main aims of which are to improve its security response and shorten

the time required to restart IT systems.

The Group is continually investing in its security awareness and

training programme covering employees (e-learning modules,

awareness campaigns, videos, on-site and remote training), as well

as in protection and surveillance tools and to expand the involved

teams. The Information Systems Department therefore permanently

enhances its procedures in terms of cybersecurity monitoring and

intelligence, vulnerability management, follow-up actions on

computer emergency response team (CERT) reports, system

obsolescence management, and the siloing and tightening of

systems. Security tests on deliveries of the Group’s services are

permanently reinforced by means of processes, tools and employee

training.

Sopra Steria ensures the reliability of existing systems by way of

preventive testing plans and regularly conducts intrusion tests to

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Risk factors

❙

EXTREME EVENTS AND RESPONSE TO MAJOR CRISES

Risk description

The Group may be faced with events that could trigger a major crisis for it. This could be a systemic event such as political, economic or

social crisis profoundly changing business conditions in one or more countries in which the Group operates, a major health crisis, natural

phenomena relating to climate change, a cyberattack or a major incident making the Group’s physical and/or IT infrastructures widely

unavailable.

Major external events could also be the cause of a major crisis for the Group, such as those relating to problems with executing sensitive

and highly visible projects, a targeted cyberattack, failure to protect personal data and the disclosure of confidential information.

Failings in prevention plans and/or crisis management processes or an inappropriate response to the crisis could have very major

repercussions on an economic and operational level and seriously damage the Group’s reputation.

Risk management measures

All risk prevention systems help to control crisis management. This

concerns in particular those relating to human resources,

management of projects and services and protection of IT systems

and infrastructures.

More specifically, as regards business continuity to ensure our ability

to meet our commitments to clients and internal operating

requirements, definition of the policy and choice of implementation

of the Group’s production sites depend on these factors. The

decision to increase the number of countries and regions in which it

operates is an integral part of this policy to maintain security and

reduce risk exposure, allowing for the management of emergency

plans. A redundancy principle is applied for all critical infrastructures

and all system components, thanks to multi-site replication and

supplier redundancies. In the event of outsourcing or

subcontracting, the same level of service is demanded of our

suppliers. The Group has strict prevention and security procedures

covering areas such as physical security, power cuts at critical sites,

information systems security, and data storage and backups. These

procedures and technical measures are re-evaluated on a regular

basis in order to adapt corrective measures.

The health crisis and the cyberattack in October 2020 provided the

opportunity to apply the Group’s crisis management systems. These

are based on swiftly adapting the Group’s operations, with impetus

provided at the highest level, in this case the adoption of dedicated

governance with the aim of defining, coordinating and permanently

monitoring remediation and crisis communication measures. These

crisis management systems are also based on permanent interaction

with entities’ management teams, who are in the front line in each

country in which the Group operates, in order to react and quickly

adapt the measures implemented by the Group. Despite this, the

impact of an extreme event of the same or a different nature, which

is by nature rapid and severe, remains a significant risk for the

Group on a five-year horizon.

❙

SALE AND DELIVERY OF PROJECTS AND MANAGED/OPERATED SERVICES

Risk description

For fixed-price projects and managed or operated services, poor quality or failure to meet the standards expected of services and defined

in contracts may give rise to various risks for Sopra Steria, such as contractual penalties, client complaints, claims for damages,

non-payment, additional costs, early contract termination and reputational risk. These types of projects and services account for two-thirds

of the Group’s consolidated revenue.

In the current environment, clients’ demands are becoming increasingly complex due to speed of execution, the agility required and the

technical nature of solutions, as well as due to strict regulatory requirements, for example for the financial sector. These demands

increasingly factor in corporate responsibility, particularly in terms of reducing the environmental impact of information systems developed

or managed.

A poor assessment of the scale of the work to be done, an underestimate of the cost of providing the service or an incorrect estimate of

the technical solutions to be implemented can lead to estimated costs being exceeded or contractual deadlines not being met. This delay

can, in itself, result in late delivery penalties and/or budget overruns (additional days), resulting in additional costs and potentially

impacting service margins.

Risk management measures

It is critical for the Group to be able to meet client demands and

deliver consistent quality.

project and line management, Industrial Managers under the

authority of division/subsidiary managers and reporting functionally

to the Group Industrial Department are responsible for monitoring

all projects as well as the application of the production rules.

In order to ensure the quality of management and execution of

services, the Group has developed a series of methods, processes

and controls. In order to further strengthen these aspects, the

Group developed and released its Delivery Rule Book at the end of

2019 (a set of 30 mandatory rules covering all phases, from

pre-sales to the end of production for services), which continued its

rollout throughout 2020.

The review of proposals and contracts by line management, but also

by the Industrial Department and the Legal Department, is an

integral part of the Group’s controls implemented to fulfil its

commitments. In addition, projects are reviewed on a regular basis,

at key phases in their production life cycle. These reviews, which are

organised by the Industrial Department or by its local

representatives, provide an external perspective on the status and

organisation of the delivery. Monthly steering meetings facilitate an

overview of quality at all levels, the monitoring of annual quality

targets established during management reviews and the

determination of the appropriate action plans to continuously

The selection of Project Directors and of Project Managers responds

to specific requirements and criteria according to the level of risk

and project complexity. Particular attention is paid before any

appointment is made. Project managers receive specific training.

These courses are regularly updated to include issues meriting

special attention and warnings relating to risks. In addition to

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Risk factors

improve production performance and the quality of Sopra Steria

products and services. The effective implementation of actions

agreed during steering meetings, audits and reviews is checked by

the Industrial Department.

digital solutions for its clients designed to work in the cloud

environment: Digital Enablement Platform (DEP), 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.

cloud migration and information system modernisation).

With regard to industrialisation, the Group has continued to invest

heavily in the resources required to rapidly develop and operate

1.3.3. RISKS RELATED TO HUMAN RESOURCES

❙

DEVELOPMENT OF SKILLS AND MANAGERIAL PRACTICES

Risk description

Developing the skills of our employees and managers is a key factor in adapting the Group to its business challenges and maintaining

employability. This also helps to make the Group more resilient and competitive in the face of current and future crises.

Difficulties in offering training that is both aligned with the needs of our clients and on a pragmatic level adapted to the necessary

adjustment of our organisation and systems could call into question the Group’s ability to serve its strategy and economic targets.

Managerial practises and methods should also be reviewed in the light of changes in ways of working, whether as a result of digital

transformation or recent external shocks that have put us to the test.

Risk management measures

To strengthen its balance and support its growth, Sopra Steria

implements a human resources strategy centred on skills

development, employability and the engagement of all employees.

This strategy has several pillars:

a proactive training policy, whose objectives are reviewed and

approved by the Group’s Executive Committee, supported by a

revamped Sopra Steria Academy training organisation, with

adjustments made to its structure (governance, creation of

specific Group and business line academies) as well as its

offerings (more streamlined, focused on the corporate plan and

the Group’s strategic orientations, Learning Management

System). In 2020, 1,207,065 hours of training were delivered

despite the repercussions of the health crisis (a decrease of 4.6%

compared with 2019);

an updated and digital Core Competency Reference Guide,

providing a shared framework for understanding the Group’s

businesses, for employee evaluation, and for career development;

a performance appraisal based on open communication between

managers and their team members, shared with the human

resources function and resulting in an individual development

plan;

during a time of crisis, an unprecedented effort to boost

employability and support employees, including widespread

working from home, reskilling of staff in struggling markets

(representing 16,700 hours of training), local support for

managers, speeding up the digitisation of training programmes,

systems for listening to employees and monitoring risks of

work-related stress.

a “people dynamics” approach, which involves identifying

transformations in the Group’s businesses over a time frame of

one to three years (emerging occupations, sustainable jobs,

sensitive jobs, areas in which job offers exceed the number of

applicants) and drawing up human resources action plans to

integrate, maintain and develop the necessary current and future

skills;

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Risk factors

❙

ATTRACTING AND RETAINING EMPLOYEES

Risk description

Sopra Steria places its employees at the centre of its drive to create value, improve its competitive position and increase market share. Its

growth objectives must be achieved against the backdrop of fiercer competition, scarcity of expertise and increased demands of applicants

and employees in terms of quality of life at work, health and safety, work-life balance and sustainability, particularly to limit the

environmental impact of operations. This trend is also supported by the development of digital technology (connectivity, collaborative

platforms etc.), which transforms uses and frees work from a certain number of constraints, in particular geographical constraints or in

relation to physical proximity.

Being unable to optimise recruitment systems and ways of working as necessary could compromise our ability to attract and retain the

talent we need. Recruitment difficulties and/or a relatively high employee attrition rate (which was 13.6% in 2020 as a result of the

Covid-19 pandemic, compared with 17.7% in 2019 and 16.9% in 2018) may prevent the Group from delivering on its strategy or meeting

its targets for growth and financial performance.

Risk management measures

Sopra Steria’s employees are the motor fuelling its growth and

value creation. Employee engagement and retention are two key

focuses of the human resources policy. They have been translated

into the following priorities:

an “immediate boarding” integration process based on specific

training programmes (“Get On Board” seminar, business line

training programmes);

strengthened relationships with universities (more than 600

events and other initiatives at universities in 2020 despite the

public health situation);

a sustained and pragmatic recruitment drive with 6,133 new

hires in 2020, a decline correlated with the effects of the

Covid-19 pandemic (compared with 10,884 in 2019);

ever-expanding civic engagement through iconic projects

(HandiTutorat, Prix Étudiants awarded by Fondation Sopra Steria

– Institut de France, etc.);

an employer brand (“Dare together”) that conveys the image of a

committed and united Group with a singular and responsible

collective ambition;

an optimised recruitment process and organisation, particularly in

France;

a continually improved applicant experience (interactive platforms

for job seekers, new Careers site, videos on business lines, live

chat, posts on social media etc.);

a special focus on well-being in the workplace (preventive

approach to occupational risks) and employee engagement in this

area (commitment to local action plans following the Group

people survey in partnership with Great Place to Work).

1.3.4. RISKS RELATED TO REGULATORY REQUIREMENTS

❙

COMPLIANCE WITH REGULATIONS

Risk description

The Group is a multinational company that operates in many countries, serving customers with international presences, subject to various

constantly changing laws and regulations. These may be regulations concerning data protection, anticorruption laws, competition law,

international sanctions, employment law or employee health and safety obligations, environmental regulations within the framework of

combating climate change, and even tax reforms.

The Group’s activities and operating profit might be affected by significant changes in laws or regulations, or by decisions taken by

authorities.

The Group is also exposed to the risk of breaches of regulations by employees who are not well enough informed or negligence or fraud

by such employees.

Risk management measures

In order to support the Group’s development and growth and

respond to new regulatory requirements, the Internal Control

Department, which covers compliance, internal control and risk

management, is supported in part by the network of Compliance

Officers (who are also responsible for internal control) throughout

the Group’s various geographical operations, the network of local

representatives and local teams, as well as the expertise of

functional divisions depending on their scope, in particular the Legal

Department, Human Resources and the Finance Department.

Developments in legislation and case law are monitored on a

regular basis so as to plan ahead for any upcoming changes.

Internal control rules and procedures are updated regularly to reflect

these developments.

The code of ethics, the code of conduct and the code of conduct

for stock market transactions aim to prevent any activity or practices

that do not comply with requirements (see Chapter 4, Section 5,

"Ethics and compliance").

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Insurance

The Group’s insurance policy is closely linked to its risk prevention

and management practices, in order to ensure coverage for its

major risks. The Group’s Legal Department is responsible for

managing its insurance programme.

liability in connection with their activities, due to bodily injury,

material or non-material damage caused to third parties. Overall

coverage is limited to 150 million per claim and per year of

insurance;

The aim of Sopra Steria Group’s insurance programmes is to

provide uniform and adapted coverage of the risks facing the

company and its employees for all Group entities at reasonable and

optimised terms.

cybersecurityinsurance

This programme covers all of the Group’s companies for any direct

or indirect financial losses, property damage or loss of use, and

business interruption losses resulting from a cyberattack;

The scope and coverage limits of these various insurance

programmes are reassessed annually in light of changes in the size

of the Group, developments in its business activities as well as

changes in the insurance market and based on the results of the

most recent risk mapping exercise.

property damage and business interruption insurance

This programme covers all of the Group’s sites for the direct

material damage to property they may suffer as well as any

consequential losses in the event of reduced business activity or

business interruption occasioned by the occurrence of an insured

event. Operating losses are insured on the basis of the loss of gross

profit. Overall policy coverage (for all types of damages and

operating losses) is limited to 100 million per claim and per year

of insurance.

All Group companies are insured with leading insurance companies

for all major risks that could have a material impact on its

operations, business results or financial position.

The main insurance programmes in place within the Sopra Steria

Group are the following:

In addition, Group programmes have been put in place covering in

particular:

premises and operations liability and professional indemnity

insurance

the civil liability of senior executives and company officers;

This programme covers all of the Group’s companies for monetary

consequences arising as a result of their civil and professional

assistance to employees on assignment, as well as to expatriate

and seconded employees.

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Internal control and risk management

This section of the report outlines Sopra Steria’s internal control

and risk management systems. These systems are based on the

reference framework issued by the AMF. A specific subsection

addresses the preparation of accounting and financial information.

3.2. Scope

The internal control and risk management system applies across the

entire Group, i.e. the parent company Sopra Steria Group, together

with all fully consolidated companies.

The management control system is one of the fundamental

components of internal control at Sopra Steria. It supports the

internal dissemination of information as well as the various

reporting and risk management procedures, and the

implementation of controls.

3.3. Components of the internal

control and risk management

system

3.1. Objectives and framework for the

internal control

and risk management system

3.1.1. OBJECTIVES OF THE INTERNAL CONTROL AND

RISK MANAGEMENT SYSTEM

In order to address the identified risks presented in the preceding

chapter, Sopra Steria has adopted a governance approach as well

as a set of rules, policies and procedures together constituting its

internal control and risk management system.

3.3.1. ENVIRONMENT

Sopra Steria Group’s internal control and risk management system

is founded upon the Group’s four-tier operational organisation as

well as its centralised functional organisation. Each tier of the

operational organisation is directly involved in the implementation

of internal control and risk management practices. To this end, the

Group has put in place a set of operating principles and rules, along

with the appropriate delegations of authority. It is the responsibility

of all Group employees to familiarise themselves with these rules

and to apply them. For more information on the Group’s

organisation, see Section 9 (Group organisation) in Chapter 1,

“Business overview and strategies” of this Universal Registration

Document, pages 32 to 33.

In accordance with the AMF reference framework, the internal

control and risk management system, which is under the

responsibility of the Group’s Chief Executive Officer, is designed to

provide reasonable assurance regarding the achievement of

objectives in the following categories:

3.3.2. A SHARED MANAGEMENT CONTROL SYSTEM

The management control system is designed not only to manage

the dissemination of information, upwards to Executive

Management and downwards to the operational and functional

units, but also to guide, control and support the Group’s

employees, identify risks and monitor the associated mitigation

plans. It involves steering meetings held at each of the different

organisational levels, including the Group’s Executive Committee.

compliance with laws and regulations;

implementation of instructions, guidelines and rules set forth by

Executive Management;

proper functioning of the Company’s internal processes,

particularly those intended to safeguard its assets;

quality and reliability of financial and accounting information.

These meetings are governed by specific standards (reporting

timetable, participants, agenda, documents to be presented at the

beginning and end of the meeting) and are supported by the

management reporting system. Meetings are held according to a

calendar, dependent on the organisational level and timeframe

objectives:

The risk management system is designed to identify, analyse and

manage the Company’s main risks.

More generally, the Group’s internal control and risk management

system contributes to the control of its business activities, the

effectiveness of its operations and the efficient use of its resources.

This system is updated on a regular basis, in application of a

continuous improvement process, in order to best measure the level

of risk to which the Group is exposed as well as the effectiveness of

the action plans put in place to mitigate risks.

weekly meetings for the current month: Priority is given to the

monitoring of sales, production and human resources;

monthly meetings for the current year: In addition to the topics

discussed at the weekly meetings, additional emphasis is placed

on financial indicators (entity performance for the previous

month, update of annual forecasts, actual vs. budget, progress

report on actions in line with the medium-term strategy);

Nevertheless, the internal control and risk management system

cannot provide an absolute guarantee that the Company’s

objectives will be achieved and that all risks will be eliminated.

annual meetings, looking ahead several years: The medium-term

strategy and the annual budget process for the entities are

discussed in the context of the Group’s overall strategic plan.

3.1.2. REFERENCE FRAMEWORK AND REGULATORY

CONTEXT

The Sopra Steria Group refers and adheres to the reference

framework issued by the Autorité des Marchés Financiers (AMF, the

French securities regulator).

The implementation of this system at all operational and functional

entities is a highly effective vehicle for cohesiveness, the sharing of

values and practices throughout the Group, and control.

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Internal control and risk management

through the formal documentation of procedures, always with a

focus on the continuous improvement of internal control and so as

to better manage the risks identified in the course of the Group’s

risk mapping exercises. The rules and procedures cover 10 areas

corresponding to Group processes: governance and steering, trade,

production, human resources, internal and accounting

management, information system and infrastructures, purchasing,

communications and marketing, legal and insurance, and corporate

responsibility. These Group rules and procedures are then further

detailed to take into account local regulatory constraints across all

of the Group’s geographical operations.

3.3.3. TOOLS

The Group’s management applications and office automation

software are designed to standardise the documents produced by

the Group. The production tools used or developed by the Group

allow for the industrialisation of project delivery and of managed or

operated services by improving the quality of deliverables. They

incorporate the processes that make up the Group’s production

methodology.

3.3.4. A SHARED FRAMEWORK FOR GROUP RULES

a. Code of Ethics, anti-corruption Code of conduct and

code of conduct for stock market transactions

These rules and procedures are available on the Group’s intranet.

They are reinforced through the Group’s various training and

communications initiatives.

The aims of the Group’s Code of Ethics, which is based on its core

values, are to ensure compliance with international treaties, laws

and regulations in force in all countries where it operates, and to

reaffirm the Group’s ethical principles. This Code of Ethics is

supplemented by a code of conduct for stock market transactions

whose main aim is to reiterate and clarify the rules regarding

sensitive information, insider information and the management of

securities. Furthermore, the anti-corruption code of conduct sets

out the rules and behaviours to be adopted to prevent corruption

and influence peddling. For more details on the anti-corruption

code of conduct, see Section 5 "Ethics and compliance" in

Chapter 4, “Corporate responsibility” of this Universal Registration

Document, pages 132 to 136.

On the production front, Sopra Steria’s Quality System defines all

the production, management and quality assurance processes

required to successfully manage projects. The primary goal is to

contribute effectively to the delivery of high quality IT systems that

meet clients’ needs in line with time and budget constraints. This

methodology defines project management practices and processes

suited to various environments and at different levels of

management and supervision, as well as software engineering

practices and processes. The basic principles of the Quality System

are described in a Quality Manual supplemented by procedural

guides and operating manuals. UK, Scandinavia and CIMPA apply

mechanisms that are similar but rely on specific methods geared to

the primary characteristics of their activities. In order to further

strengthen these aspects, the Group continued in 2020 with the

rollout of its Delivery Rule Book at all entities. This is a set of 30

essential and mandatory rules covering the production cycle from

end to end, from pre-sales to the end of service production.

b. Group rules, policies and procedures

A framework of rules including Group internal control rules and

delegations of authority (decision-making levels) is in force across

the Group to provide a common foundation for all processes. These

rules apply to all employees and all entities as soon as possible

when integrating acquisitions.

The Group’s rules and procedures are regularly updated and

supplemented to best reflect the Group’s organisation and manage

the identified risks.

These general rules are adapted to the Group’s various entities, and

continue to be supplemented when necessary at Group level

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Internal control and risk management

3.4. Participants in internal control and risk management

Everyone in the Group has a part to play in risk management and internal control, from the governance bodies and senior management to

the employees of each Group company.

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM STAKEHOLDERS

Board of Directors / Audit Committee

Executive Management

2^NDLINE OF CONTROL

1^STLINE OF CONTROL

3^RDLINE OF CONTROL

Departments

Finance

Operational Management

Internal Audit

External Audit

Industrial

All entities

Human Resources

Legal

All geographies

All activities

Sustainable Development

and Corporate Responsibility

Internal Control

The Audit Committee also monitors the activity of the Internal Audit

Department through the following actions:

EXECUTIVE MANAGEMENT

The internal control and risk management system is approved and

overseen by Executive Management, thus at the Group’s highest

level. As the top level of authority and responsibility for the internal

control and risk management system, it monitors the system’s

continuing effectiveness and takes any action required to remedy

identified shortcomings and remain within acceptable risk tolerance

thresholds. Executive Management ensures that all appropriate

information is communicated in a timely manner to the Board of

Directors and to the Audit Committee.

approval of the annual internal audit plan;

meeting with its Director once a year in the presence of the

Statutory Auditors, but without the presence of management;

biannual review of the results of internal audit assignments and

follow-up on the implementation of action plans resulting from

recommendations.

Three lines of control

In accordance with the AMF reference framework, the internal

control and risk management system put in place by the

Sopra Steria Group is structured around three lines of control, as

presented below.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Group’s Audit Committee examines the main features of the

internal control and risk management procedures selected and

implemented by Executive Management to manage risks, including

the organisation, roles and functions of the key actors, the

approach, structure for reporting risks and monitoring the

effectiveness of control systems. It has access to the elements

necessary to reach an overall understanding of the procedures

relating to the preparation and processing of accounting and

financial information (presented in the following chapter).

First line of control: Front-line staff and operational

management

The first line of control for the internal control and risk management

system consists of:

•

operational management, tasked with implementing the

system defined at Group level for the area under its

responsibility. This line of control makes sure that the internal

control rules and procedures are effectively implemented, fully

understood and consistently applied within its scope of

operations,

Each year, the Audit Committee reviews the results of the Group’s

risk mapping exercise and holds regular meetings with the Internal

Control Department to monitor the implementation and adaptation

of the Group’s rules and the internal control process.

•

the Group’s employees, who take due note of and apply all of

the rules set out within the organisation.

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Internal control and risk management

Second line of control: Risk management and internal

control

as well as analysing any commercial concessions applicable and

verifying their treatment in the operating accounts of the

operational unit. They also ensure that the costs for the operational

unit are completely and accurately recognised.

The aim of the second line of control is to monitor the internal

control and risk management system on an ongoing and

continuous basis to verify its effectiveness and coherence as well as

the proper application of its rules and procedures.

Financial Controllers devote particular attention to unbilled revenue

and contractual milestone payments, and check that invoices issued

are paid. In coordination with the manager at the relevant entity,

they trigger payment collection, which is managed directly by the

Finance Department. They check any credit notes issued.

•

Internal Control Department and Compliance Officers at the

entities

The internal control and risk management system is steered and

coordinated by the Internal Control Department at Group level. As

the coordinator of the system, and with regard to the risks that

have been identified and assessed, the Internal Control Department

defines and updates the system’s various components. In carrying

out these duties, the Internal Control Department works closely with

the Group’s functional and operational departments.

Financial Controllers assess the organisation and administrative

functions of operational units. They monitor compliance with rules

and deadlines.

•

Industrial Department (Management of the Quality System)

Quality management relies upon the day-to-day interaction between

the operational and quality structures and covers the methods for

the production and application of professional standards.

The Group has a network of Compliance Officers, appointed in each

of the Group’s entities and across all its geographical operations.

These Compliance Officers are responsible for adapting the

guidelines and rules defined at Group level. In particular, they are

tasked with making sure that all components of the internal control

and risk management system as well as those of the Group’s

compliance programme are effectively implemented, fully

understood and consistently applied. They are also responsible for

raising alerts in the event of difficulties encountered in the

implementation of any of these components for their scope.

Sopra Steria’s quality structure is independent of the project

management and delivery operations. As such, it offers external

quality assurance for projects with the objectives of assuring

production and cost controlling, overseeing associated human

resources, verifying production conformity and compliance with

quality assurance procedures, and monitoring the quality assurance

plan’s effectiveness.

Industrial managers under the authority of business unit/subsidiary

managers and reporting functionally to the Group Industrial

Department are responsible for monitoring the Quality System and

all projects.

•

Functional departments

The functional departments are key participants in the coordination

of the internal control and risk management system. They assist the

Internal Control Department in updating procedures specific to the

processes under their responsibility.

Structural audits are performed so as to verify the application and

effectiveness of the Quality System among the concerned Sopra

Steria staff members (management, sales, operational quality unit).

Projects are reviewed on a regular basis, at key phases in their life

cycle. These reviews, which are organised by the Industrial

Department, or by the quality structure’s local representatives,

provide an external perspective on the status and organisation of

projects.

Alongside the self-assessment and control procedures implemented

by operational managers at every level, functional departments play

a special role in the application of the rules for delegations of

authority in force within the Group. They support operational staff

in the area of risk management and, from a preventive standpoint,

they may serve in an advisory capacity or perform ex-ante or

detective controls on the application of rules.

Monthly steering meetings facilitate an overview of quality at all

levels, the monitoring of annual quality targets established during

management reviews and the determination of the appropriate

action plans to continuously improve production performance and

the quality of Sopra Steria products and services.

The Finance Department is entrusted with specific responsibilities in

the context of financial controls and the Industrial Department is

responsible for control procedures relating to the management of

its Quality System.

The effective implementation of actions agreed during steering

meetings, audits and reviews is checked by the Industrial

Department.

•

Finance Department

Financial Controlling falls under the responsibility of the Finance

Department. Its main responsibilities include the consolidation and

analysis of monthly results produced by the internal management

system, controlling the consistency of monthly forecasts, verifying

the application of Group rules, assisting operational managers,

training management system users, and performing the

reconciliation between the internal management accounts and the

general ledgers.

An annual review is performed by Executive Management to ensure

that the Quality System remains pertinent, adequate and effective.

This review is based in particular upon an analysis of project reviews

and internal structural audits performed at all levels of the Groupas

well as upon annual assessments produced by divisions or

subsidiaries. During this review, the adequacy of the quality policy is

evaluated, the annual quality objectives are defined and possible

improvements and changes in the Quality System are considered.

As part of their control responsibilities, Financial Controllers identify

and measure risks specific to each operational unit. In particular,

they ensure that contractual commitments and project production

are aligned with the revenue recognised. They raise alerts for

projects that present technical, commercial or legal difficulties. They

check that revenue is recognised in line with Group accounting rules

The Group has put in place a certification policy, covering all or a

portion of its operations, depending on market expectations. This

policy relates to the following standards or frameworks: ISO 9001,

TickIT Plus, ISO 27001, ISO 22301, ISO 14001, ISO 20000, CMMI

and TMMi.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Internal control and risk management

Third line of control: Internal audit function

Statutory Auditors

Internal Audit Department

As part of their engagement, the Statutory Auditors obtain

information on the internal control system and the procedures in

place. They attend all Audit Committee meetings.

Under the internal audit charter adopted by the Group, the Internal

Audit Department has the following tasks:

The Statutory Auditors are engaged throughout the year across the

Group. Their involvement is not limited to interactions with the

accounting department. To gain a more in-depth understanding of

how operations and transactions are recorded in the accounts, the

Statutory Auditors are in regular contact with operational

managers, who are best placed to explain the Company’s business

activity. These meetings with operational staff are structured around

business unit, division or subsidiary reviews, during which the

Statutory Auditors examine the main ongoing projects, progress

made and any difficulties encountered by the business unit or

subsidiary.

independent, objective evaluation of the effectiveness of the

internal control system via a periodic audit of entities;

formulation of all recommendations to improve the Group’s

operations;

monitoring the implementation of recommendations.

The work of the Internal Audit Department is organised with a view

to covering the “audit universe” (classification of key processes)

reviewed annually by the Audit Committee.

Internal Audit covers the entire Group over a cycle of a maximum of

four years. Audits are performed more frequently for the main risks

identified. To this end, Internal Audit carries out field audits while

using self-assessment questionnaires for areas of lesser importance.

Quality certification inspectors

The audit procedure aims to ensure that the Quality System is both

in compliance with international standards and is applied to the

entire certified scope of operations.

By carrying out work relating specifically to fraud and corruption,

the Internal Audit Department has identified processes that are

potentially concerned, associated risks, control procedures to be

adopted (prevention and detection) and audit tests to be carried

out. These are systematically integrated into internal audit

programmes.

Each year, quality certification inspectors select the sites visited

depending upon an audit cycle and relevance of the activity in

relation to the certification.

Internal Audit, which reports to the Chairman of the Board of

Directors and operates under the direct authority of Executive

Management, is responsible for internal control and monitors the

system in place. It submits its findings to Executive Management

and the Audit Committee.

3.5. Assessment and continuous

improvement process

The purpose of this audit process is to identify ways in which the

quality management system might be improved in order to ensure

continuous improvement.

The Chairman of the Board of Directors validates the audit plan,

shared with Executive Management, notably on the basis of risk

information obtained using the risk mapping procedure, the

priorities adopted for the year and the coverage of the “audit

universe”. This plan is presented to the Audit Committee for review

and feedback. Recommendations are monitored and compiled in a

report provided to Executive Management and the Audit

Committee.

The internal control system and its operation are subject to internal

and external assessments to identify areas for improvement. These

may lead to implementation of action plans to strengthen the

internal control system, under the oversight of the Group’s Audit

Committee.

The Internal Audit Department carried out 21 assignments in

financial year 2020.

External monitoring system

Furthermore, the internal control and risk management system is

also monitored by the Statutory Auditors and the quality

certification inspectors for the Quality System.

SOPRA STERIAꢁUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Procedures relating to the preparation and processing of accounting and financial information

Procedures relating to the preparation and

processing of accounting and financial information

Accounting policies and presentation

4.1. Coordination of the accounting

and financial function

4.1.1. ORGANISATION OF THE ACCOUNTING

AND FINANCIAL FUNCTION

The accounting policies applied within the Group are presented in

the notes to the consolidated financial statements in this document.

At each balance sheet date, the Audit Committee ensures that these

policies and presentation have been applied by the Finance

Department and the Statutory Auditors.

The proper use of the percentage-of-completion method to value

ongoing projects is monitored on a permanent basis jointly by the

Industrial Department and by the Finance Department (Financial

Controllers).

Limited number of accounting entities

By keeping the number of legal entities, and therefore accounting

entities, relatively low, the Group can drive reductions in operating

costs and minimise risks.

Centralised coordination of the accounting

and financial function

4.2. Preparation of the published

accounting and financial

information

The activities of Sopra Steria’s accounting and financial function are

overseen by the Group’s Finance Department, which reports directly

to Executive Management.

4.2.1. RECONCILIATION WITH THE INTERNAL

MANAGEMENT SYSTEM ACCOUNTING DATA

The responsibilities of the Finance Department mainly include the

production of the accounts, financial controlling, tax issues,

financing and cash management, and participation in financial

communications and legal matters.

All Group entities prepare a monthly budget, a monthly operating

statement and revised monthly forecasts.

Each subsidiary has its own financial team that reports functionally

to the Group’s Finance Department.

The budget process, which is short in duration, takes place in the

last quarter of the year. This is a key stage. It provides an

opportunity to apply the strategy approved by the Group’s Executive

Committee, to adapt the organisation to developments in business

segments and market demand, and to assign quantitative and

qualitative objectives to all Group entities. Budgets, including

detailed monthly operating forecasts, are prepared by each unit at

this event.

Supervision of the accounting and finance function

by Executive Management and the Board of Directors

The Finance Department reports to the Group’s Executive

Management. As with all other entities, it follows the management

reporting and controlling cycle described above: weekly meetings to

address current business activities, monthly meetings devoted to a

detailed examination of figures (actual and forecast), the

organisation of the function and the monitoring of large-scale

projects.

Each Group entity prepares a monthly operating statement closed

on the third working day of the following month. Management

indicators (utilisation rate, selling prices, average salary, indicators

relating to human resources, invoicing and receipts, etc.) are also

reviewed on a monthly basis.

Executive Management is involved in the planning and supervision

process as well as in preparing the period close.

Finally, a revised operating statement prepared each month includes

the results of the previous month and a revised forecast for the

remaining months of the current year.

The Board of Directors is responsible for the oversight of accounting

and financial information. It approves the annual accounts and

reviews the interim accounts. It is supported by the Audit

Committee, as described in Section 1.3.3 of Chapter 3, “Corporate

governance” of this Universal Registration Document, pages 78

to 79.

Sales metrics (prospects, contracts in progress, signings, etc.), client

invoicing and cash receipts are analysed at the management

meetings organised by the management control system described

above.

The results derived from the monthly management reporting

documents are verified by Financial Controllers reporting to the

Finance Department, who also reconcile this data with the quarterly

accounting results in the general ledgers.

4.1.2. ORGANISATION OF THE ACCOUNTING

INFORMATION SYSTEM

Accounting

The configuration and maintenance of the accounting and financial

information system are centralised at Group level. Central teams

manage access permissions, and update them at least once a year.

The granting of these permissions is validated by Finance teams at

the subsidiaries.

4.2.2. PROCEDURES FOR THE PREPARATION OF THE

CONSOLIDATED FINANCIAL STATEMENTS

Each company establishes quarterly financial statements and

prepares a consolidation pack.

For each of the companies falling within the scope of the audit of

consolidated financial statements, the Statutory Auditors examine

the interim and annual consolidation packs. Once approved, they

are used by the Group Finance Department and the consolidated

financial statements are examined by the Group’s Statutory

Auditors.

All Group companies prepare, at a minimum, complete quarterly

financial statements on which the Group bases its published

quarterly revenue figures and interim financial statements.

Monthly cash flow forecasts for the entire year are prepared forall

companies and consolidated at Group level.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

RISK FACTORS AND INTERNAL CONTROL

Procedures relating to the preparation and processing of accounting and financial information

4.2.3. PROCEDURE FOR SIGNING OFF THE FINANCIAL

STATEMENTS

4.2.4. FINANCIAL COMMUNICATIONS

The Financial Communications and Investor Relations Department,

which is supervised by the Chairman of the Board of Directors,

manages the Group’s financial communications.

The interim and annual consolidated financial statements are

presented to Executive Management by the Finance Department.

The Group communicates financial information via several different

means, notably:

As part of their annual accounts close-out at 31 December, the

financial statements of Sopra Steria Group and its subsidiaries

undergo a legal audit by the Statutory Auditors in order to be

certified. A limited review is also performed on 30 June.

press releases;

the Universal Registration Document and the various reports and

As part of its assignment to monitor the legal control of the

financial statements, the Audit Committee takes note of the

Statutory Auditors’ work and conclusions during the review of the

interim and annual financial statements.

disclosures that it contains;

the presentation of the interim and annual financial statements.

The Group’s website has a dedicated “Investors” section that

presents all of the aforementioned items as well as other regulatory

or informative items.

The Audit Committee examines the financial statements, notably in

order to review the Company’s exposure to risks, verify that the

procedures for gathering and controlling information guarantee its

reliability, and ensure that accounting policies have been applied

consistently and appropriately. It gathers comments from the

Statutory Auditors.

The Group’s financial statements are then presented to the Board of

Directors for approval.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

This chapter describes the organisation and operation of governance as well as the compensation policy for company officers and its application

during financial year 2020. It contains explanations concerning the recommendations of the AFEP-MEDEF Code (1)that were, by exception, set

aside or only partially implemented in 2020.

Organisation and operation of governance

1.1.3. OVERVIEW OF THE ACTIVITIES

1.1. Executive company officers

OF THE CHAIRMAN OF THE BOARD

OF DIRECTORS IN 2020

On 19 June 2012, Sopra’s Board of Directors decided to separate

the roles of Chairman and Chief Executive Officer. It confirmed this

decision at the meeting it held after the General Meeting of

12 June 2018, stating the view that this separation of roles remains

the best way of addressing the Group’s strategic and operational

priorities. Given the close relationship between the Chairman of the

Board of Directors and the Chief Executive Officer, there is close

collaboration and an ongoing dialogue between them.

The Chairman of the Board of Directors carried out activities on a

full-time basis throughout the year, involving not only steering the

work of the Board, but also complementary assignments entrusted

to him by the governance.

This scope comprises the governance of strategy, acquisitions and

the Board of Director’s shareholder relations as well as the

supervision of matters listed early in the year in coordination with

the Chief Executive Officer. These matters all relate to long-term

preparations required in particular by the Group’s transformation

(transformation of HR, digital, industrial, main principles for the

organisation and functioning of the Group, employee share

ownership, promotion of values and compliance).

1.1.1. ROLE OF THE EXECUTIVE COMPANY OFFICERS

The Chairman is tasked with managing strategy, while the Chief

Executive Officer is responsible for operations.

The Chairman:

guides the implementation of the Group’s strategy and all related

matters, including mergers and acquisitions;

The Chairman is responsible for maintaining balance between

stakeholders (in particular shareholders, employees and local

authorities) after taking into account the social and environmental

implications of the Group’s business activities.

assists Executive Management with the transformation of the

Group;

In crisis situations, such as those experienced in 2020 (public health

crisis, cyberattack), the ability to rank priorities, uphold the Group’s

values, and consider its options from a long-term perspective thanks

to the commitment provided by the core shareholder is absolutely

critical.

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;

The various matters placed under the Chairman’s responsibility

require a perfect knowledge of operational realities and thus close

relations with the Chief Executive Officer and the Executive

Committee. This close relationship fosters information flows

between them. It facilitates effective coordination on decisions

required for the delivery of the medium-term strategic plan and

follow-up over the long term on implementation of these decisions,

although operational imperatives may be given a higher priority.

ensures the operational management of all Group entities.

It should be noted that Vincent Paris – appointed Chief Executive

Officer on 17 March 2015 – does not hold any company officer

positions outside the Group.

1.1.2. SUCCESSION PLAN FOR EXECUTIVE COMPANY

OFFICERS

The separation of the roles of Chairman and Chief Executive Officer

is based on the definition of duties and responsibilities set out in the

Board of Directors’ internal rules, observance of the respective

prerogatives of the Chairman and Chief Executive Officer, a

relationship founded on trust built up over time, and a natural

complementarity between these office holders. In sum, the current

framework contributes to fluid and flexible governance

arrangements. It means the Group is able to act as quickly as

needed and ensures decisions are taken with due care, without

losing sight of Sopra Steria Group’s medium- and long-term

strategic priorities.

In 2020, the Nomination, Governance, Ethics and Corporate

Responsibility Committee reviewed and updated the succession plan

for the Chairman of the Board of Directors and the Chief Executive

Officer.

(1) The AFEP-MEDEF Code is the code to which the Company refers pursuant to Article L. 22-10-10 of the French Commercial Code. It is available on the website of France’s Haut

Comité de Gouvernement d’Entreprise (www.hcge.fr).

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

year and reflects the respective needs of Sopra Steria Group and

Axway Software.

1.1.4. AGREEMENT WITH SOPRA GMT, THE HOLDING

COMPANY THAT MANAGES AND CONTROLS

SOPRA STERIA GROUP

The income and expenses recorded in Sopra Steria Group’s financial

statements in respect of services provided under this agreement

during the financial year under review were as follows:

In carrying out all of these assignments, the Chairman drew on

resources across the Group but was also supported by a permanent

team of five individuals at the Sopra GMT holding company. Four of

them have spent most 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 positioning within Sopra GMT gives it an external

viewpoint and independence that belonging to a functional or

operational department of the company would not be able to

ensure in the same way. These resources enhance the Board of

Directors’ ability to oversee the smooth running of the Company.

expenses: 1.214 million;

income: 0.139 million.

The Board of Directors reviewed the implementation of this

agreement at its meeting of 28 January 2021 and unanimously

agreed to maintain the previously granted authorisation for the

current financial year; those Directors directly or indirectly affected

did not take part in either the discussion or the vote.

1.1.5. EXECUTIVE MANAGEMENT

The team, put in place when Axway Software was spun off,

performs duties for Sopra Steria Group and Axway Software, in

which Sopra Steria Group holds a 32.4% stake. Above and beyond

the support provided separately to each of these companies, Sopra

GMT makes sure that synergies are harnessed and, that best

practices are shared.

The Chief Executive Officer is supported by two Deputy Chief

Executive Officers and a Chief Operating Officer.

In accordance with the Articles of Association and the internal rules

and regulations of the Board of Directors, the Chief Executive Officer

has authority over the entire Group. He directs, administers and

coordinates all of its activities.

Sopra GMT’s staff work on specific assignments (management of

acquisitions, board secretarial tasks for Sopra Steria Group and

Axway Software and their committees) and provide assistance to the

functional division managers of Sopra Steria Group and Axway

Software. Sopra GMT’s employees play an active role on steering

committees (for example, the Acquisition committee, Corporate

responsibility consultative committee, Internal control – internal

audit steering committee) and work groups (for example as part of

a work group on the IT system) and on key issues for Sopra Steria

Group. They provide the benefit of their technical expertise and an

independent opinion.

The Chief Executive Officer is vested with the broadest powers to act

in all circumstances on behalf of the Company. He represents the

Company in its dealings with third parties.

He is supported more broadly by the Executive Committee, the

Operations Committee and the Management Committee in running

the Group of which Sopra Steria Group is the parent company.

These Committees ensure that Executive Management is supported

by the Group’s key operational and functional managers.

Certain decisions relating to strategy implementation and internal

organisation may 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

the “Additional information” Chapter 8 of this Universal Registration

Document (page 282).

The costs rebilled by Sopra GMT comprise the portion of payroll and

related personnel costs allocated to the assignments performed for

Sopra Steria Group, plus, where applicable, under the same

conditions, the external expenses (such as specialised advisors’ fees)

incurred by Sopra GMT.

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.

1.1.6. AGREEMENT WITH ÉRIC HAYAT CONSEIL

Éric Hayat Conseil is a company controlled by Éric Hayat, a Director

of Sopra Steria Group.

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 approved by the shareholders at the General

Meeting among related-party agreements (see Section 1.3.4 of this

chapter on pages 78 to 80) and reviewed each year by the Board of

Directors.

This agreement relates to the provision to Executive Management of

consulting and assistance services, particularly in relation to strategic

deals connected with business development, in return for

compensation calculated on the basis of 2,500 (excluding taxes)

per day. 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:

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.

taking part in top-level market meetings;

In sum, around 85% of Sopra GMT’s operating expenses are rebilled

(with the remaining 15% reflecting the estimated expenses arising

from Sopra GMT’s administration of its investments). Expenses are

rebilled on a cost-plus basis including a 7% margin. By definition,

Sopra GMT generally records a small operating loss. On average

since 2011, about 70% of the rebillings have been allocated to

Sopra Steria Group. The actual allocation may vary from year to

maintaining contacts with civil society, members or

representatives of government and central authorities;

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.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

This enables the Company to benefit from the experience and

knowledge of the Group, some of its key clients and its institutional

environment gained by Éric Hayat throughout his career. For

reference, Éric Hayat is a co-founder of Steria, former Chairman of

the digital sector employers’ organisation and subsequently of

Fédération Syntec, and 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.

within the Company that are helpful for feeding information back to

the Board of Directors and its Committees.

The expenses recorded in Sopra Steria Group’s financial statements

in respect of services provided under this agreement during the

financial year under review were as follows:

expenses: 0.209 million.

1.2. Board of Directors

1.2.1. MEMBERS OF THE BOARD OF DIRECTORS

On the date at which this Universal Registration Document was

published, the Board of Directors had 14 members with the right to

vote, 12 of whom were appointed at the General Meeting andtwo

of whom were Directors representing the employees.

They also make him one of the members of the Board of Directors

directly involved in addressing the Group’s priorities in terms of

strategic and commercial positioning, 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 and its operational

managers he has accumulated and maintained in the course of

these assignments. Lastly, he has access to information channels

The election of a Director representing employee shareholders will be

put to a vote at the Combined General Meeting on 26 May 2021.

❙

SUMMARY PRESENTATION OF THE BOARD OF DIRECTORS

Personal information

Position on the Board

Attendance at meetings in financial year 2020

Number of

directorships

at listed

Nomination,

Governance,

Ethics and

companies

Years of

service

on the

(excluding Indepen-

Start of

current

term

End of

current

term

Corporate

Compen-

sation

Number Sopra Steria

dent

Board of

Audit

Responsibility

Committee Committee

Name

Age Gender Nationality

of shares

Group)

Director

Board* Directors Committee

Pierre Pasquier

Chairman of the Board

of Directors

Éric Pasquier

Vice-Chairman of the Board

of Directors

FRA

108,113

3,096

12/06/2018

AGM 2024

100%

86%

Sopra GMT, represented

by Kathleen Clark Bracco

Chairwoman of the

Nomination, Governance,

Ethics and Corporate

Responsibility Committee

USA

4,035,669

12/06/2018

AGM 2024

100%

Éric Hayat

Vice-Chairman of the Board

of Directors

André Einaudi

Director

Michael Gollner

Director

Noëlle Lenoir

Director

FRA

37,068

100

12/06/2018

09/06/2020

12/06/2018

09/06/2020

AGM 2024

AGM 2022

100%

67%

Yes

USA/GBR

FRA

100%

n/a(1)

Jean-Luc Placet

Chairman of the

Compensation Committee

FRA

100

152

Yes

12/06/2018

09/06/2020

AGM 2022

AGM 2023

100%

88%

Sylvie Rémond

Director

100%

Marie-Hélène

Rigal-Drogerys

Chairwoman of the Audit

Committee

Jean-François

Sammarcelli

Director

FRA

100

Yes

12/06/2018

AGM 2024

100%

86%

FRA

500

Yes

12/06/2018

09/06/2020

AGM 2022

AGM 2023

100%

Jessica Scale

Director

FRA/GBR

100%

Hélène Badosa

Director representing

the employees

David Elmalem

Director representing

the employees

FRA

23/09/2020

AGM 2024

100%

* Number of years as at 31/12/2020, rounded to the nearest year.

F: Female M: Male.

(1) not applicable

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

❙

CHANGES IN THE BOARD OF DIRECTORS AND ITS COMMITTEES SINCE THE START OF FINANCIAL YEAR 2020

Departures

Appointments

Reappointments

Board of Directors

Astrid Anciaux

(09/06/2020)

Gustavo Roldan de Belmira

(designated by the Works and

Economic Council on

31/01/2020 to replace

René-Louis Gaignard)

André Einaudi

(09/06/2020)

Sylvie Rémond

(09/06/2020)

Solfrid Skilbrigt

(09/06/2020)

Noëlle Lenoir

(09/06/2020)

Jessica Scale

(09/06/2020)

Jean-Bernard Rampini

(09/06/2020)

David Elmalem

Hélène Badosa

(designated by the Works and

(designated by the Works

and Economic Council on

23/09/2020)

Economic Council on

23/09/2020)

Gustavo Roldan de

Belmira

(09/06/2020)

Audit Committee

Nomination, Governance, Ethics and

Corporate Responsibility Committee

Noëlle Lenoir

(25/02/2021)

Compensation Committee

Hélène Badosa

(09/06/2020)

Sylvie Rémond

(09/04/2020)

Hélène Badosa

(28/01/2021)

the Committee endeavours to assess the depth of their experience

and how closely it meets the Company’s needs, how well they

complement the skills needed by the Board of Directors, their

availability and motivation, any conflicts of interest, and whether

they meet the independence criteria laid down in the Code of

Corporate Governance. Additional actions are agreed upon as

needed and a list of candidates to be presented to the Board of

Directors is drawn up.

1.2.2. SELECTION PROCESS

The selection process is made up of four phases, throughout which

the Nomination, Governance, Ethics and Corporate Responsibility

Committee plays a central role.

The first is the needs analysis phase. This involves examining

Directors whose terms of office are nearing their end, any

constraints on the reappointment of current Directors, compliance

requirements under the law and the Code of Corporate Governance,

and the objectives of the diversity policy, all of which are identified

and taken into account. This analysis is undertaken for the Board of

Directors itself and its three committees. It focuses on the needs due

to arise first and makes projections for the years ahead.

In the final phase, the Board of Directors, after familiarising itself

with the conclusions of the work undertaken, discusses the

candidates put forward by the Nomination, Governance, Ethics and

Corporate Responsibility Committee and decides which will be put

to the vote at a General Meeting of Shareholders.

A list of potential candidates is then drawn up based on the needs

identified. This list draws on names put forward by members of the

Nomination, Governance, Ethics and Corporate Responsibility

Committee and members of the Board of Directors more generally,

names resulting from searches undertaken by recruitment firms,

proposals by Executive Management and, lastly, unsolicited

applications received by the Company.

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 chosen by

shareholders at the General Meeting from among the candidates

designated both by the supervisory boards of the FCPE company

mutual funds and by employees holding their shares directly, as

provided by law. The Nomination, Governance, Ethics and

Corporate Responsibility Committee reviews the candidacies and

may recommend, where appropriate, that the Board of Directors

support one of the two resolutions concerning appointments

potentially submitted at the 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 list of potential candidates is decided on by the Chairwoman of

the Nomination, Governance, Ethics and Corporate Responsibility

Committee. A file is put together based on publicly available

information about the candidates. This file is reviewed by the

Nomination, Governance, Ethics and Corporate Responsibility

Committee, which decides which candidates to contact and meet.

The third phase consists of arranging meetings with candidates

selected by all members of the Nomination, Governance, Ethicsand

Corporate Responsibility Committee. At their meetings, the

Committee’s members compare their opinions. For each candidate,

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been agreed to reflect the constraints on foreign-nationality

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 Directorswho

carry out their work within the Group. Three out of the 14 Directors

have at least one non-French nationality.

1.2.3. PRESENTATION OF THE DIVERSITY POLICY

The goal of the Board of Directors’ diversity policy is to assemble a

reasonably sized team that, in view of the Group’s needs and

characteristics, covers the range of outlooks, skills and experience

required for effective collective decision-making. Individually, each

of the team’s members must also show good judgement and

foresight, and uphold the standards of ethical conduct expected of

a Director.

1.2.4. KEY SKILLS REQUIRED FOR THE BOARD

OF DIRECTORS

The impact on diversity and the integration of future members of

the Board of Directors is considered every time a proposal is made

to appoint or reappoint a Director at the General Meeting. The

Nomination, Governance, Ethics and Corporate Responsibility

Committee plays a key role in this area.

It is also a priority for the Board of Directors to have a diverse range

of skills. The Company has identified ten 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

Diversity is often assessed using measurable indicators related to

gender equality, age and nationality.

development and the ability to promote innovation: this

expertise will have been gained at a digital services company or

consulting firm or in an industry sector focused on innovation in

B2B services;

With regard to gender equality, the Company aims to continue

moving toward gender equality to the greatest extent possible, and

in any event has set itself the target of full compliance with the law

in this respect. It is actively seeking to achieve gender equality in its

Board committees.

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, though it may also result

from long sales experience in this market. It should be

accompanied by knowledge of the services sector;

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. Four female Independent Directors

belong to at least one committee.

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);

The targets for bringing more women into senior management

positions are presented in Section 2.2.3 "Diversity and equal

opportunity" of Chapter 4 "Corporate Responsability" of this

Universal Registration Document (pages 108 to 111). 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 current 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, rather than mere hype.

CEO of an international 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;

finance, control and risk management: this expertise requires

professional experience gained in finance, audit or internal

control or while holding a corporate office;

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;

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 62.6 (at 31/12/2020). Two out of 14 Directors

are over 75 years old.

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;

social issues: this expertise presupposes familiarity with

The Company considers that foreign-nationality Directors able to

serve their term of office within a French company prove their

multicultural dimension. Given the international dimension of the

Group’s business activities, foreign nationals are an asset for the

Board of Directors. Wherever possible, they should come from or

live in the main countries in which the Group operates or in which it

is seeking to expand some or all of its operations. 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. An

adjustment to the arrangements for apportioning compensation

referred to in Article L. 225-45 of the French Commercial Code has

institutions, industry bodies, trade unions or public benefit or

humanitarian organisations;

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 clientor

partner of Axway;

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.

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

below):

Knowledge

consulting,

digital

Opera-

tional

services, Knowledge

software

develop-

ment,

ability to

promote

innovation

of one

of the

Group’s

main

vertical

markets

experience

within

the

CEO

of an

interna-

tional

group

Finance,

Human

Interna-

tional

risk resources

Knowledge

Entrepre-

neurial

experience

manage-

ment and

control relations

and

labour

teams and

Sopra

organi- Societal

sations priorities Software

Axway

Steria

Group

Expertise

✔

Hélène Badosa

Kathleen Clark

Bracco

André Einaudi

David Elmalem

Michael Gollner

Éric Hayat

Noëlle Lenoir

Éric Pasquier

Pierre Pasquier

Jean-Luc Placet

Sylvie Rémond

Sopra GMT

representative

✔

Marie-Hélène

Rigal-Drogerys

Jean-François

Sammarcelli

✔

Jessica Scale

1.2.5. DIRECTORS REPRESENTING THE EMPLOYEES

AND REPRESENTATION OF EMPLOYEE

SHAREHOLDERS

1.2.6. INDEPENDENT DIRECTORS

The Nomination, Governance, Ethics and Corporate Responsibility

Committee also monitors the proportion of Independent Directors

on the Board.

Two Directors representing the 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.

Eight Directors are considered independent by the Board of

Directors, or 67% of the Directors appointed by the shareholders at

the General Meeting.

A resolution appointing a Director representing the employee

shareholders will be put to the vote at the General Meetingto be

held on 26 May 2021. The two advisory bodies made up of the

supervisory boards of the FCPE company mutual funds and the

employees holding their shares directly both chose the same

candidate.

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Every year, the 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 9 of the AFEP-MEDEF Code of Corporate Governance

for Listed Companies:

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

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

an employee or executive company officer of the Company;

an employee or executive company officer or Director of a company that the Company consolidates;

an employee, executive company officer or Director of the parent company or of a company consolidated by that parent company.

Requirement 2: Cross-directorships

Must not be an executive company officer of a company in which the Company directly or indirectly holds a directorship, or in which an

employee appointed as such or an executive company officer of the Company (currently serving or having served within the preceding five

years) holds a directorship.

Requirement 3: Material business relationships

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

of material importance to the Company or Group;

or a material portion of whose business is transacted with the Company or Group.

The materiality of the relationship with the Company or its Group is considered by the Board, and the quantitative and qualitative criteria

used to formulate its opinion (continuity, economic reliance, exclusivity, etc.) are stated explicitly in the Annual Report.

Requirement 4: Family ties

Must not have close family ties with a company officer.

Requirement 5: Statutory Auditor

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

Requirement 6: Term of office of over 12 years

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

12th anniversary date of their appointment.

Requirement 7: Non-executive company officer

A non-executive company officer may not be considered independent if he/she receives his/her variable compensation in cash or shares or

any other payment linked to the performance of the Company or the Group.

Requirement 8: Major shareholder

Directors representing major shareholders of the Company or its parent company may be considered independent if these shareholders do

not have full or partial control of the Company. However, if the relevant major shareholders hold more than 10% of the share capital or of

voting rights, the Board, based on a report by the nomination committee, considers as a matter of course the Directors’ independent

status with regard to the composition of the share capital and any potential conflicts of interest.

Requirements

(1)

André

Einaudi

Michael

Gollner

Noëlle Jean-Luc

Sylvie Marie-Hélène Jean-François

Jessica

Scale

Lenoir

Placet Rémond Rigal-Drogerys Sammarcelli

Employee or executive

company officer in the

Requirement 1: past five years

✔

✖

✔

✖

✔

Requirement 2: Cross-directorships

Material business

Requirement 3: relationships

Requirement 4: Family ties

Requirement 5: Statutory Auditor

✔

Term of office of over

Requirement 6: 12 years

✔

Non-executive

Requirement 7: company officer

Requirement 8: Major shareholder

✔

In this table, ✔represents an independence requirement that is satisfied and ✖an independence requirement that is not satisfied.

(1)

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Comments and clarifications

Requirement 1

purchases). They do not give rise to any reciprocal dependence.

Accordingly, the Nomination, Governance, Ethics and Corporate

Responsibility Committee considers that these services do not

constitute a material business relationship likely to call into question

Jean-Luc Placet’s status as an Independent Director. The Board of

Directors has endorsed this view.

Like Sopra Steria Group, Axway Software is fully consolidated by

Sopra GMT. In keeping with the opinion of the Nomination,

Governance, Ethics and Corporate Responsibility Committee, the

Board of Directors considers that the status of Michael Gollner and

of Marie-Hélène Rigal-Drogerys as members of the Board of

Directors of Axway Software does not call into question their status

as Independent Directors:

The Société Générale group is client of the Sopra Steria Group and

also acts as a commercial banker to it. At the recommendation of

the Nomination, Governance, Ethics and Corporate Responsibility

Committee, the Board of Directors concluded that:

Axway Software’s day-to-day operations and investments are not

Sylvie Rémond was appointed in her own name and does not

discussed by Sopra Steria Group’s Board of Directors, although it

is kept informed on a regular basis of the company’s position

operational and financial performance;

represent the Société Générale group on the Board of Directors;

Sylvie Rémond’s professional duties do not place her in a position

to take or influence decisions within the Société Générale group

that might have repercussions for Sopra Steria’s business or

operations;

the procedure for handling potential conflicts of interest apply to

the consideration of matters related to Axway Software;

the Independent Directors present on both Sopra Steria Group’s

the Société Générale group does not generally act as an advisor

for the Group’s external growth transactions;

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.

although the Société Générale group is a major client for

Sopra Steria (accounting for more than 1% of the Group’s

revenue), the existing business relations between the two groups

do not entail any mutual dependence and are not different in

nature from those maintained by Sopra Steria with other large

French and international banking groups, given that the banking

sector is one of Sopra Steria’s key markets.

Requirement 3

Members of the Board of Directors and, more frequently, companies

in which they hold an office or have an interest, may act as a client,

supplier, investment banker, commercial banker or consultant to the

Sopra Steria Group or its core shareholder.

A real estate investment trust held byAndré Einaudi happens to be

the owner of premises occupied by the Company for a number of

years at one of its locations in France, 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 the

customary nature of this type of relationship for the Group. With

limited exceptions, the Group does not own its buildings. Lastly, the

Board confirmed that no dependency is created for the lessor in

relation to this lease.

The Board of Directors then determines whether the nature,

purpose or importance of this business relationship is of special

importance such that it may affect the person’s status as an

Independent Director, based on the prior work done by the

Nomination, Governance, Ethics and Corporate Responsibility

Committee.

In the case of a business relationship, its significance is deduced

from checking various criteria (strategic nature of the service,

mutual dependency, business volume – in particular when it is

greater than 1% of annual revenue, means of selection and

frequency of competitive procedures, Director’s involvement in the

business relationship etc.). Business relationships identified between

employers of two Directors and Sopra Steria Group were deemed

immaterial by the Board of Directors after the situation was

reviewed by the company’s Nomination, Governance, Ethics and

Corporate Responsibility Committee.

No other business relationships were identified by the Company

with Independent Directors.

1.2.7. SENIOR INDEPENDENT DIRECTOR

Since the duties of Chairman of the Board of Directors and of Chief

Executive Officer are held by separate individuals, no Senior

Independent Director (administrateur référent) has been appointed.

The Chairman of the Board of Directors is responsible for the

Board’s shareholder relations (see Section 1.1.1 “Role of executive

company officers” of this chapter).

Sopra Steria Group purchases consulting services from PwC.

Jean-Luc Placet’s role within PwC is not connected operationally

with the relevant activities. These services are not material either for

Sopra Steria Group or for PwC, either with respect to their nature

or the revenues they generate (less than 1% of the Group’s

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1.2.8. DETAILED PRESENTATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

PIERRE PASQUIER

Chairman of the Board of Directors

Number of shares in the Company

owned personally: 108,113 (1)

Member of the Nomination, Governance, Ethics and

Corporate Responsibility Committee

Date of first appointment:1968

(date Sopra was founded)

Date term of office ends:General Meeting to

approve the financial statements for the year ended

31/12/2023

Business address:

Sopra Steria Group – 6 avenue Kleber

75116 Paris – France

Nationality:French

Age:85

Appointments

Outside the

Group

Outside

France

Listed

company

Main positions and appointments currently held

✔

Chairman of the Board of Directors ofSopra Steria Group

✔

Chairman of the Board of Directors of Axway Software

Chairman and CEO of Sopra GMT

Executive company officer, Director or permanent representative of Sopra GMT at

Sopra Steria Group subsidiaries (direct and indirect)

Company officer of direct and indirect subsidiaries of Axway Software

Other directorships and offices held during the last five years

Not applicable

Biography

Pierre Pasquier has more than 50 years’ experience in digital services and management of an international business. He and his associates

founded Sopra Group in 1968, and he chairs the Board of Directors.

After graduating in mathematics from the University of Rennes, Pierre Pasquier began his career at Bull before focusing on starting up Sogeti,

which he left to found Sopra. Recognised as a pioneer in the sector, he has always affirmed the entrepreneurial spirit of the company, which aims

to serve key account clients by drawing on innovation and shared success.

Pierre Pasquier oversaw Sopra’s expansion in its vertical markets and internationally. The 1990 IPO, successive growth phases and the

transformational 2014 tie-up with Groupe Steria have secured the company’s independence in a changing market.

In 2011, Pierre Pasquier oversaw the IPO of subsidiary Axway Software, whose Board of Directors he continues to chair.

Pierre Pasquier served as Chairman and Chief Executive Officer of Sopra Group until 20 August 2012, when the roles of Chairman and Chief

Executive Officer were separated.

Pierre Pasquier is also Chairman and Chief Executive Officer of Sopra GMT, the holding company for Sopra Steria Group and Axway Software.

(1) The Pasquier family group holds 68.27% of the share capital of Sopra GMT (the holding company that takes an active role in managing Sopra Steria Group and Axway Software). 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. See Chapter 7,

Section 2 (“Share ownership structure”), on page 267 of this Universal Registration Document.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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ÉRIC PASQUIER

Vice-Chairman of the Board of Directors

Number of shares in the Company

owned personally: 3,096 (1)

Member of the Audit Committee

Date of first appointment:27/06/2014

Date term of office ends: General Meeting to approve

the financial statements for the year ended 31/12/2023

Business address:

Sopra Banking Software –

6 avenue Kleber – 75116 Paris – France

Nationality:French

Age:50

Appointments

Outside the

Group

Outside France

Listed

company

Main positions and appointments currently held

Chief Executive Officer of Sopra Banking Software

✔

Managing Director and member of the Board of Directors of Sopra GMT

Company officer of direct and indirect subsidiaries of Sopra Steria Group

Other directorships and offices held during the last five years

Not applicable

Biography

Éric Pasquier is Chief Executive Officer of Sopra Banking Software. He has been with the Group for over 20 years. He is also Vice-Chairman of

Sopra Steria Group’s Board of Directors and Managing Director of Sopra GMT, the holding company for Sopra Steria Group and Axway Software.

After graduating from the EPITA IT engineering school, Éric Pasquier began his career in 1996 at the Altran group, where he managed IT projects

on behalf of several key account customers.

He joined Sopra in 1999, where he began to broaden his experience in the operational management of major projects, notably in

telecommunications, a fast-changing field at the start of the new millennium.

In 2004, Éric Pasquier was given responsibility for setting up the Group’s first nearshore industrial service centre in Spain and thus acquired

experience in the coordination of multi-country operations, in this case involving Spain and France.

He was named CEO of Sopra’s Spanish subsidiary in 2008. Thanks to his managerial skills and guided by his long-term vision, this subsidiary was

able to deliver strong growth and withstand the 2008/2009 financial crisis, despite having many banking clients, before returning to a good level

of economic performance in the early 2010s.

Éric Pasquier returned to France in 2014 to serve as Deputy CEO of Sopra Banking Software and became its Chief Executive Officer in 2016.

In this position, he guides many financial players in Europe, the Middle East and Africa through their digital transformation.

He is overseeing Sopra Banking Software’s corporate plan in both specialist financing and retail banking, Éric Pasquier also supervises all of the

Group’s activities in the financial services vertical, and thus coordinates the banking business solutions provided by subsidiaries across all

geographies concerned.

In carrying out his various responsibilities, he draws on his wealth of experience in the field and his particular focus on human resources, qualities

he has brought to his work as a member of Sopra Steria’s Board of Directors since 2014.

(1) The Pasquier family group holds 68.27% of the share capital of Sopra GMT (the holding company that takes an active role in managing Sopra Steria Group and Axway Software). 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. See Chapter 7,

Section 2 (“Share ownership structure”), on page 267 of this Universal Registration Document.

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SOPRA GMT KATHLEEN CLARK BRACCO

Permanent representative of Sopra GMT

Number of shares in the Company

held by Sopra GMT: 4,035,669

Chairwoman of the Nomination, Governance, Ethics Date of first Sopra GMT appointment:27/06/2014

and Corporate Responsibility Committee

Member of the Compensation Committee

Date term of office ends:General Meeting to approve

the financial statements for the year ended 31/12/2023

Business address:

Sopra Steria Group – 6 avenue Kleber

75116 Paris – France

Nationality:American

Age:53

Appointments

Main positions and appointments currently

held by Kathleen Clark Bracco

Outside the

Group

Outside France Listed company

✔

Director of Corporate Development of Sopra Steria Group

✔

Vice-Chairwoman of the Board of Directors of Axway Software

Deputy Director of Sopra GMT

Director or permanent representative of Sopra GMT at Sopra Steria Group

subsidiaries (direct and indirect)

Other directorships and offices held during the last five years

Not applicable

Biography

Kathleen Clark Bracco has worked at Sopra Steria Group for over20 years. She is currently Director of Corporate Development.

After graduating with a Master’s degree in arts and literature from the University of California (Irvine), she began her career in teaching in the

United States. In 1998, she left Silicon Valley for France, where she joined Sopra, working in the Communications Department. She served as

Director of Investor Relations from 2002 to 2015 In that role, she forged solid relationships between the Group’s executive bodies and a range of

increasingly international shareholders.

Kathleen Clark Bracco was also involved in the successful spin-off of Axway, which generates half of its revenue in the United States. She joined

Axway’s Board of Directors in 2011 and has served as its Deputy Chairman since 2013. This role therefore promotes strategic harmonisation

between the two groups.

As Deputy Director of Sopra GMT since 2012, she made a significant contribution to the success of the merger between Sopra and Steria in 2014

In 2015, she was appointed Director of Corporate Development for the new Group, where she oversees acquisition opportunities to round out the

business portfolio in line with the Group’s strategy. She is also involved in a number of the Group’s corporate initiatives, in particular those

addressing issues of fairness, anti-corruption measures, ethics and employee share ownership.

Kathleen Clark Bracco was first appointed to the Board of Directors in 2012. She was named as the permanent representative of Sopra GMT in

2014 and has chaired the Nomination, Governance, Ethics and Corporate Responsibility Committee ever since. In this role, her long experience

within the Group and its governing bodies, her knowledge of the financial markets, her commitment to social and societal issues and her

communication skills all contribute to the sound governance of Sopra Steria.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

ÉRIC HAYAT

Vice-Chairman of the Board of Directors

Number of shares in the Company

owned personally: 37,068

Member of the Compensation Committee

Member of the Nomination, Governance, Ethics and

Corporate Responsibility Committee.

Date of first appointment:27/06/2014

Date term of office ends:General Meeting to

approve the financial statements for the year ended

31/12/2023

Business address:

Sopra Steria Group – 6 avenue Kléber

75116 Paris – France

Nationality:French

Age:80

Appointments

Outside the

Group

Outside

France

Listed

company

Main positions and appointments currently held

✔

President of Éric Hayat Conseil

Chairman of the public interest group

Modernisation des Déclarations Sociales (MDS GIP)

✔

Other directorships and offices held during the last five years

Not applicable

Biography

Éric Hayat has been Vice-Chairman of the Board of Directors of Sopra Steria Group since 2014. He co-founded Groupe Steria in 1969 and served

as its Deputy Chief Executive Officer. He was the group’s Chairman at the time of the tie-up with Sopra in 2014.

A graduate in engineering from the École Nationale Supérieure de l’Aéronautique, Mr Hayat is a seasoned professional in the digital world. He

contributed to the expansion of Groupe Steria both internationally and in a wide range of vertical markets, notably in the public sector. In 2014,

Groupe Steria generated three quarters of its revenue outside France.

Alongside his professional career, Éric Hayat is recognised for his commitment to representing the digital sector. As Chairman of the Syntec

Informatique employers’ organisation from 1991 to 1997 and of Fédération Syntec from 1997 to 2003, he led key projects such as the

implementation of the collective bargaining agreement and the 35-hour working week.

As a member of the Executive Committee of MEDEF from 1997 to 2005, Éric Hayat chaired the committee tasked with negotiating the research

tax credit.

He has served as Chairman of the French public interest group for the “Modernisation of Payroll Reporting” since 2000. In this capacity, he brings

together public sector bodies, collective pension organisations, chartered accountants and software vendors to boost the digital transformation of

social protection. As an example, the group contributed to the success of France’s new pay-as-you-earn tax system. Through his close working

relationships with a wide range of stakeholders, Éric Hayat is a Vice-Chairman particularly focused on current far-reaching changes affecting

society.

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Organisation and operation of governance

ANDRÉ EINAUDI

Independent Director

Number of shares in the Company

owned personally: 100

Business address:

c/o Ortec Expansion

550, rue Pierre Berthier

Parc de Pichaury

Date of first appointment:09/06/2020

Date term of office ends:General Meeting to

approve the financial statements for theyear

ended 31/12/2021

13100 Aix-en-Provence – France

Nationality:French

Age:65

Appointments

Outside

the Group

Outside

France

Listed company

Main positions and appointments currently held

✔

Chairman and CEO of Ortec group

Director of Crédit Mutuel Equity (SA)

Chairman of La Cave de la Bargemone

Joint Manager of SCEA du Sud Est

Company officer of direct and indirect subsidiaries of Ortec group

Other directorships and offices held during the last five years

Not applicable

Biography

André Einaudi is the Founding Chairman and CEO of Ortec Group, an international integrator of construction and engineering solutions, with

locations on four continents.

An engineer and graduate of the IAE Aix-en-Provence business school, André Einaudi has spent his entire career in business services. He joined a

group of service companies in southeastern France in 1980 as a project engineer. He built the company’s Service, Organisation and Methods

Department from the ground up to meet the needs of its client Total. In 1985, he was named to head the Industrial Agencies Department,

managing a team of 300 people.

In 1987, he became Chairman of the Executive Board of an entity bringing together the industrial engineering firm Buzzichelli and the activities of

the Industrial Maintenance and Environment Department under his aegis, which took the name Ortec.

Backed by a team of senior managers, André Einaudi led the leveraged management buy-out of Ortec in 1992. Newly independent, the young

firm expanded into the fields of waste management and the decontamination of industrial sites. Through a series of successful acquisitions, André

Einaudi has guided Ortec’s continuing development with a focus on diversification, with respect to both client sectors and business activities.

Widely recognised as a business leader, André Einaudi created O. Forum in 2000, an annual event for decision makers across industries. Each year,

he brings together a panel comprised of participants from various backgrounds, to exchange ideas, share the transformations and challenges that

will be faced by industry in the future.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

MICHAEL GOLLNER

Independent Director

Number of shares in the Company

owned personally: 100

Member of the Audit Committee

Date of first appointment:12/06/2018

Date term of office ends:General Meeting to approve

the financial statements for the year ended 31/12/2021

Business address:

21 Poland Street

London W1F 8QG, United Kingdom

Nationality:American and

British

Age:62

Appointments

Outside the

Group

Outside France

Listed

company

Main positions and appointments currently held

✔

Director of Axway Software

Executive Chairman of Madison Sports Group

Managing Partner of Operating Capital Partners

Director of Levelset

Other directorships and offices held during the last five years

Not applicable

Biography

Michael Gollner is an experienced entrepreneur, investor and member of several boards of directors. His expertise spans the media andtechnology

sectors and the field of business transformation. Holder of an MA in international studies from the University of Pennsylvania and anMBA from

the Wharton School, Michael Gollner began his career in investment banking at Marine Midland Bank from 1985 to 1987, Goldman Sachs from

1989 to 1994 and Lehman Brothers from 1994 to 1999.

With a passion for technology and media – sectors little understood by the market at the time – in 1999 he joined Citigroup Venture Capital

(which later became Court Square Capital) as its Managing Director, Europe.

He founded investment firm Operating Capital Partners in London in 2008. As Managing Partner, Michael Gollner supports the development of a

portfolio of companies in around 20 countries, mostly in the technology, media and cable sectors. On a day-to-day basis, he handles issues

relating to data processing and business model transformation. Thanks to his expertise in this area, he is a director of Levelset, a payments

platform in the construction sector.

Michael Gollner is also Executive Chairman of Madison Sports Group, which he founded in 2013. The group promotes the Six Day Series of

professional cycling events, which have enjoyed great success worldwide.

Michael Gollner has been a member of the Board of Directors of Axway Software since 2012 and of the Board of Directors of Sopra Steria since

2018, where he brings the perspective of a business financing specialist from the English-speaking world who is closely involved in the operational

aspects of the companies he manages or supports.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

NOËLLE LENOIR

Independent Director

Number of shares in the Company

owned personally: 1

Member of the Nomination, Governance, Ethics

and Corporate Responsibility Committee

Date of first appointment:09/06/2020

Date term of office ends:General Meeting to approve

the financial statements for the year ended 31/12/2021

Business address:

28 boulevard Raspail

75007 Paris – France

Nationality:French

Age:72

Appointments

Outside the

Group

Outside France

Listed

company

Main positions and appointments currently held

✔

Attorney-at-law, Noëlle Lenoir Avocats

Vice-Chairwoman of the International Chamber of Commerce (French delegation)

Chairwoman of the Legal Commission of “Grand Paris/Ile de France”

Member of the Académie Française des Technologies

Director of Cluster Maritime de France

Director of HEC

Other directorships and offices held during the last five years

✔

Director of Valéo and Compagnie des Alpes

Chairwoman of the Science and Ethics Committee of Parcoursup

Chairwoman of the Ethics Committee of Radio-France

Biography

Noëlle Lenoir is a lawyer, former judge and politician, with expertise in ethics, professional conduct and European affairs.

A graduate of the Institut d’Études Politiques de Paris,she earned her law degree from the Université de Paris and began her career at the French

Senate in 1972, then joined the CNIL in 1982, the French Data Protection Authority. As the CNIL’s Chief Legal Officer, she supervised the

implementation of the French data protection and freedom of information act(Loi informatique et libertés). Noëlle Lenoir joined the Conseil d’État

(France’s highest administrative court) in 1984 as a maître de requêtes (master of petitions) where she carried out the roles of Government

Commissioner (now known as Public Rapporteur). She then became head of the French Minister of Justice’s office, before being appointed by the

Prime Minister to carry out an investigation into bioethics law. Her report was used as the basis for drawing up the first law on bioethics in France.

The first woman appointed to France’s Constitutional Council (1992 to 2001), she also chaired UNESCO’s International Bioethics Committee from

1992 to 1999 and was Chairwoman of the European Bioethics Group on Science and New Technology at the European Commission (1994 to

2001).

She later taught law at Columbia University in New York and University College London, before returning to France in 2002 when she was

appointed Minister for European Affairs. In this position, she notably took part in negotiations with accession countries in Central and Western

Europe to prepare their integration into the European Union.

Subsequently, Noëlle Lenoir practised as a lawyer (specialising in digital and data protection law, internal and international investigation,

compliance and anti-corruption, labour, competition and European law) before being appointed the first Chief Ethics Officer of the French

National Assembly, where she served from 2012 to 2014, reviewing the statements of interest submitted by members and drafting initial

recommendations based on members’ code of conduct.

Since then, she has chaired Ethics Committees at Radio France and the Parcoursup platform, further expanding her expertise relating to social

issues.

Noëlle Lenoir has contributed many articles to law journals and is the author of several books and numerous reports. She has hosted programmes

and moderated debates notably on BFM Business and France 24, and has been a columnist and contributor to L’Express, La Tribune and France

Culture. She has taught at a range of prestigious schools and universities. She is Chairman of the “Cercle des Européens”, a forum for

decision-makers to engage in dialogue with European leaders.

Noëlle Lenoir is also currently the Vice-Chairwoman of ICC France and the Chairwoman of the Legal Commission of “Grand Paris/Ile de France”,

responsible for formulating proposals on the region’s appeal as a legal centre.

In 2020, Noëlle Lenoir set up her own firm specialising five main areas – corporate social responsibility and compliance (climate litigation, duty of

vigilance and anti-corruption responsibilities), data protection, public business law and European law, as well as internal and international

investigations.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

JEAN-LUC PLACET

Independent Director

Number of shares in the Company

owned personally: 100

Chairman of the Compensation Committee

Member of the Nomination, Governance, Ethics and

Corporate Responsibility Committee

Date of first appointment:19/06/2012

Date term of office ends:General Meeting to approve

the financial statements for the year ended 31/12/2021

Business address:

PwC, 63, rue de Villiers

92208 Neuilly sur Seine – France

Nationality:French

Age:68

Appointments

Outside the

Group

Outside

France

Listed

company

Main positions and appointments currently held

✔

Partner at PwC

Chairman of IDRH SA

Other directorships and offices held during the last five years

Member of the Conseil Économique, Social et Environnemental

Chairman of Fédération Syntec

Member of the Statutory Committee of MEDEF

Chairman of EPIDE

Biography

Jean-Luc Placet has spent much of his career as a management, organisation and human resources consultant for large organisations.

After graduating from the ESSEC business school, he began his career at Saint-Gobain’s marketing department before joining the marketing

department of monthly business magazine L’Expansion. He joined consulting firm IDRH in 1981 and became its Chairman and CEO in 1992. Ever

since then, he has overseen IDRH’s expansion at the same time as being heavily involved in employers’ organisations (MEDEF and Syntec

Informatique) as well as France’s Economic, Social and Environmental Council.

IDRH joined PwC in 2016, retaining Jean-Luc Placet as its Chairman. He is also a PwC partner.

In his role as Chairman and CEO of IDRH, Jean-Luc Placet has supported numerous ministries and French multinational, drawing on his ability to

harness the power of people to transform organisations. By putting employee commitment at the heart of the corporate plan, he helps fuel

Sopra Steria Group’s strategic thinking in this area. Compensation and governance have also been key areas of focus during his career.

His elected duties on various Syntec bodies, including chairing Fédération Syntec (2011-2014) and European federation Feaco (2007-2012), give

him a broad overview of the social challenges posed by business transformation at the international level. He has also contributed to the work of

France’s Economic, Social and Environmental Council on labour relations and new forms of management.

As a member of the Executive Committee and subsequently the Statutory Committee of MEDEF, Jean-Luc Placet also gained further expertise in

the governance and operation of executive bodies. He draws on the full range of this expertise in his role as Chairman of Sopra Steria Group’s

Compensation Committee.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

SYLVIE RÉMOND

Independent Director

Number of shares in the Company

owned personally: 152

Member of the Compensation Committee

Date of first appointment:17/03/2015

Date term of office ends:General Meeting to approve

the financial statements for the year ended 31/12/2022

Business address:

Société Générale

75886 Paris Cedex 18 – France

Nationality:French

Age:57

Appointments

Outside the

Group

Outside France

Listed

company

Main positions and appointments currently held

Group Chief Risk Officer, Société Générale Group

✔

Director of Sogecap (Société Générale Group)

Other directorships and offices held during the last five years

✔

Director of SGBT, Luxembourg (Société Générale group)

Director of Rosbank, Russia (Société Générale group)

Director of KB Financial Group, Czech Republic

(Société Générale group)

✔

Director of ALD SA, France (subsidiary of the Société Générale group)

Biography

Sylvie Rémond has over 35 years’ experience in customer relations, structured finance and risk management. She has been Société Générale’s

Group Chief Risk Officer since 2018 and a member of its Executive Committee since 2011.

After graduating from the ESC Rouen business school, Sylvie Rémond joined Société Générale in 1985. She held a number of positions in the

Individual Client division, where she gained an understanding of retail banking, and subsequently the Large Corporate division, where she

developed a flair for customer relations, with a heavily international focus.

She joined the Structured Finance Department in 1992, where she helped numerous businesses fulfil their strategic plans by structuring acquisition

finance and leveraged deals.

In 2000, Sylvie Rémond was appointed Head of Corporate and Acquisition Finance Syndication, a role in which she developed her knowledge of

international financial and debt markets.

In 2004, she was appointed Head of Credit Risk for the Corporate and Investment Banking business. Supported by a large team of experts, she

was involved in signing off all financing deals where the bank was lead arranger. After being appointed Deputy Group Chief Risk Officer in 2010,

she was notably responsible for managing the impact of the financial crisis on the bank’s lending book.

In 2015, she moved back to the commercial side of the business as Global Co-Head of Coverage and Investment Banking, overseeing a broad

range of activities from financing to equity.

Sylvie Rémond was appointed Group Chief Risk Officer in 2018. She manages all of the group’s credit, market and operational risks so that senior

management can focus on transforming the bank in a way that is both profitable and resilient, in response to the challenges posed by increasingly

strict regulations.

She has also served on the risk and audit committees of a number of French and foreign subsidiaries of Société Générale Group, bolstering her

experience of corporate governance in listed and unlisted companies.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

MARIE-HÉLÈNE RIGAL-DROGERYS

Independent Director

Number of shares in the Company

owned personally: 100

Chairwoman of the Audit Committee

Date of first appointment:27/06/2014

Date term of office ends:General Meeting to approve

the financial statements for the year ended 31/12/2023

Business address:

École Normale Supérieure de Lyon

15, parvis René Descartes

BP 7000 – 69342 Lyon Cedex 07 – France

Nationality:French

Age:50

Appointments

Outside the

Group

Outside France

Listed

company

Main positions and appointments currently held

Adviser to the President, École Normale Supérieure de Lyon

✔

Director of Axway Software

Expert member of the Advisory Board, Institut Mines-Télécom (IMT) Albi-Carmaux

Other directorships and offices held during the last five years

Consultant and Partner of Ask Partners

Biography

A trained scientist, Marie-Hélène Rigal-Drogerys has a sound understanding of the world of higher education, research and innovation, and of the

public sector more generally, which she combines with an operational and executive approach to strategy and organisation.

Marie-Hélène Rigal-Drogerys has a PhD in mathematics and a DEA postgraduate degree in theoretical physics. She began her career as a lecturer

and researcher at the University of Montpellier and subsequently at the École Normale Supérieure de Lyon. In 1998, she moved into the world of

financial audit. In this field, she worked for key accounts in industry, services and the public sector and faced new and specific challenges. As a

Senior Manager with the Mazars Group, she managed the financial audit of Sopra until 2008.

Marie-Hélène Rigal-Drogerys then worked as a Consulting Partner at Ask-Partners. From 2009 to 2017, she helped businesses and organisations

transition to new models.

As Adviser to the President of the École Normale Supérieure de Lyon, she has been working since 2017 to help the institution emerge as a

world-class university.

Throughout her career, she has naturally brought multiple stakeholders together to help decision-making bodies seek solutions in complex and

changing situations.

In her role as Chairwoman of Sopra Steria’s Audit Committee, Marie-Hélène Rigal-Drogerys strives to integrate the strategic, business and human

dimensions, with a constant focus on taking into the account the far-reaching transformation the Group is currently undergoing.

She also draws on these skills as a Director of Axway Software and an expert member of the Board of the IMT Mines Albi-Carmaux engineering

and management school.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

JEAN-FRANÇOIS SAMMARCELLI

Independent Director

Number of shares in the Company

owned personally: 500

Member of the Audit Committee

Date of first appointment:15/04/2010

Member of the Nomination, Governance, Ethics and Corporate Date term of office ends:General

Responsibility Committee

Meeting to approve the financial statements

for the year ended 31/12/2021

Business address:

Sopra Steria Group

6 avenue Kleber – 75116 Paris – France

Nationality:French

Age:70

Appointments

Outside

the Group

Outside

France

Listed

company

Main positions and appointments currently held

✔

Chairman of the Supervisory Board, NextStage

Director of Crédit du Nord

Director of Boursorama

Non-Voting Director of Ortec Expansion

Other directorships and offices held during the last five years

✔

Director of RiverBank, Luxembourg

Member of the Supervisory Board of Société Générale Marocaine de Banques

Director of Société Générale Monaco

Biography

Jean-François Sammarcelli is a graduate of the École Polytechnique and spent his entire career at Société Générale until his retirement in 2015. He

held top-tier positions there, giving him in-depth expertise in executive management, finance and control.

In particular, as Director of Real Estate Business from 1995 to 2000, Jean-François Sammarcelli oversaw the policy of restructuring the bank’s real

estate business during the 1990s real estate crisis. He worked for the investment banking business from 2000 to 2004, first as Chief Operations

Officer and subsequently as Chief Financial Officer and then Co-Head of the department responsible for relations with corporate and financial

institution key accounts. During this period, he was involved in the global reorganisation of SGCIB after the internet bubble burst.

He then continued his career at Société Générale in the retail bank, where he served as Network Director, France, Deputy CEO and finally Head of

Retail Banking, France.

Sopra Steria Group’s Board of Directors benefits from Jean-François Sammarcelli’s extensive and varied experience in the banking world, which

has long been a strategic vertical market for the Group. Furthermore, he has served in executive management roles and as a director in a group

recognised as a pioneer in digital transformation and innovation in customer relationships.

Heavily involved in governance at Société Générale and its subsidiaries, as well as at groups where he has served as an independent director,

Jean-François Sammarcelli also brings experience of corporate tie-ups.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

JESSICA SCALE

Independent Director

Number of shares in the Company

owned personally: 10

Member of the Compensation Committee

Member of the Nomination, Governance, Ethics and

Corporate Responsibility Committee

Date of first appointment:22/06/2016

Date term of office ends:General Meeting to

approve the financial statements for the year ended

31/12/2022

Business address:

Sopra Steria Group – 6 avenue Kleber

75116 Paris – France

Nationality:French and British

Age:58

Appointments

Outside the

Group

Outside

France

Listed

company

Main positions and appointments currently held

✔

Chairwoman of digitfit

Independent consultant specialising in the challenges posed by the digital transformation

Other directorships and offices held during the last five years

Not applicable

Biography

Jessica Scale founded digifit, a hub that provides strategy consulting for senior executives, in 2014. She helps companies grow by taking

advantage of the opportunities offered by the digital, social and environmental transitions.

A graduate of Sciences Po Paris and holder of a PhD in political science, she has taught strategy at Sciences Po Paris since 1990.

Jessica Scale began her career in strategy consulting (at Bossard and PwC) working for key account clients in a wide rangeof industry sectors.

In 2002, she moved into the tech sector, where she worked for major players, first as Transformation Director at IBM Global Services and then as

Vice-President of Sales and Marketing at Unisys Europe, which she joined in 2005. She took on further international responsibilities in 2008,when

she became Director of Global Outsourcing at Logica-CGI, where she was later appointed Global Client Director. As Director, France at Logica-CGI

from 2010 to 2013, she also gained in-depth experience of issues connected with governance, ethics and labour relations.

Jessica Scale has written numerous articles and books, including in particularBleu Blanc Pub: Trente Ans de Communication Gouvernementale en

France, which remains a landmark work for anyone seeking to understand major public communication campaigns.

She has long been involved in international entrepreneurship networks, with a particular focus on promoting women in business, and is keenly

interested in the issue of the raison d’être of companies.

Jessica Scale’s multicultural and operational experience dealing with digital, strategic and social issues at the international level enriches strategic

thinking on Sopra Steria Group’s Board of Directors.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

HÉLÈNE BADOSA

Director representing the employees

Number of shares in the Company

owned personally: none

Member of the Compensation Committee

Date of first appointment:Works Council meetings

on 27-28/09/2018

Date term of office began:23/09/2020

Date term of office ends:General Meeting to

approve the financial statements for the year ended

31/12/2023

Business address:

Sopra Steria Group – 6 Avenue Kleber

75116 Paris – France

Nationality:French

Age:62

Appointments

Outside the

Group

Outside

France

Listed

company

Main positions and appointments currently held

Lead Engineer

Member of the Board of Directors of the Traid-Union trade union

Manager of two SCIs

Other directorships and offices held during the last five years

Member of the Regional Economic Commission - SSG Auvergne-Rhône-Alpes

SSG - Lyon’s employee representative affiliated with the Traid Union trade union

Union representative with the Lyon and Aix-en-Provence CHSCT

(Health, safety and working conditions commission)

Biography

Hélène Badosa has worked at Sopra Steria Group for over 20 years. Alongside her professional role, she has also long experience of employee

representative bodies.

With a master’s degree in information systems, Hélène Badosa began her career running a department at EDS’s data processing centre and went

on to become a SAP ERP consultant.

She joined Sopra Steria Group in 2001, heading up numerous engineering projects in France and abroad. She is currently a testing specialist for

one of Sopra Steria’s key account clients. Thanks to her experience in a broad range of roles, she has in-depth knowledge of issues in the field and

the technological environment.

Keen to ensure that employees’ voices are heard amid the digital business transformation, Hélène Badosa has also held various corporate offices

over the course of her career. As employee representative at EDS and subsequently Sopra Steria, trade union representative on the Lyon and

Aix-en-Provence Health, Safety and Working Conditions Committees, member of the Auvergne-Rhône-Alpes Regional Economic Committee and

member of the Board of Directors of Traid-Union, she is resolutely committed to employee representation. In particular, the tie-up between Sopra

and Steria involved significant work with employees to ensure that the two companies’ cultures merged successfully.

Hélène Badosa joined Sopra Steria’s Board of Directors in 2018 as Director representing the employees. She brings her vision as an employee with

a keen eye for synergies between the company’s and employees’ development.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

DAVID ELMALEM

Director representing the employees

Number of shares in the Company

owned personally: none

Business address:

Sopra Steria Group – 37 Chemin des Ramassiers

31770 Colomiers – France

Date of first appointment:23/09/2020

Date term of office began:23/09/2020

Date term of office ends:General Meeting to approve

the financial statements for the financial year ended

31/12/2023

Nationality:French

Age:38

Appointments

Outside the

Group

Outside France

Listed

company

Main positions and appointments currently held

Project leader

Other directorships and offices held during the last five years

Not applicable

Biography

David Elmalem joined Sopra Steria Group in 2008.

He successively served in testing, business analysis and project management roles as an integrator for complex air traffic control systems.

David Elmalem holds an engineering degree from the ENAC civil aviation academy, and has a passion for aeronautics and new technologies.

With a constant focus on putting the Group’s strategy into action, he has built up a dual set of business line and IT expertise that makes him

highly attuned to the needs of aeronautics clients, helping them make their digital transformation a success. As an example, he took part in the

SESAR (Single European Sky ATM Research) programme to modernise Europe’s air traffic management systems, coordinating input from major

players in this field, including a number of Sopra Steria clients (such as Airbus, Thales and Eurocontrol).

A true believer in putting people first, he takes a proactive role in the professional development of his team and his colleagues, leadsa community

of aeronautics enthusiasts within his business unit, and is an impassioned advocate of digital services professions for engineering students.

Elmalem joined Sopra Steria’s Board of Directors in 2020 as a Director representing the employees.

He serves as a link between the employees and the Board of Directors, ensuring their voices are heard amidst an unprecedented economic and

social situation.

Owing to their professional experience as well as activities pursued

outside the Company, the members of the Board of Directorshave

all acquired expertise in the area of management and some of them

also have gained expertise in the Company’s industry sector.

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;

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

any conflict of interest affecting the exercise of his/her duties and

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.

responsibilities;

any family relationship with another member of the Board of

Directors, with the exception of Éric Pasquier, who is related to

Pierre Pasquier;

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.

any conviction during the last five years in relation to fraudulent

offences;

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

certain decisions “that are highly strategic in nature or that are likely

to have a significant impact on the financial position or

commitments of the Company or any of its subsidiaries”. The

internal rules and regulations are available on the Group’s website

(Investors section).

1.3. Preparation and organisation

of the work of the Board

of Directors

1.3.1. REGULATORY FRAMEWORK GOVERNING

THE BOARD OF DIRECTORS, ITS ORGANISATION

AND ITS WORKING PROCEDURES

They also set out the number, purpose and composition of the

committees tasked with preparing certain matters for the Board of

Directors, and give specific provisions for its three standing

committees, namely:

The organisation and working procedures of the Board of Directors

are governed by law, the Company’s Articles of Association and the

Board’s own internal rules. Each of the permanent Board

Committees has adopted its own charter approved by the Board of

Directors setting forth how it should operate.

the Audit Committee;

the Nomination, Governance, Ethics and Corporate Responsibility

Committee;

the Compensation Committee.

The internal rules and regulations provide that the Board of

Directors may create one or more ad hoc committees and that those

committees may, in the performance of their respective duties and

after having duly informed the Chairman, hear matters brought to

them by the Group’s managers and use the services of external

experts at the Company’s expense.

a. Legal provisions

The working procedures of the Board of Directors are governed by

Articles L. 225-17 et seq. and L. 22-10-2 et seq. of the French

Commercial Code. The principal mission of the Board of Directors is

to determine the strategic directions to be followed by the Company

and to oversee their implementation.

The internal rules and regulations also address the following issues:

summary of powers under applicable law and the Articles of

Association, meetings, information received by the Board of

Directors, training of members, evaluation of the Board, travel

expenses, confidentiality, Non-Voting Directors, social and economic

council representatives, and discretionary and other ethical

obligations, in particular regarding conflicts of interest, related-party

agreements or stock exchange transactions. A procedure for

assessing routine agreements has been added as an appendix.

b. Provisions in the Articles of Association

The rules governing the organisation and procedures of the Board

of Directors are set forth in Articles 14 to 18 of the Articles of

Association. The Articles of Association are available on the Group’s

website (Investors section).

c. Internal rules and regulations of the Board of Directors

The internal rules and regulations of the Board of Directors were last

amended on 22 October 2020. The purpose of the revision was to

adapt it to the requirements of the Pacte Law, those of the Law

simplifying company law and the latest changes to the AFEP-MEDEF

corporate governance code, as well as the decisions made by the

General Meeting of the Shareholders.

1.3.2. MEETINGS OF THE BOARD OF DIRECTORS

a. Number of meetings held during the financial year

An annual schedule is drawn up detailing the work of the Board.

This schedule may be changed where justified by special events or

deals. The Board of Directors met nine times in 2020, of which

three meetings were not on the annual schedule, but were arranged

to consider exceptional events (pandemic, cyberattack).

The internal rules and regulations define the roles of the Board of

Directors, its Chairman and the Chief Executive Officer, and specify

the conditions for the exercise of their prerogatives. They also

provide that prior approval by the Board of Directors is required for

b. Directors’ attendance

Nomination, Governance,

Ethics and Corporate

Responsibility Committee

Board of

Directors Committee

Audit

Compensation

Committee

Financial year 2020

Number of meetings

Attendance rate

99%

93%

98%

100%

The Board of Directors’ attendance rate in 2020 was 98%.

No Director was absent from more than one Board meeting.

responsibilities. They must inform the Chairman of the Board of

Directors of any change in their professional situation that might

affect their availability.

In accepting their appointments as Directors, all members of the

Board of Directors agree to devote the time and attention necessary

to fulfil their duties. Directors are required to be present at every

meeting of the Board of Directors as well as those of its committees

on which they serve, unless they are unable to attend due to an

emergency situation or other legitimate reason.

The Board of Directors decided in February 2012 to remove the

fixed portion of compensation required by Article L. 225-45 of the

French Commercial Code. In accordance with the policy approved

by the General Meeting, this compensation is allotted in full based

on actual attendance at meetings of the Board of Directors and its

committees.

All Board members also agree to resign from their positions should

they feel they are no longer able to fully assume their

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

c. Items of business

1.3.3. COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors was kept regularly informed of the activities

of the three permanent committees through reports by their

respective Chairmen on the work performed between each meeting

of the Board of Directors.

a. The Audit Committee

The composition and functioning of the Audit Committee are

governed by the Board of Directors’ internal rules and regulations

and by a charter that is reviewed at regular intervals by the

Committee and approved by the Board of Directors on

26 July 2018.

The main items of business in 2020 were:

approval of the financial statements for the year ended

31 December 2019;

Its current members are:

approval of the interim financial statements for the first half

of 2020;

Marie-Hélène Rigal-Drogerys, Chairwoman (Independent

Director);

2020 budget;

Michael Gollner (Independent Director);

quarterly performance;

Éric Pasquier;

review of draft financial communications;

Jean-François Sammarcelli (Independent Director).

approval of management forecasts and corresponding reports;

This composition provides the blend of financial accounting and

knowledge of the business and its business lines that are crucial for

the Committee’s work. Three of the four members have spent all or

part of their career in investment banking, lending, including as

chief financial officer or as a Statutory Auditor and have developed

expertise in finance and risk management. The individual skills of

each member of the Committee are set out in Section 1.2.4 “Key

skills required for the Board of Directors” of this chapter, pages 56

to 57. Their professional experience is summarised in Section 1.2.8

“Detailed presentation of the members of the Board of Directors” of

this chapter, pages 60 to 73.

review of the Audit Committee’s work and recommendations (in

particular those concerning the financial statements and the

finance policy, internal control and risks, external audit);

control of related-party agreements;

continuation or removal of previously authorised agreements;

authorisation to guarantee commitments by subsidiaries

controlled by the Group;

the Group’s strategy;

external growth transactions and business disposals;

The Committee meets six times a year on average and in any event

no fewer than four times a year. They generally break down as

follows:

review of the recommendations of the Compensation Committee,

in particular those relating to the compensation policy for

company officers and the financial and non-financial criteriaused

for the variable portion of the Chief Executive Officer’s

compensation;

two meetings to review the interim and annual financial

statements, respectively;

three meetings to monitor internal control and risk management

systems and review internal audit;

review of the work and recommendations of the Nomination,

Governance, Ethics and Corporate Responsibility Committee, and

in particular those concerning:

one meeting to review external audit.

•

the composition of the Board of Directors and its Committees

(selection and appointment of new Directors, decisions on

reappointing Directors whose term of office is expiring,

composition of the committees),

Without prejudice to the expertise of the Board of Directors, the

Audit Committee elucidates decisions through its work and

recommendation and approves the provision of services other than

the certification of the accounts. It submits its findings and

recommendations to the Board of Directors to inform the Board’s

decisions.

•

qualification of Independent Directors,

the working procedures of the Board of Directors and changes

to its internal rules and regulations,

In the performance of its duties, the Committee may:

receive any internal documentation necessary for its purposes;

hear any person affiliated with or external to the Company;

•

the reduction in Directors’ terms pursuant to the Articles of

Association,

•

the use of the findings of the formal self-assessment,

where applicable, commission independent experts to assist it at

the Company’s expense;

the training arranged for the newly designated Directors

representing the employees;

expedite an internal audit with the consent of the Chairman of

the Board of Directors.

the company policy on workplace and pay equality and the

targets for bringing more women into senior management

positions;

The Audit Committee Charter gives a precise definition of the

Committee’s remit and explicitly states the principal matters

excluded from that remit. The Committee’s main responsibilities

include:

the Group’s operational governance;

the notice of, and the preparations and participation

arrangements for the Combined General Meeting on 9 June

2020;

financial statements and financial policy:

•

overseeing the procedure for preparing and processing

accounting and financial information,

the decision not to pay out a dividend in respect of the 2019

financial year;

reviewing the financial statements and off-balance sheet

commitments,

impact of the Covid-19 pandemic;

monitoring that accounting policies have been applied

consistently and are pertinent,

information security. The cyberattack that targeted the Group in

October 2020 was discussed at a special meeting in December

2020.

reviewing financial policy;

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

•

internal control and risk:

information about related party transactions,

•

assessing the effectiveness of the systems put in place by

management to identify, assess, manage and control financial

and non-financial risks,

a plan to shorten the time taken to draw up and approve the

financial statements for the financial year;

•

with regard to monitoring the effectiveness of internal control

and risk management procedures:

monitoring the functioning of the internal control and risk

management system with respect to the preparation and

processing of accounting and financial information,

With regard to the Internal Control Department:

•

review of the organisation and work by the department in

charge of internal control and risk management,

monitoring the functioning of the internal control and risk

management system with respect to the prevention of

corruption and influence peddling,

•

three risk mapping exercises (overall exercise, mapping of the

risk of corruption and influence peddling and mapping of risk

relating to CSR risks – duty of vigilance),

periodic review of the various risk mapping exercises, mapping

of the risk of corruption and influence peddling and mapping

of CSR risks,

•

review of the presentation of risk exposure, including social and

environmental risks, for the draft 2019 Universal Registration

Document,

monitoring internal audit and associated work, particularly as

regards procedures relating to the preparation and processing

of accounting, financial and non-financial information;

•

monitoring of improvements to the anti-corruption system

(Sapin II Law),

external audit:

monitoring of the update to the Group rules,

•

managing the statutory audit of the financial statements by the

Statutory Auditors,

With regard to the Internal Audit Department:

•

organisation of the internal audit function and the work

programme for 2020,

•

ensuring compliance with requirements for the independence

of the Statutory Auditors,

•

findings of internal audit reports,

•

prior authorisation of non-audit services,

the “audit universe” (terminology used for the Group’s key

processes),

issuing a recommendation to the Board of Directors concerning

the Statutory Auditors to be proposed to the shareholders at

the General Meeting.

•

checks on the exhaustiveness of the internal audit function’s

coverage of the Group,

The Committee met in person seven timesin 2020. The attendance

rate for Committee members was 93%. All members were present

at the two meetings preceding the review of the financial

statements by the Board of Directors. The Statutory Auditors, the

Chief Financial Officer and his deputy, the Director of Internal Audit

and the Director of Internal Control are invited to and attend all

meetings as a matter of course.

follow-up on implementation of recommendations from

internal and external audit assignments,

•

significant changes in the Company’s legal environment,

With regard to the consideration of non-financial risks:

the presentation by the independent third party in charge of

the audit and the statement of non-financial performance;

Its meeting on the annual financial statements is held at least

twenty-four hours before that of the Board of Directors. Prior to

that, two preparatory sessions are held to address issues of

methodology or specific points on the preparation and presentation

of the financial statements as well as risk exposure, including social

and environmental risks.

with regard to the management of the statutory audit of the

financial statements:

•

statutory audit engagement (scope, work schedule, fees for the

past year, budget),

•

the independence of the Statutory Auditors,

The main items of business in 2020 were as follows:

prior authorisation for services other than the certification of

the accounts;

•

with regard to monitoring the procedure for preparing

accounting and financial information and financial policy:

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

review of cash-generating units and asset impairment testing

for 2019,

•

overview of the Audit Committee’s activities in 2019,

key priorities for 2020,

presentation of Sopra Banking Software and its business

(organisation and business model in particular),

the annual work schedule.

The Statutory Auditors were heard by the Independent Directors

sitting on the Committee, with no members of management in

attendance. The same was true of the Director of Internal Audit. Éric

Pasquier, CEO of Sopra Banking Software, abstained from attending

these hearings reserved for independent Committee members.

•

progress made on the Sparda project in Germany,

approval of the financial statements for the year ended

31 December 2019,

•

presentation by the Statutory Auditors of the results of the

statutory audit, interim reviews and the accounting options

adopted,

Minutes are prepared after every meeting and are then approved at

the beginning of the following meeting.

•

review of the 2020 interim financial statements,

When requests by the Audit Committee cannot be satisfied

immediately, they are subject to a formal follow-up procedure in

order to ensure that they are addressed in full at the various

meetings scheduled throughout the year. Ten specific requests were

formulated using this approach in 2020 and were, or will be,

added to the meeting agendas established on the basis of the

Committee’s annual work plan.

the Group’s credit lines (amount of guaranteed credit lines,

maturity, monitoring of covenants),

•

off-balance sheet commitments and guarantees given under

the delegated authority of the Board of Directors,

a guarantee granted to UK pension funds,

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

b. The Nomination, Governance, Ethics and Corporate

Responsibility Committee

for in French law no. 2016-1691 of 9 December 2016 on

transparency, the fight against corruption and modernisation

of business life are all fit for purpose;

The composition and functioning of the Nomination, Governance,

Ethics and Corporate Responsibility Committee are governed by the

Board’s internal rules and regulations and by a charter that is

reviewed at regular intervals by the Committee and was approved

by the Board of Directors on 25 February 2021. Its current members

are:

•

assessing Company policy on sustainable development and

corporate responsibility and its alignment with the Sopra Steria

Group’s commitments to human rights, international labour

standards, the environment and the fight against

anti-corruption,

Kathleen Clark Bracco, permanent representative of Sopra GMT –

Chairwoman;

•

−

ensuring that the Company has implemented an

anti-discrimination and diversity policy:

Éric Hayat;

preparing for the Board of Directors’ annual review of the

Company’s policy on workplace and pay equality;

Noëlle Lenoir (Independent Director);

reviewing Executive Management’s proposed objectives, action

plan and arrangements for increasing the proportion of women

in senior management positions and tracking progress.

Pierre Pasquier;

Jean-Luc Placet (Independent Director);

Jean-François Sammarcelli (Independent Director);

The Committee met seven times in 2020, with an attendance rate

of 100%. Items of business included:

Jessica Scale (Independent Director).

The Chairman of the Board of Directors sits on the Nomination,

Governance, Ethics and Corporate Responsibility Committee. The

Committee hears the Chief Executive Officer on the items of

business as necessary.

concerning appointments and governance:

•

members of the Board of Directors (see Section 1.2.3

"Selection process"),

the search for new Directors and proposals to reappoint

Directors whose terms of office are nearing their end in 2020,

The Committee has no decision-making powers of its own, but

rather submits its findings and recommendations to the Board of

Directors in support of the Board’s decisions. In the performance of

its duties, the Committee may:

composition of the committees and in particular the

participation of Directors representing employees on specialist

Board committees,

receive any internal documentation necessary for its purposes;

•

the results of the formal assessment process of the Board of

Directors and its committees,

hear any person affiliated with or external to the Company;

where applicable, retain the services of independent experts at

organisation and effectiveness of the Group’s governance and

annual review of the plan for unforeseen departures by the

Chairman of the Board of Directors and the Chief Executive

Officers,

the Company’s expense to assist it.

The Committee’s main responsibilities are as follows:

Nominations and governance:

•

verification of Company compliance with the AFEP-MEDEF

Code,

•

selecting and preparing appointments of members of the

Board of Directors and executive company officers,

•

qualification of Independent Directors,

•

proposing and managing changes it deems beneficial or

necessary to the procedures or composition of the Board of

Directors,

changes to the internal rules and regulations of the Board

of Directors,

•

carrying out the annual review of the plan for unforeseen

departures by the Chairman of the Board of Directors and the

Chief Executive Officer,

•

the draft rules for designating the Director representing the

employee shareholders,

changes to the rules (charter) of the Committee to state that, in

the event of a split vote, the Independent Directors cast the

deciding vote;

•

evaluating the Board of Directors and the effectiveness of

corporate governance,

verifying that good governance rules are applied at the

Company and its subsidiaries,

concerning ethics and corporate responsibility:

•

the Company’s policy on workplace and pay equality, and the

diversity policy,

assessing whether Board members may be deemed

independent in view of deliberations by the Board of Directors

on this subject;

•

the targets for increasing the proportion of women in senior

management positions, together with the action plan and

measures proposed by Executive Management;

Business ethics and corporate responsibility:

•

verifying that the Group’s values are observed, defended and

promoted by its company officers, executives and employees,

•

the testimony given by the Sustainable Development Director

on the “zero net emissions” target by 2028 set by the Group;

checking that there are rules of conduct which address

competition and ethics,

the anti-corruption framework introduced by the Company and

how it performed during the past year;

ensuring that the anti-corruption framework operates

effectively and that the Company’s Code of Conduct, training,

whistleblowing framework and disciplinary system as provided

review of the draft Universal Registration Document for 2019.

Minutes are prepared after every meeting and are then approved at

the beginning of the following meeting.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

c. The Compensation Committee

compensation policy for members of the Board of Directors;

review of the fairness ratio;

The composition and functioning of the Compensation Committee

are governed by the Board’s internal rules and regulations and by a

charter that is reviewed at regular intervals by the Committee and

was approved by the Board of Directors on 25 February 2021. Its

current members are:

expiry of a long-term incentive plan based on performance shares

and determination of targets for similar plans currently in force;

the review of the draft Registration Document for 2019 and in

particular the draft report on corporate governance;

Jean-Luc Placet, Chairman (Independent Director);

apportionment of compensation referred to in Article L. 225-45

of the French Commercial Code in respect of financial year 2019.

Hélène Badosa (Director representing the employees);

Kathleen Clark Bracco, permanent representative of Sopra GMT;

1.3.4. ORGANISATION AND ASSESSMENT

OF THE BOARD OF DIRECTORS

Éric Hayat;

Sylvie Rémond (Independent Director);

a. Access to information for members of the Board

of Directors

Jessica Scale (Independent Director).

The Committee has no decision-making powers of its own, but

rather submits its findings and recommendations to the Board of

Directors in support of the Board’s decisions.

Dissemination of information – preparatory materials

Article 4 of the internal rules and regulations states:

“each member of the Board shall receive all information required

In the performance of its duties, the Committee may:

in the performance of his mission and is authorised to request

any documents deemed pertinent;

receive any internal documentation necessary for its purposes;

hear any person affiliated with or external to the Company;

in advance of each meeting of the Board, a set of preparatory

where applicable, retain the services of independent experts at

the Company’s expense to assist it.

materials shall be addressed to members presenting the items on

the agenda requiring special analysis and preliminary reflection,

provided that confidentiality guidelines allow the communication

of this information;

The Committee’s main responsibilities are as follows:

recommend to the Board of Directors compensation policies

applicable to company officers;

the members of the Board shall also receive, in the intervals

between meetings, all pertinent and critical information

concerning events or operations that are significant for the

Company. This information shall include copies of all press

releases disseminated by the Company”.

verifying the application of rules determined for the calculation of

variable components of compensation;

where applicable, offering recommendations to Executive

Management on the compensation of the company’s principal

executives;

The members of the Board of Directors receive a monthly summary

report on Sopra Steria Group’s share performance. This report

describes and analyses developments in the share price and trading

volumes, putting them into perspective by highlighting main trends

in macroeconomic data and financial markets as well as

comparisons with the main comparable companies.

obtaining an understanding of pay policy and ensuring that this

policy is in line with the Company’s interests and enables it to

reach its objectives;

preparing decisions related to employee share ownership and

employee savings plans;

Board members receive all press releases intended for investors and

are invited to the presentations of the Company’s full-year and

half-year results.

preparing the policy for awarding performance shares;

verifying the quality of the information communicated to

They are also invited to the beginning-of-the-year meeting held for

Group management and receive certain internal publications.

shareholders concerning compensation, benefits in kind, and

options received by executive company officers, and

compensation in accordance with Article L. 225-45 of the

French Commercial Code.

Dedicated electronic platform for Directors

An electronic platform, based on Axway Software’s Syncplicity

solution, is used to provide secure access to documentation on all

types of devices: computers, tablets and smartphones. Members of

the Board of Directors can view or download items made available

for them or upload their own items for sharing or storage within

this environment. This platform was set up following the findings of

the formal assessment of the Board of Directors undertaken in

2016. Its installation was possible thanks to the availability of a

high-performance cloud solution managed by the Group’s technical

staff and offering a sufficiently robust guarantee that the data

stored would not be accessible to any unauthorised persons,

including technical staff.

The Committee hears the executive company officers at the start of

its meetings for general information and on each item of business

as necessary.

Minutes are prepared after every meeting and are then approved at

the beginning of the following meeting.

The Committee met eight times in 2020, with an attendance rate

of 98%. Items of business included:

compensation policy of the Chairman of the Board of Directors;

the Chief Executive Officer’s compensation policy and in particular

criteria and targets associated with his variable compensation;

the recommendations to the Board of Directors concerning

variable compensation paid to the Chief Executive Officer in

respect of financial year 2019;

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

Additional information at meetings

All Chairmen of Board Committees are members of the IFA (French

Institute of Directors), as is the Secretary of the Board of Directors.

The Chief Executive Officer and the Chief Financial Officer are invited

to Board meetings, subject to certain exceptions. Thanks to their

participation, additional information that may be useful to

discussions is made available. They do not take part in the

consideration of matters that involve the Chief Executive Officer.

b. Preventing conflicts of interest

Duty of disclosure and abstention

Members of the Board of Directors must inform the Board of any

current or potential conflicts of interest in which they could be

directly or indirectly involved.

Depending on the items of business before a given Board meeting,

other operational managers or outside consultants may be invited

to attend. This is the case, in particular, for strategic presentations

and discussions of external growth transactions.

Pursuant to the recommendations laid down in the AFEP-MEDEF

Code, the internal rules and regulations state that members of the

Board of Directors facing an actual or potential conflict of interest

must not participate in associated decision-making. Naturally, they

are not present at and do not take part in any related vote.

Training

Article 5 of the internal rules and regulations states: “Any member

of the Board may, on the occasion of his/her appointment or at any

point during his term in office, engage in training he/she feels is

necessary for the performance of his duties”.

Control of related-party agreements

Monitoring of related-party agreements is governed by law, the

Company’s Articles of Association and the Board’s own internal

rules. Proposed new agreements are reviewed prior to being signed.

In addition, the Board of Directors is called upon at the beginning

of each year to review the purpose and application of agreements

set to continue to run, in order to assess whether they still meet the

criteria on which their initial approval was based.

Following the appointment of the Directors representing the

employees, a specific training plan was implemented to orientate

new Directors. The content and format of this orientation training

was approved by the Board of Directors after consultation with the

individuals concerned and with the Nomination, Governance, Ethics

and Corporate Responsibility Committee.

In 2020, two Directors availed themselves of the option to receive

training either on taking up office or during their terms of office.

These training sessions were delivered by the company or external

organisations, depending on Directors’ requests.

No new agreements were authorised during financial year 2020.

Tripartite agreement between

Sopra GMT, Sopra Steria Group

and Axway Software

Nature

Éric Hayat Conseil

Subject

Advisory and assistance services in the

areas of strategy, finance and control

Business development advisory

and assistance services to Executive

Management (strategic operations)

Detailed description

§1.1.4

139K

1,214K

Pierre Pasquier, Éric Pasquier,

Kathleen Clark Bracco

§1.1.6

209K

Éric Hayat

Income (financial year ended)

Expense (financial year ended)

Persons concerned

Agreement already approved at a General Meeting

Yes

Monitoring of routine agreements entered into at arm’s length

At its meeting on 20 February 2020, the Board of Directors

unanimously agreed to downgrade the current agreement that

nowrelates only to the domiciliation in Annecy of Axway Software in

the amount of 13K. Sopra Steria Group SA hosts most of

theGroup’s French companies (including Sopra Banking Software,

Sopra HR Software and I2S) and invoices them for lease

costsaccording to the surface area they use. The same applies to the

lease granted to Axway Software under market conditions.

At its meeting of 24 October 2019, the Board of Directors voted, at

the recommendation of the Audit Committee, to adopt a procedure

for regularly assessing whether agreements pertaining to routine

transactions entered into at arm’s length meet the necessary criteria.

In particular, this procedure provides for the following:

arrangements for identifying agreements subject to prior review

by the Board of Directors;

The Statutory Auditors’ special report on related-party agreements is

included in full at the end of Chapter 6 - “2020 Parent Company

Financial Statements” of this Universal Registration Document

(pages 262 to 263).

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 adopted the principle of an annual assessment, with the

first such assessment undertaken at its meeting of 20 February

2020.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Organisation and operation of governance

c. Assessment of the Board of Directors

and its committees

ascertain the quality of the information made available to Board

members and their level of satisfaction with the responses

provided to their questions and the handling of their requests;

In accordance with the recommendations of the AFEP-MEDEF Code

in this area:

identify potential opportunities for improvements relating to the

work procedures and encompassing all aspects, from the annual

work schedule to the minutes of meetings;

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;

evaluate the preparation of discussions by the Board’s

committees and the contribution of their work to the quality of

exchanges at Board meetings;

at least every three years, a formal assessment. The Board of

Directors thus conducted a formal assessment of its operations at

end-2019, led by the Nomination, Governance, Ethics and

Corporate Responsibility Committee. The previous such

assessment took place in 2016.

Once the Board had approved the questionnaire and analysed

individual responses, an overview of the findings was examined 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-assessment undertaken by the Compensation Committee. It

reported on its work to the Board of Directors at the Board meeting

of 20 February 2020.

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:

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 conclusionsof

this work to improve its own working procedures.

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

Self-assessment by the Board of Directors and its committees has

identified opportunities for improvement, notably relating to its

composition, information provided to members of the Board of

Directors, particularly between meetings, minutes of the

committees’ work, and more in-depth work on key environmental

issues by the committee tasked with overseeing corporate

responsibility. 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 20 October 2020.

actually represents all shareholders and allows it to fulfil its role

and responsibilities efficiently. The questionnaire also focused on

the Directors’ contributions to meetings, 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;

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Compensation policy

for the financial year. It holds a further meeting with the Chairman

of the Board of Directors to discuss potential qualitative targets.

2.1. Policy outline

Compensation policy applicable to company officers is determined

by the Board of Directors. 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. It is supported by the

Compensation Committee, which helps the Board prepare for

decisions.

The Compensation Committee then presents its recommendations

to the Board of Directors, which discusses them and makes

decisions 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. These recommendations are generally presented at

the same time as recommendations on long-term incentive plans

aimed at management, up to now including the Chief Executive

Officer, employee share ownership schemes and, as the case may

be, proposed additional incentive payments put forward by

Executive Management. The Committee also presents its

observations on the apportionment of the compensation referred to

in Article L. 225-45 of the French Commercial Code and, whereit

deems necessary, proposes adjustments to existing rules. 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.

The Board of Directors considers that applying the compensation

recommendations laid down in the AFEP-MEDEF Corporate

Governance Code protects the Company’s interests and encourages

executives’ contribution to business strategy and the Company’s

long-term success.

The work of the Compensation Committee continues throughout a

cycle of preparatory meetings that run from the final quarter of the

previous financial year to the first quarter of the current financial

year. In general, three meetings are either wholly or partly dedicated

to this work, though sometimes as many as five such meetings may

be held. Preparing recommendations on the Chief Executive

Officer’s annual variable compensation and long-term incentive

plans takes up the most time due to the need to determine the

associated performance conditions.

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, as the case may be, an

upper limit where there is the possibility that a target may be

exceeded. Performance is assessed by comparing actual

performance with the target broken down into thresholds, targets

and upper limits, as the case may be.

The Board of Directors generally discusses the strategic approach

over the same period; since 2019, 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 his 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 and assesses the achievement of qualitative targets.

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.

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 meeting targets 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, enabling the Compensation Committee to take the

work and assessments of the Nomination, Governance, Ethics and

Corporate Responsibility Committee into account as it carries out its

own work.

The Committee also takes into consideration the Group’s pay 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 procedure for determining compensation policy applicable to

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, so as to ensure that those decisions are as

coherent as possible and aligned with the Company’s strategy.

The Committee also looks at steps that could be taken to give

employees a stake in the company’s financial performance and,

where applicable, considers the implementation of employee share

ownership plans and/or long-term incentives aimed at the

Company’s and its subsidiaries’ management. The Board of

Directors considers that employee and executive share ownership

makes a lasting contribution to the company’s longstanding 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 compensation policy applies to newly appointed company

officers. However, in exceptional circumstances, notably to enable

new executive company officers to be appointed, the Board of

Directors may temporarily waive application of the compensation

policy, in keeping with the interests of the company and where

necessary to secure the company’s long-term success or viability.

This option may only be adopted if there is a consensus within the

Board of Directors over the decision to be made (i.e. no votes

When the Board of Directors reviews the budget for the current

financial year, the company’s numerical targets are a known

quantity. The Compensation Committee takes them into account

when determining the Chief Executive Officer’s quantifiable targets

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Compensation policy

against), and may result in items of compensation not laid down in

the compensation policy being awarded, though any such items

would be subject to ex post approval at the following General

Meeting of Shareholders.

Note that application of the compensation policy and the payment

of variable and exceptional components of compensation pursuant

to this policy is subject to shareholder approval at an Ordinary

General Meeting.

2.2.1. COMPENSATION OF THE CHAIRMAN

OF THE BOARD OF DIRECTORS

2.2. Executive company officers

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 25 February

2021.

Financial year 2021 and following

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.

❙

COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

Items of compensation

Comments

Annual fixed compensation

Determination by the Board of Directors, acting on

recommendation by the Compensation Committee

Annual variable compensation

Variable deferred compensation

Multi-year variable compensation

Deferment periods; option of asking for variable compensation to be

returned

Not applicable

Exceptional compensation

Possible, by decision of the Board of Directors, but contingent

upon very specific circumstances with substantial consequences on

the role and activity of the Chairman of the Board of Directors

Payment subject to shareholder approval of all items of

compensation at an Ordinary General Meeting and in all

circumstances capped at 100% of annual fixed compensation

Share options, performance shares and any other long-term items of

compensation

Not applicable

Compensation referred to in Article L. 22-10-14 of the French

Commercial Code

Application of Directors’ compensation policy

Any other benefits

Severance pay/benefit payable upon change of duties

Non-compete payment

Company car

Not applicable

Supplementary pension plan

2.2.2. COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER

Financial year 2021 and following

The Board of Directors decided, on the recommendation of the Compensation Committee, not to make any changes to the Chief Executive

Officer’s annual fixed compensation.

At present, the guidelines for the structure of the Chief Executive Officer’s annual variable compensation, as determined by the Board of

Directors, are as follows:

Criteria

Type

% of AVC*

% of AFC*

One or more targets

Quantifiable

Qualitative

75%

25%

45%

15%

TOTAL

100%

60%

AVC: annual variable compensation; AFC: annual fixed compensation.

The increase in the weighting of qualitative targets in the variable compensation of the Chief Executive Officer (changed from 10% to 25%)

resulted from the wish to increase the share of medium-term targets, whether these related to the social and environmental implications of

the Group’s business activities or its organisation and strategy.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Compensation policy

For 2021, the targets associated with the variable compensation of the Chief Executive Officer were approved as follows:

Criteria

Type

% of AVC*

% of AFC*

Operating margin on business

activity

Organic revenue growth

Quantifiable

45.0%

30.0%

27.0%

18.0%

Subtotal: Quantifiable criteria

75.0%

45.0%

Implementation of leadership

structure and application of key

Group policies

Qualitative

10.0%

6.0%

Progress towards meeting the

target of increasing the proportion

of women in senior management

positions by 2025

Progress towards meeting the

target of zero net emissions

by 2028

Qualitative

7.5%

4.5%

7.5%

4.5%

Subtotal: Qualitative criteria

TOTAL

25.0%

15.0%

100.0%

60.0%

*AVC: Annual variable compensation; AFC: Annual fixed compensation

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.

long-term incentive plan in 2021 or 2022, under the authorisation

to be requested at the General Meeting of 26 May 2021, based on

awarding performance shares to management. Except in response

to a necessity relating to the situation of the Group or its

environment, on which the Board of Directors would provide a

report, any new plan decided upon during the year would have the

same features as the previous plans, with the potential addition of a

target related to corporate social responsibility. The weighting of

such a criterion, should it be decided to introduce a new one,

would not exceed 10% of the total.

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 quantifiable

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.

The performance share plans put in place by the Group in 2016,

2017 and 2018 all had the following features in common:

for all recipients, the granting of shares was subject to continued

employment at the end of the three-year vesting period.

However, this condition could be waived in whole or in part, in

derogation of the foregoing and on an exceptional basis (in

practice fewer than 2% of departures);

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, irrespective of the extent to

which any qualitative targets may have been achieved. In such

cases, it proposes to the shareholders that no variable

compensation be paid in respect of that financial year.

achievement of the performance condition was measured by

calculating the average annual target achievement rates, with

each of the criteria given an equal weighting; the three criteria

related to organic consolidated revenue growth, operating profit

on business activity (expressed as a percentage of revenue) and

free cash flow;

Lastly, in exceptional circumstances (e.g. in the event of an

exogenous shock), if the Group’s results were such that the normal

system of variable compensation for employees and Executive

Committee members needed to be suspended, the Compensation

Committee would review the situation of the Chief Executive Officer

and could, as the case may be, recommend to the Board of

Directors that it ask the shareholders at the General Meeting to

approve an improvement to his variable compensation if that would

serve the Company’s interests.

strict targets were set over the entire plan period (the year of

allotment and the two following years). These targets were at

least equal to any publicly disclosed guidance or, for targets

expressed as a range, at least the minimum level of the guidance

range disclosed; the target achievement rate for each of the three

plans was 66.1%, 63.5% and 63.5%, respectively;

The Chief Executive Officer, Vincent Paris, was subject to the same

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. It also focused on

driving the Group’s transformation and taking into account the

social and environmental implications of its business activities

through qualitative targets.

rules as all the other recipients under these plans. However, the

Board of Directors decided that he must retain at least 50% of

the vested shares allocated to him under these plans throughout

his entire term of office;

Vincent Paris agreed not to hedge any performance shares until

the applicable holding period had expired.

At the present time, the Compensation Committee is evaluating

whether it might be possible and appropriate to put in place a new

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Compensation policy

❙

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER (PRINCIPLES ALSO APPLICABLE FOR ANY DEPUTY CHIEF EXECUTIVE

OFFICERS)

Items of compensation

Comments

Annual fixed compensation

Determination by the Board of Directors, acting on a recommendation

by the Compensation Committee (taking into account the responsibilities held,

experience, plus internal and external benchmarking)

Annual variable compensation

Amount:

60% of annual fixed compensation if objectives are met

capped at 100% of annual fixed compensation

criteria:

•

75% based on one or more quantifiable objectives

25% based on meeting one or more precisely defined qualitative objectives

consistent with the Group’s strategy and organisation, its corporate

responsibility policy and/or the assessment of the company officer’s

performance

payment subject to shareholder approval of all items of compensation

at an Ordinary General Meeting

Variable deferred compensation

Multi-year variable compensation

Deferment periods; option of asking for variable

compensation to be returned

Not applicable

Exceptional compensation

Applicable, by decision of the Board of Directors, in case of very specific

circumstances (spin-off and listing of a subsidiary, merger, etc.)

Payment subject to shareholder approval of all items of compensation at an

Ordinary General Meeting and in all circumstances capped at 100% of annual

fixed compensation

Share options, performance shares and any other

long-term items of compensation

Eligibility for long-term incentive plans set up by the Group for its senior

managers (Capped at 100% of annual compensation if targets are met per plan)

These plans are subject to continued employment and to strict performance

conditions based on targets that are at least equal to any guidance targets

disclosed to the market

Vesting period of at least three years

Obligation to hold 50% of the shares that will vest under these plans

for the entire duration of the recipient’s term of office

Commitment not to engage in any hedging transactions with respect to

performance shares held until the expiry of these plans or of the applicable

holding period

Compensation referred to in Article L. 22-10-14 of

the French Commercial Code

Not applicable (except in case of appointment by the Board of Directors of the

Company. Appointments held at Group subsidiaries do not give rise to any

compensation)

Any other benefits

Company car; contribution to the GSC unemployment insurance for executives

Severance pay/benefit payable upon change of duties

Non-compete payment

Supplementary pension plan

Not applicable

60%: Board of Directors;

2.3. Board of Directors

20%: Audit Committee;

2.3.1. COMPENSATION PAID TO DIRECTORS OF THE

PARENT COMPANY

10%: Compensation Committee;

10%: Nomination, Governance, Ethics and Corporate

ResponsibilityCommittee.

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 must be

apportioned in full between members participating in meetings of

the Board and its committees (including both Directors and

non-voting members) in proportion to their actual attendance at

those meetings, whether in person or by telephone or video

conference.

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 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 total amount of that compensation is divided up in such way

that an amount is reserved and then apportioned among the

members of the Board of Directors and its committees as follows:

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

Compensation policy applicable to members of the Board of

Directors is focused on regular attendance and 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.

Committee Chairmen organise and oversee the work of their

committees before reporting to the Board of Directors.

2.3.2. COMPENSATION PAID TO DIRECTORS

OF SUBSIDIARIES

Directorships held at Company subsidiaries are not compensated.

Standardised presentation of compensation

paid to company officers

3.1. AFEP-MEDEF Code tables

❙

OVERVIEW OF COMPENSATION, OPTIONS AND SHARES GRANTED

TO PIERRE PASQUIER, CHAIRMAN OF THE BOARD OF DIRECTORS

(TABLE 1 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

2019

2020

Compensation awarded in respect of the financial year

Value of stock options granted during the financial year

Value of performance shares granted during the financial year

Value of other long-term compensation plans

535,880

533,644

TOTAL

535,880

533,644

❙

STATEMENT SUMMARISING COMPENSATION PAID

TO PIERRE PASQUIER, CHAIRMAN OF THE BOARD OF DIRECTORS

(TABLE 2 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

2019

2020

Amount

awarded

Amounts

paid

Amount

paid

awarded

Fixed compensation

500,000

Annual variable compensation

Exceptional compensation

Compensation allotted in respect of directorship (L. 22-10-14)

Benefits in kind

27,330

8,550

23,268

8,550

27,944

5,700

27,330

5,700

TOTAL

535,880

531,818

533,644

533,030

As Chairman and CEO of Sopra GMT – the holding company that

plays an active role in managing Sopra Steria Group – Pierre

Pasquier received fixed compensation of 60,000 from that

company in respect of his duties there (leading the Sopra GMT

team), as well as compensation of 14,400 under

Article L. 22-10-14 of the French Commercial Code in respect of

financial year 2020. This compensation was not rebilled to Sopra

Steria Group (see Section 1.1.4 of this chapter, page 53).

As Chairman of the Board of Directors of Axway Software, as

indicated in its Universal Registration Document, he 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 18,996.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

❙

OVERVIEW OF COMPENSATION, OPTIONS AND SHARES GRANTED TO VINCENT PARIS, CHIEF EXECUTIVE OFFICER

(TABLE 1 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

2019

2020

Compensation awarded in respect of the financial year

Value of stock options granted during the financial year

Value of performance shares granted during the financial year

Value of other long-term compensation plans

775,816

609,021

TOTAL

775,816

609,021

❙

STATEMENT SUMMARISING THE COMPENSATION OF VINCENT PARIS, CHIEF EXECUTIVE OFFICER

(TABLE 2 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

2019

2020

Amount

Amounts

awarded

Amounts

paid

Amount

paid

awarded

Fixed compensation

500,000

Annual variable compensation

Exceptional compensation

Compensation allotted in respect of directorship (L. 22-10-14)

Benefits in kind

265,000

97,500

265,000

10,816

11,521

TOTAL

775,816

510,816

609,021

776,521

Relative proportions of fixed (500,000) and variable (97,500) compensation are 84% and 16% respectively.

❙

CALCULATION OF 2020 ANNUAL VARIABLE COMPENSATION

Potential

amount

as % of

AVC(1)

Potential

amount

Amount

awarded

Requirement

Type

in Threshold

Target

Ceiling

Achieved

Consolidated

revenue growth

Consolidated

operating margin

Quantifiable

45%

135,000

N/A

-3,0%

7.5%

N/A

-4,8%

7.0%

6.5%

67,500

Criterion related to Group

organisation: Creation of an

environment conducive to

introducing the role of Group

COO(2)

Criterion related to corporate

social responsibility

Contribution to the Group’s

Objective

100%

achieved

Qualitative

15,000

N/A

15,000

Objective

100%

achieved

goal of becoming carbon

neutral

15,000

TOTAL

100%

300,000

97,500

Performance criteria were applied as anticipated at the time they

were determined.

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.

Total compensation is in keeping with the compensation policy and

contributes to the company’s long-term performance insofar as it is

the result of an incentive to drive profitable growth based on the

added value provided by the Group’s services.

(1) AVC: Annual variable compensation

(2) Chief Operating Officer

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

❙

STATEMENT OF COMPENSATION RECEIVED BY NON-EXECUTIVE COMPANY OFFICERS

(TABLE 3 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES, JANUARY 2020)

2019

Amount

2020

Amount

paid

Amount

awarded

Amount

paid

awarded

(amounts rounded to the nearest euro)

Astrid Anciaux

Compensation allotted in respect of directorship

Other compensation

20,038

19,697

13,867

20,038

Hélène Badosa(designated by the Works and Economic Council at

its meeting on 23 September 2020)

Compensation allotted in respect of directorship

(reversion to a trade union)

Other compensation

André Einaudi(appointed by the shareholders at the General

Meeting of 9 June 2020)

Compensation allotted in respect of directorship

Other compensation

24,972

3,940

23,809

4,622

24,972

David Elmalem(designated by the Works and Economic Council at

its meeting on 23 September 2020)

Compensation allotted in respect of directorship (reversion to a trade

union)

4,623

Other compensation

René-Louis Gaignard(designated by the Works Council at its

meeting on 27 and 28 September 2018 – resigned on

2 January 2020)

Compensation allotted in respect of directorship (reversion to a trade

union)

Other compensation

17,176

3,940

17,176

Michael Gollner(appointed by the shareholders at the General

Meeting of 12 June 2018)

Compensation allotted in respect of directorship

Other compensation

Éric Hayat

Compensation allotted in respect of directorship

Other compensation

26,266

18,182

49,380

36,455

26,266

35,554

30,961

35,554

Noëlle Lenoir(appointed by the shareholders at the General Meeting

of 9 June 2020)

Compensation allotted in respect of directorship

Other compensation

6,934

Javier Monzón(appointed by the shareholders at the General

Meeting of 12 June 2018 – resigned on 1 September 2019)

Compensation allotted in respect of directorship

Other compensation

17,688

8,473

17,688

Éric Pasquier

Compensation allotted in respect of directorship

Other compensation

Jean-Luc Placet

Compensation allotted in respect of directorship

Other compensation

Jean-Bernard Rampini, Non-Voting Director

Compensation allotted in respect of directorship

Other compensation

Sylvie Rémond

Compensation allotted in respect of directorship

Other compensation

Marie-Hélène Rigal-Drogerys

Compensation allotted in respect of directorship

Other compensation

42,765

32,197

38,243

42,838

13,867

25,057

61,499

42,765

43,777

32,243

43,777

17,176

19,697

17,176

14,313

17,727

14,313

65,493

55,227

65,493

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

2019

Amount

2020

Amount

paid

Amount

paid

awarded

(amounts rounded to the nearest euro)

Gustavo Roldan de Belmira(term of office ended at the close of

the General Meeting of 12 June 2018 – designated by the Social and

Economic Committee to continue in this position at its meeting on

31 January 2020)

Compensation allotted in respect of directorship

(reversion to a trade union)

Other compensation

Jean-François Sammarcelli

Compensation allotted in respect of directorship

Other compensation

Jessica Scale

Compensation allotted in respect of directorship

Other compensation

Solfrid Skilbrigt

Compensation allotted in respect of directorship

Other compensation

14,977

11,556

45,386

36,455

13,867

43,598

49,015

33,983

49,015

35,554

24,047

35,554

20,038

19,697

20,038

Sopra GMT

Compensation allotted in respect of directorship

Other compensation

42,845

34,532

42,845

Other terms of office ending in 2018

Compensation allotted in respect of directorship

Other compensation

72,364

TOTAL

472,670

476,732

472,056

472,670

The difference between the total amount of compensation stated in

Article L. 225-45 of the French Commercial Code to be allocated

for 2019 and 2020 (500,000) and the totals shown in the table

above is due to the amount awarded to Pierre Pasquier inrespect of

his role as Director (27,330 in 2019 and 27,944 in 2020). These

amounts are shown in table 2 “AFEP-MEDEF Code of Corporate

Governance for Listed Companies, January 2020”.

1,074,801 excluding VAT (see Section 1.1.4 of this chapter and

the Statutory Auditors’ special report on related-party agreements

provided at the end of Chapter 6, "2020 Parent Company

Financial Statements" of this Universal Registration Document, on

pages 262 to 263);

Éric Hayat Conseil, a company controlled by Éric Hayat, provided

consulting services for business development in strategic

operations, billed in the amount of 208,500 excluding VAT

under an agreement renewed in October 2018 (see

Section 1.1.6 of this chapter and the Statutory Auditors’ special

report on related-party agreements provided at the end of

Chapter 6, "2020 Parent Company Financial Statements" of this

Universal Registration Document, on pages 262 to 263).

It should also be noted that:

as regards Sopra GMT, a legal entity serving as a Director, the

implementation of the tripartite framework agreement for

assistance entered into between Sopra GMT, Sopra Steria Group

and Axway Software in 2011 resulted in the invoicing to

Sopra Steria Group by Sopra GMT of a net amount of

❙

SHARE SUBSCRIPTION AND PURCHASE OPTIONS GRANTED TO EXECUTIVE COMPANY OFFICERS DURING THE FINANCIAL

YEAR (TABLE 4 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

None.

❙

SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED BY EXECUTIVE COMPANY OFFICERS DURING THE FINANCIAL

YEAR (TABLE 5 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

None.

❙

PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE COMPANY OFFICER DURING THE FINANCIAL YEAR (

TABLE 6 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

None.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

❙

PERFORMANCE SHARES NO LONGER SUBJECT TO A HOLDING PERIOD DURING THE FINANCIAL YEAR FOR EACH EXECUTIVE

COMPANY OFFICER (TABLE 7 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES,

JANUARY 2020)

Number of shares becoming available

Number and date of plan

during the financial year

952 shares with no minimum holding period

953 shares with a minimum holding

Vincent Paris

24/02/2017 LTI B plan

period for the entire term of office

1,905 SHARES

This allotment is based on the achievement of the performance conditions set out in the rules for this plan :

2017

Sopra Steria Group performance

targets and criteria

% Achieved

(Year)

Threshold

Target

Results % Achieved

Weighting

Organic revenue growth

2.0%

4.0%

3.5%

75%

1/3

Operating profit on business activity

as % of revenue

8.3%

170m

8.6%

200m

8.6%

110m

100%

1/3

58.33%

Free cash flow(1)

2018

Sopra Steria Group performance t

argets and criteria

% Achieved

(Year)

Threshold

Target

Results % Achieved

Weighting

Organic revenue growth

3.0%

5.0%

4.9%

95%

1/3

Operating profit on business activity

as % of revenue

8.5%

160m

9.0%

200m

7.5%

170m

25%

1/3

40.00%

Free cash flow(1)

2019

Sopra Steria Group performance

targets and criteria

% Achieved

(Year)

Threshold

Target

Results % Achieved

Weighting

Organic revenue growth

4.0%

6.0%

6.5%

100%

1/3

Operating profit on business activity

as % of revenue

7.5%

150m

8.1%

200m

8.0%

197m

83%

93%

1/3

92.16%

Free cash flow(1)

% Achieved

(Plan)

TOTAL – PLAN B

63.50%

For information, since the targets linked to the LTI C plan of

16 February 2018 were also 63.5% achieved, Vincent Paris will

receive a definitive grant of 1,905 shares on 1 April 2021 subject

to a condition of continued employment. He is required to retain at

least 952 of these shares until his term of office as Chief Executive

Officer comes to an end.

Directors required the Chief Executive Officer to hold, for the entire

duration of his term of office, at least 50% of the performance

shares received under long-term incentive plans. The shares that

Vincent Paris is required to hold therefore make up a growing

proportion of his annual fixed compensation (around 50% at

31/12/2020 based on the closing share price).

To help ensure that the interests of the Chief Executive Officer and

the shareholders are aligned over the long term, the Board of

❙

RECORD OF SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED – INFORMATION ON SHARE SUBSCRIPTION

OR PURCHASE OPTIONS (TABLE 8 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES,

JANUARY 2020)

None.

(1) Result established as per the plan regulation

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

❙

OVERVIEW OF PERFORMANCE SHARE GRANTS – INFORMATION ON PERFORMANCE SHARES

(TABLE 9 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

See Section 5.4 of Chapter 5, "2020 Consolidated Financial Statements" of this Universal Registration Document and see Section 4.2.2 of

Chapter 6 « 2020 Parent Company Financial Statements » of this Universal Registration Document (respectively pages 182 to 183 and

236).

❙

STATEMENT SUMMARISING THE MULTI-YEAR VARIABLE COMPENSATION OF EACH EXECUTIVE COMPANY OFFICER

(TABLE 10 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

None.

❙

EMPLOYMENT CONTRACTS, SUPPLEMENTARY PENSION PLANS, ALLOWANCES

OR BENEFITS DUE ON THE CESSATION OF DUTIES OR A CHANGE IN DUTIES, NON-COMPETE CLAUSES

(TABLE 11 – AFEP-MEDEF CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES, JANUARY 2020)

Allowances or benefits

due or likely to become due

as a result of the cessation

of duties or a change in

duties

Supplementary

pension plan

Allowances for a

non-compete clause

Employment contract

Executive company officers

Yes

Pierre Pasquier

Chairman

Term of office began: 2018

Term of office ends: 2024

✔

Vincent Paris

Chief Executive Officer

Term of office began: 2015

Term of office ends: Indefinite

✔

It should be noted that Vincent Paris was appointed Chief Executive

Officer on 17 March 2015 and does not hold any company officer

positions outside the Group. By way of an exception to the

AFEP-MEDEF Code, his employment contract was not terminated

and remains in abeyance.

a supplementary pension plan for Vincent Paris. Vincent Paris is not

a member of the Board of Directors. His employment contract has

been in abeyance since his first appointment as Deputy Chief

Executive Officer.

In light of his career within the Group, his length of service, his

circumstances, his significant contributions and the components of

his compensation, the decision not to terminate his employment

contract still seems to be in the best interests of the Company. A

decision of this kind would carry great symbolic weight and would,

in addition, be difficult to envision without an agreement to a set of

terms in exchange. On the other hand, the possible disadvantages

of maintaining the employment contract in abeyance have not been

identified. Nonetheless, it should be noted that if Vincent Paris were

no longer a company officer, his employment contract would

remain in effect and would entitle him to claim retirement bonuses

or termination benefits, if applicable. The employment contract in

abeyance is a standard Sopra Steria Group employment contract

identical to that signed by Group employees and governed by the

Syntec collective bargaining agreement with no special provisions or

notice period adjustment, even concerning termination or a change

in position. No special payments are provided for. As things stand,

only standard legal rights (droit commun) would apply upon the

termination of the employment contract.

The recommendation in this article applies to the Chairman and the

Chief Executive Officer, but not to the Deputy Chief Executive

Officers.

Hired on 27 July 1987 following his graduation from the École

Polytechnique, Vincent Paris has spent his entire career within

Sopra Steria Group or within the companies having merged since

that date with Sopra Steria Group. After 26 years of employment

within the Group, as part of the tie-up with Groupe Steria and as its

integration was being completed, he was appointed Deputy Chief

Executive Officer in January 2014, then Chief Executive Officer in

April 2014, once again Deputy Chief Executive Officer in

September 2014 and finally Chief Executive Officer again in

March 2015. Although the criteria used to determine and structure

his variable compensation – which have long been strictly in keeping

with those used for the Company’s senior managers – underwent

changes in 2017, they remain very similar.

At present, no commitments have been entered into by the

Company with regard to severance pay, a non-compete payment or

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

❙

OTHER COMPANY OFFICERS

Allowances

or benefits due

or likely to become

due as a result of

the cessation of

duties or a change

in duties

Employment

Allowances for a

non-compete

clause

contract

Supplementary

pension plan

(permanent)

Other company

officers

Amount paid

in 2020

Yes

Company

Yes

Sopra Steria

Benelux

Sopra Steria

Group SA

Sopra Steria

Group SA

Sopra Banking

Software

Sopra Steria

Group SA

Sopra Steria

Group SA

✔

Astrid Anciaux

Hélène Badosa

David Elmalem

Éric Pasquier

121,676

51,661

56,283

518,510

209,225

55,502

220,000

Jean-Bernard Rampini

Gustavo Roldan de

Belmira

Sopra Steria

Group (Norway)

Solfrid Skilbrigt

Board members may only be linked to a company or any of its subsidiaries if the link in question was established before the Board member

became a company officer. It is mandatory for Directors representing the employees and for Directors representing employee shareholders.

3.2. Fairness ratios

3.2.1. CHAIRMAN OF THE BOARD OF DIRECTORS

In 2017, the General Meeting of Shareholders approved a proposal

to the General Meeting to suppress the variable component of

compensation for the Chairman without altering the amount of his

total compensation package. Under this proposal, the average

amount of variable compensation paid since the last update of the

fixed component in January 2011 was included within his fixed

compensation, whose gross annual amount would thus be raised to

500,000 on a gross basis.

changing the overall compensation at unchanged activity levels. The

Chairman of the Board of Directors continued to work full-time, as

stated in Section 1.1.3 “Overview of the activities of the Chairman

of the Board of Directors in 2020” of this chapter (page 52).

The chart below shows how the fairness ratios provided for by

Ordinance 2019-1234 of 27 November 2019 have varied over

time. It is the ratio of the Chairman of the Board of Directors’

compensation to the average and median compensation of

employees across the broader scope (average 86% of the workforce

in France over the period).

This decision by the Board of Directors aims in particular to align the

structure of the compensation received by the Chairman of the

Board of Directors with the AFEP-MEDEF Code (§ 25.2) without

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

❙

CHAIRMAN – FAIRNESS RATIO

Compensation paid

to the Chairman

Average compensation

Compensation paid

to the Chairman

Median compensation

Ratio based on average

compensationꢀ=

Ratio based on median

compensationꢀ=

3.2.2. CHIEF EXECUTIVE OFFICER

Vincent Paris has spent his entire career within Sopra Steria Group

or within the companies having merged since that date with

Sopra Steria Group. After 26 years of employment within the

Group, as part of the tie-up with Groupe Steria and as its

integration was being completed, he was appointed Deputy Chief

Executive Officer in January 2014 and Chief Executive Officer in

March 2015. The Board of Directors thus decided to adjust his fixed

annual compensation to 400,000 with effect from 1 July 2015.

governance and HR transformation priorities, were unanimously

approved by the Board of Directors at its meeting of 16 February

2018, without the Chief Executive Officer being present.

While noting the progress made by the Group in 2018, particularly

on the cash generation front, the Compensation Committee took

into consideration the implications for all the various stakeholders

(employees and management, shareholders) of the shortfall in the

operating margin on business activity relative to the targets set at

the beginning of the year. At the end of its review, it concluded that

the Group’s performance was not sufficient to justify the payment

of variable compensation in respect of the 2018 financial year. After

due consideration, the Board of Directors approved the

recommendation made by the Compensation Committee.

The criteria used to determine and structure his variable

compensation have remained strictly in keeping with those used for

the Company’s senior managers.

In 2017, at the General Meeting, the shareholders approved the

change in the compensation policy for the Chief Executive Officer

decided by the Board of Directors:

Vincent Paris was eligible for all three performance share plans

decided on by the Board of Directors in 2016, 2017 and 2018. A

total of 9,000 rights to performance shares have thus been awarded

to Vincent Paris, in accordance with the authorisation given by

shareholders at the General Meeting of 22 June 2016, compared

with the 316,500 rights granted to all the other recipients under

these plans, with 5,794 shares effectively deliverable. The vesting

periods for the three plans in question were extended from 24 June

2016 to 31 March 2021.

the Chief Executive Officer’s annual fixed compensation was

raised to 500,000 on a gross basis, effective 1 January 2017;

under this proposal, the Chief Executive Officer’s variable

compensation was set at 60% of his annual fixed compensation

should the objectives be met, capped at 100% in the event of

particularly outstanding performance.

The procedures used to determine annual variable compensation

were also revised in the interests of clarity and compliance with

AFEP-MEDEF recommendations. Of the criteria taken into account,

two-thirds (i.e. 40% of annual fixed compensation, if targets are

fully met) was based on the quantifiable target (operating margin

on business activity) and one-third (i.e. 20% of annual fixed

compensation, if targets are fully met) was based on one or more

qualitative targets. The precisely defined qualitative objectives are

consistent with the Group’s strategy and organisation, its corporate

responsibility policy and/or the assessment of the company officer’s

performance.

The chart below shows how the fairness ratios provided for by

Ordinance 2019-1234 of 27 November 2019 have varied over

time. It presents:

the change in the company’s performance level in relation to the

extent to which the Chief Executive Officer achieved his

quantifiable targets (financial performance of the company);

the change in the amount and composition of the Chief Executive

Officer’s total compensation;

ratios calculated relative to the average and median

For financial year 2018, the quantifiable objective of operating

margin on business activity and the three qualitative objectives in

line with strategy and with regards to the Group’s organisational,

compensation of employees across the broader scope (average

86% of the workforce in France over the period).

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

3.2.3. FAIRNESS RATIO TABLE

2016

2017

2018

2019

2020

Compensation paid to the Chairman

Compensation paid to the Chief Executive Officer

530,341

663,777

529,077

814,958

531,818

646,847

535,880

1,004,548

533,644

692,946

Broader scope (Sopra Steria Group,

Sopra Banking, I2S and Beamap)

2016

2017

2018

2019

2020

Average annual salary

46,601

48,106

48,502

50,157

50,514

Ratio Chairman compensation/Average salary

Ratio Chief Executive Officer compensation/Average

salary

Median annual salary

40,190

41,179

40,873

42,595

42,611

Ratio Chairman compensation/Median salary

Ratio Chief Executive Officer compensation/Median

salary

Sopra Steria Group SA

2016

2017

2018

2019

2020

Average annual salary

46,168

47,500

47,832

49,389

49,844

Ratio Chairman compensation/Average salary

Ratio Chief Executive Officer compensation/Average

salary

Median annual salary

39,738

40,550

40,357

42,017

42,072

Ratio Chairman compensation/Median salary

Ratio Chief Executive Officer compensation/Median

salary

Performance

2016

2017

2018

2019

2020

Level of quantifiable targets achieved

by the CEO

Consolidated operating margin

Organic consolidated revenue growth

Free cash flow

98%

8.0%

5.2%

100%

8.6%

3.5%

85%

7.5%

4.9%

104%

8.0%

6.5%

47%

7.0%

-4.8%

150.6m

111.4m

173.1m

229.3m

203.5m

Note: The Chief Executive Officer’s variable compensation is linked

not only to the Group’s financial performance, but also to its

non-financial performance. Sections 2.2.3 “Diversity and equal

opportunity” and 4.4 “Future outlook” concerning actions to

protect the environment, in Chapter 4, “Corporate responsibility” of

this Universal Registration Document (on pages 108 to 111 and

131, respectively) report on the Group’s performance in terms of

corporate social responsibility. This performance is also reflected in

the compensation paid to the Chief Executive Officer through one

or more qualitative targets.

Comments on methodology:

Compensation paid to the Chairman corresponds to the amounts

owed as shown in the AFEP-MEDEF tables.

Compensation paid to the Chief Executive Officer corresponds to the

amounts owed as shown in the AFEP-MEDEF tables. However,

performance shares effectively delivered or deliverable subject to

being with the company at the end of the vesting period are

redistributed over each of the years covered by the plan depending

on achievement of the performance conditions set. They are

measured at fair value at the time of allocation.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Standardised presentation of compensation paid to company officers

Average and median annual compensation paid to employees has

been calculated on the basis of a population representing on

average 86% of employees in France over the period (temporary

exclusions from the scope are due to technical difficulties in

processing data over all of the five years but calculations made in

2019 showed that the result did not changed beyond the first

decimal point). Compensation taken into account includes fixed

compensation, variable compensation, bonuses of any kind,

performance share plans (measured at fair value), matching

employer contribution shares within the framework of employee

share ownership plans, and incentives.

The company’s performance is presented in relation to the

percentage of achievement of the quantifiable targets set for the

Chief Executive Officer by the Board of Directors. These targets

concern financial performance (operating profit on business activity

and organic growth). The performance level is calculated relative to

the target value bestowing the right to 100% of variable

compensation for the target achieved without taking account of the

trigger thresholds used to calculate variable compensation (i.e.

actual level/target level). The weighting of each of these criteria

within the overall performance level is the same as the weighting

used for the variable compensation of the Chief Executive Officer.

For 2020, as the limit set by the Board of Directors for negative

organic growth in consolidated revenue was exceeded, the resulting

performance level was set at 0%. Other data representative of

performance are published data prepared in accordance with

applicable standards at the time of publication.

3.3. Result of the shareholder consultation on compensation paid to executive

company officers (General Meeting of 9 June 2020)

❙

RESULT OF THE SHAREHOLDER CONSULTATION ON COMPENSATION PAID TO THE CHAIRMAN

For

Against

Votes

Abstain

Resolution Ordinary General Meeting

Votes

Approval of the fixed, variable and exceptional items 20,726,378

of compensation making up the total

compensation and benefits of any kind paid or

allotted to Pierre Pasquier, Chairman, in respect

of the year ended 31 December 2019

98.83% 244,677 1.17%

605

Approval of the compensation policy for the

Chairman, as presented in the Report on corporate

governance pursuant to Article L. 225-37-2 of the

French Commercial Code

20,874,977

99.54% 96,078

0.46%

605

❙

RESULT OF THE SHAREHOLDER CONSULTATION ON COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER

For

Against

Votes

Abstain

Resolution Ordinary General Meeting

Votes

Approval of the fixed, variable and exceptional items 20,462,371 97.57% 508,684

of compensation making up the total compensation

and benefits of any kind paid or allotted to Vincent

Paris, Chief Executive Officer, in respect of the

2.42%

605

year ended 31 December 2019

Approval of the compensation policy for the Chief

Executive Officer, as presented in the Report on

corporate governance pursuant to

20,283,916 96.88% 653,759

3.12%

33,985

Article L. 225-37-2 of the French Commercial Code

The Board of Directors took note of the result of the shareholder consultation on compensation paid to executive company officers.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE GOVERNANCE

Departures from the guidelines set forth in the AFEP-MEDEF Code

Departures from the guidelines set forth

in the AFEP-MEDEF Code

At its meeting of 25 February 2021, the Board of Directors noted

the following departures from the guidelines set forth in the

AFEP-MEDEF Code after hearing the report of the Nomination,

Governance, Ethics and Corporate Responsibility Committee:

then Chief Executive Officer in April 2014, once again Deputy

Chief Executive Officer in September 2014 and finally Chief

Executive Officer again in March 2015. Although the criteria

used to determine and structure his variable compensation –

which have long been strictly in keeping with those used for

the Company’s senior managers – underwent changes

in 2017, they remain very similar.

recommendation 11.3. During financial year 2020, no meetings

of the Board of Directors were held fully in the absence of the

Chief Executive Officer. Operational matters related to the public

health crisis and the cyberattack required the Board of Directors

to be kept regularly informed. It should also be noted that the

Chief Executive Officer is not a Director and does not take part in

discussions on the evaluation of his performance, the setting of

his targets or his compensation in general.

•

No commitments have been entered into by the Company with

regard to severance pay, a non-compete payment or a

supplementary pension plan for Vincent Paris. Vincent Paris is

not a member of the Board of Directors. His employment

contract has been in abeyance since his first appointment as

Deputy Chief Executive Officer.

Recommendations regarding the status and compensation

of company officers:

In light of his career within the Group, his length of service, his

circumstances, his significant contributions and the

components of his compensation, the decision not to terminate

his employment contract still seems to be in the best interests

of the Company. A decision of this kind would carry great

symbolic weight and would, in addition, be difficult to envision

without an agreement to a set of terms in exchange. On the

other hand, the possible disadvantages of maintaining the

employment contract in abeyance have not been identified.

Nonetheless, it should be noted that if Vincent Paris were no

longer a company officer, his employment contract would

remain in effect and would entitle him to claim retirement

bonuses or termination benefits, if applicable. The employment

contract in abeyance is a standard Sopra Steria Group

employment contract identical to that signed by Group

employees and governed by the Syntec collective bargaining

agreement with no special provisions or notice period

adjustment, even concerning termination or a change in

position. No special payments are provided for. As things

stand, only standard legal rights (droit commun) would apply

upon termination of the employment contract.

recommendation 23. 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;

recommendation 22.1. By way of an exception to the

AFEP-MEDEF Code, the Chief Executive Officer’s employment

contract was not terminated and remains in abeyance;

The recommendation in this article applies to the Chairman and

the Chief Executive Officer, but not to the Deputy Chief Executive

Officers.

•

Hired on 27 July 1987 following his graduation from the École

Polytechnique, Vincent Paris has spent his entire career within

Sopra Steria Group or within the companies having merged

since that date with Sopra Steria Group. After 26 years of

employment within the Group, as part of the tie-up with

Groupe Steria and as its integration was being completed, he

was appointed Deputy Chief Executive Officer in January 2014,

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

4. Corporate responsibility

Message from the Chief Executive Officer

Sopra Steria: A committed and responsible Group, making a sustainable,

human and enlightened contribution

1.1.

Overview of the Group’s corporate responsibility strategy and governance

Major recognition

1.2.

1.3.

104

Overview of reporting scope

Social responsibility: A committed and responsible collective effort

2020 context

106

113

2.1.

2.2.

2.3.

Responsible employment challenges

Other labour-related information

Societal responsibility: Engaging all our stakeholders to build

a positive future for all

115

116

118

119

120

121

3.1.

Creating value for shareholders

Innovation and strategic partnerships

Responsible digital technology

Responsible purchasing

3.2.

3.3.

3.4.

3.5.

3.6.

Community and patronage

Regional impact

Environmental responsibility: Innovating all along our value chain

Environmental policy, strategy and targets

Environmental challenges: opportunities for the Group

Environmental impact and performance

122

123

124

131

4.1.

4.2.

4.3.

4.4.

4.5.

4.6.

Future outlook

Environmentalreporting

Compliance and assurance in relation to environmental reporting

Ethics and compliance

132

133

134

5.1.

Governance and organisation

5.2.

5.3.

5.4.

5.5.

5.6.

Policies and procedures

Measures to prevent and combat corruption

Tax regulations and transparency - Fight against tax evasion

Data protection

Duty of vigilance and vigilance plan

SDG/GRI/TCFD-CDSB cross-reference table

137

Annex: Social and environmental indicators

Summary of social indicators

141

7.1.

7.2.

Summary of environmental indicators

148

Report by the independent third party on the consolidated statement

of non-financial performance presented in the management report

153

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE RESPONSIBILITY

Message from the Chief Executive Officer

Using digital technology responsibly

to accelerate positive change

The Group is strongly committed to taking

the challenges posed by social and

environmental changes into account

in its business and using digital technology

to accelerate positive change˝

environmental changes into account in

action to help the most vulnerable

populations through extensive solidarity

programmes focused on digital inclusion.

its business and using digital technology

to accelerate positive change. The crisis

has prompted us to strengthen our

sustainability strategy, which we have

been able to successfully leverage by

working with all our stakeholders to

more quickly build resilience all along

our value chain.

Sopra Steria has

a long-established

culture of solidarity at every level of

the organisation. As the Sopra Steria–

Institut de France Foundation celebrates

its 20th birthday in 2021, we share our

pride in it with all the employees and

non-profit organisations who work every

day with the Group’s support.

Vincent Paris

Chief Executive Officer

At the heart of our employee policy, we

have continued to work towards greater

diversity and equal opportunities, setting

ambitious targets for all Group entities.

We have continued with our skills

development programmes to enable

us to anticipate and respond to our

clients’ evolving needs.

The world is having to simultaneously

reckon with unprecedented upheavals

in the areas of climate, public health,

society and technology. These upheavals

Lastly, for the fourth year running the

CDP has recognised Sopra Steria as

a global leader on action to address

climate change and protect the

environment, including the Group on

its climate change A-List. This renewed

recognition bolsters our strategy on

net zero emissions, which we aim to

achieve across all our direct and indirect

activities by 2028. Through this strong

and decisive commitment, we want

to be the partner of choice for our

clients, helping them address their own

environmental challenges as we develop

our business.

will have

a lasting impact on all

economies and make populations more

vulnerable. They pave the way for far-

reaching changes that we must seize

to transform our lifestyles and growth

models.

During exceptional periods when the

coronavirus crisis meant working from

home became a necessity, we very quickly

adapted the Group’s working practices

and put in place measures to provide

our employees with all the support they

needed. We maintained employment levels,

stepped up our training programmes and

continued to recruit.

The events of 2020 prompted greater

awareness of these issues, heightening

the need for citizen engagement in

response to a search for meaning and

purpose within society. Our policy on

corporate responsibility in support of

The digitalisation of the economy,

education, training and learning has

accelerated sharply in an irreversible

trend that has further heightened social

inequality. All Group entities have taken

Our ability to manage change, work

together and stay the course over the

long haul is a key strength that will help

us, as a Group, continue to help build a

more sustainable world.

more sustainable world resonates

strongly with the current environment.

The Group is resolutely committed to

taking the challenges posed by social and

Foreword

This is the third year since the new Statement of Non-Financial Performance (SNFP) was introduced. This year, as part of its Universal

Registration Document, Sopra Steria is publishing a Corporate Responsibility Report incorporating information (relating to the workforce,

the environment, society, human rights, anti-corruption measures and the prevention of tax evasion) relevant to the Group’s key non-

financial risks, as required by the SNFP rules, as well as voluntarily reporting all helpful and important labour-related, environmental and

social information under the banner of Sopra Steria’s corporate responsibility programme.

The Group’s business model is described in the “Business model and value chain” section within the integrated overview of Sopra Steria,

of this Universal Registration Document (pages 8 to 9).

Key risks and methodology together with policies, procedures and actions to manage and control these risks, including non-financial risks,

are set out in Chapter 2 of this Universal Registration Document (pages 35 to 50).

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE RESPONSIBILITY

Sopra Steria: A committed and responsible Group, making a sustainable, human and enlightened contribution

Sopra Steria: A committed and responsible Group,

making a sustainable, human and enlightened

contribution

1.1. Overview of the Group’s corporate responsibility strategy and governance

Our corporate responsibility approach is underpinned by the mission

Sopra Steria set for itself in 2019: “Together, building a positive

future by making digital work for people”.

This strategy is shaped by seven key priorities, all aligned

with the Group’s business model:

Being a leading employer that attracts the best talent, fosters

We firmly believe that digital technology can create opportunity and

progress for all. When closely linked to humanity, it creates a

virtuous circle that benefits society as a whole. Sopra Steria has

chosen to be a “contributor” company involved in building a

sustainable world in which everyone has a part to play.

employee dialogue and promotes diversity and equal opportunity;

Being a long-lasting partner for our clients, meeting their needs

as effectively as possible by providing them with the best

technology as part of a responsible and sustainable value-creating

approach;

We see our contribution as sustainable, human and guiding.

Establishing ongoing constructive and transparent dialogue with

Sustainable: we see our actions – whether in running our

businesses or helping our clients with their digital transformation –

as part of a long-term approach. Our approach in support of a

more sustainable world encompasses all our environmental, social,

ethical and inclusive commitments.

our stakeholders;

Achieving "net zero" emissions by 2028, protecting resources and

helping combat climate change;

Acting ethically and with integrity in our day-to-day operations

and across all our business activities;

Human-centred: our activities are focused on implementing

projects that foster digital inclusion, equal opportunity and social

open-mindedness. For a number of years now, we have been

committed to education for young people, inclusion for people with

disabilities and professional development for women.

Supporting local communities by stepping up our community

engagement initiatives, notably in the area of digital inclusion;

Collaborating with our ecosystem to adapt our initiatives in

response to the major changes we face;

This strategy is based on our commitment to the United Nations

Global Compact and on the materiality matrix that we use to assess

the non-financial challenges that the Group faces. The relevant

information is set out in Section 1.1.1, “Contribution to Sustainable

Development Goals through the materiality matrix”, of this chapter

(pages 100 to 102).

Guiding: our contribution is rooted in our ability to anticipate,

understand and translate the challenges posed by digital technology

so as to be able to better assess their impacts on everyday life. We

are thus able to help our clients meet their own sustainability

challenges. We work with our ecosystem and contributing to the

debate on the impact of digital technology on society in order to

inform our work on the responsible use of digital technology.

A dedicated governance structure coordinates implementation of

policy and associated improvement plans.

The Group’s corporate responsibility strategy is based on our values,

convictions and a high level of commitment across the Group. We

are keen to be a responsible company that mobilises all its

stakeholders to help create a more sustainable world.

Global Compact Advanced Level – top 8%

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

CORPORATE RESPONSIBILITY

Sopra Steria: A committed and responsible Group, making a sustainable, human and enlightened contribution

1.1.1. CONTRIBUTION TO SUSTAINABLE DEVELOPMENT GOALS THROUGH THE MATERIALITY MATRIX

Materiality analysis helps identify and prioritise the most relevant

material and non-financial issues for the Group and its stakeholders.

Looking out to 2023, we have identified 17 priorities in the

materiality matrix as being directly aligned with the Group’s

business model and strategy. The relevant information is set out in

the introduction, “Integrated presentation of Sopra Steria”, of this

Universal Registration Document (pages 8 and 11).

The analysis is shown graphically in the form of a matrix plotting the

significance of priorities for the Group (x-axis) against their

significance for the organisation’s external stakeholders (y-axis).

❙

MATERIALITY MATRIX

IMPORTANCE FOR

STAKEHOLDERS

Innovation

Client satisfaction

Security and data protection

Diversity and equal opportunity

Digital sovereignty

Very high

Direct environmental impact

of activities

Digital sobriety

Attracting and retaining talent

Indirect environmental impact

of activities

Skills development

and transformation

Civic engagement

High

Responsible supply chain

Culture and values

Staff well-being

and commitment

Digital responsibility

Environmental solutions

Labour relations

Medium

IMPORTANCE FOR

SOPRA STERIA

Medium

High

Very high

Environmental priorities

Societal Priorites

Labour-related Priorites

Market and business conduct priorites

The Sustainable Development Goals (SDGs) are the 17 global

priorities adopted by the United Nations General Assembly for the

period to 2030. Together they form a plan of action for peace,

humanity, the planet and prosperity. Through its corporate

responsibility programmes targeting social, societal, environmental

and ethical goals, Sopra Steria directly or indirectly supports the

17 United Nations SDGs. This contribution is further detailed in the

tables breaking down issues pertaining to the materiality matrix and

presented under the various policies and achievements set out in

this Universal Registration Document.

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❙

EMPLOYEE-RELATED PRIORITIES

Attracting

and retaining

development and talented

Skills

Well-being at

work and

commitment

Diversity

and equal

opportunity

Priorities

transformation

employees

Labour relations

Opportunities

arising from

priorities

Develop

Gain recognition

as the employer

of choice among

top industry and

digital professionals

Foster employee

development and

build their

engagement in

support of a

Eliminate all forms

of discrimination,

achieve a very good benefiting the

gender balance and Group’s and

promote diversity at employees’

Forge a constructive

workplace dialogue

employability and

align employee skill

sets with the new

client priorities

corporate plan that

is meaningful and

adds value for

everyone involved

every level of the

business

development

Sopra Steria’s

direct contribution

to the SDGs

Sopra Steria’s

indirect

contribution to the

SDGs

❙

MARKET AND BUSINESS CONDUCT PRIORITIES

Data security and

protection

Responsible

supply chain

Priorities

Client satisfaction Innovation

Culture and value

Opportunity

arising from

priorities

Focus on the

Support clients’

digital

transformation by

gaining a lead in

the top

Develop a culture of Safeguard the

entrepreneurship in security of

Work with suppliers

and service

providers fully

aligned with the

Group’s responsible

purchasing

Group’s strengths:

close relationships,

responsiveness,

reliability and

high-qualitydelivery technologies on the and close client

Achieve and

maintain

leading-edge

production

efficiency

our teams founded

on creativity,

operations and the

confidentiality of

collective endeavour personal and client

data by

market and by

working with an

innovative

relationships and

supported by the

Group’s values

implementing robust priorities

and agile

frameworks, paying

special attention to

cybersecurity

ecosystem

predicated on major

technological

partnerships and

startups

Sopra Steria’s

direct contribution

to the SDGs

Sopra Steria’s

indirect

contribution to the

SDGs

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Sopra Steria: A committed and responsible Group, making a sustainable, human and enlightened contribution

❙

SOCIETAL PRIORITIES

Priorities

Digital sovereignty

Civic engagement

Digital ethics

Opportunity arising from

priorities

Help build a firm grasp of

data issues across both the Group and its employees to foster

public and private sector

Ratchet up the commitment of the

Develop an ethically robust

approach to applications

and uses of digital

technology

digital inclusiveness and support the

most vulnerable sections of society

Sopra Steria’s direct

contribution to the SDGs

Sopra Steria’s indirect

contribution to the SDGs

❙

ENVIRONMENTAL PRIORITIES

Environmental impact of

direct activities

Environmental impact of

indirect activities

Environmental

service solutions

Priorities

Digital sobriety

Opportunity

arising from

priorities

Keep the Group’s business

travel, office space and data

centres carbon-neutral

Extend carbon-neutral

approach to waste,

commuting journeys and the them with

supply chain managing their

Inform clients

about and support environmental footprint by

Reduce digital technology’s

developing the services

delivered to clients

own

environmental

challenges

Sopra Steria’s

direct

contribution

to the SDGs

Sopra Steria’s

indirect

contribution

to the SDGs

The priorities resulting from the materiality matrix, the related

policies and their main results are presented in the corresponding

sections of this Universal Registration Document.

1.1.2. A CORPORATE RESPONSIBILITY GOVERNANCE

STRUCTURE SUPPORTING THE GROUP’S

PRIORITIES

In 2020, as part of the events marking the United Nations’

75th anniversary and the 20th anniversary of its Global Compact,

the Group responded to the call to action launched by the

organisation and joined its “Uniting Business for a Better World”

pledge, along with more than 1,200 other companies worldwide, to

promote peace, justice, strong institutions, adherence to theGlobal

Compact’s 10 principles and the achievement of the SDGs.

The Chief Executive Officer, in conjunction with the Chairman of the

Board of Directors, oversees the Group’s corporate responsibility

strategy, notably in relation to social, environmental and ethical

issues. He chairs the Group’s Executive Committee, which lays down

operational guidelines in these areas. The Chief Executive Officer’s

compensation takes into account one or more criteria linked to

social and environmental responsibility.

The Deputy Chief Executive Officer oversees the Group’s corporate

responsibility programmes. He represents Executive Management in

dealings with major government and industry bodies touching on

corporate responsibility issues; within the Group, he represents

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Executive Management on key committees overseeing corporate

to address environmental issues and risks identified by the network.

It brings together functional expertise on climate issues to develop a

strategy, implement actions and report on results.

responsibility. That being the case, he chairs the Corporate

Responsibility and Sustainable Development (CRSD) Committee

and the Corporate Responsibility Advisory Board, both of which are

described later in this document. In conjunction with the CRSD

Director, he oversees analysis of risks and opportunities relating to

corporate responsibility issues.

Lastly, an Environmental Sustainability Unit was set up in 2020 to

provide the Group’s clients with access to expertise and tools

developed in-house.

Community Engagement unit

The CRSD Director acts as the Group’s Chief Sustainability Officer.

As a member of the Group’s Executive Committee since 2020, she

manages the Group’s corporate responsibility programme and her

compensation takes into account targets linked to performance

under this programme. Governance of corporate responsibility is

structured around this Group department and four interdependent

units supported by functional and operational departments.

This unit’s activities are overseen by the Group CRSD Department,

which determines an engagement framework for the Group and

coordinates the network of local stakeholders. In accordance with

the framework laid down, each entity defines and implements

community action programmes suited to the needs of its local

communities. This unit oversees the actions of the

Sopra Steria-Institut de France Foundation.

Group Corporate Responsibility and Sustainable

Development (CRSD) Department

Two bodies rounding out the oversight system

Reporting directly to Executive Management, the Corporate

Responsibility and Sustainable Development (CRSD) Department

establishes the framework governing the Group’s corporate

responsibility strategy. It coordinates action plans, manages

reporting, and analyses and assesses performance. It is supported by

the relevant departments and divisions and a network of

representatives within each entity.

Corporate Responsibility and Sustainable Development

Committee

The Corporate Responsibility and Sustainable Development

Committee (CRSD Committee) is chaired by the Deputy Chief

Executive Officer and coordinated by the CRSD Director. Other

members of this committee include the Sustainability Officer (who

chairs the GESC), the Group Purchasing Director, the IT Director, the

Internal Control Director, the Property Director, the Marketing and

Communications Director, business and operations representatives,

and representatives of the subsidiaries.

Its role is, in particular, to help entities take account of corporate

responsibility goals and manage risks so as to:

Structure policies;

The Committee’s role is to monitor the roadmap and progress

against associated action plans, in relation to strategic priorities. It

monitors progress on the Group’s various corporate responsibility

programmes.

Define shared indicators to improve the consistency and

coordination of the corporate responsibility strategy.

Each year, the strategy, issues and key achievements relating to

corporate responsibility are presented for discussion to the

Nomination, Governance, Ethics and Corporate Responsibility

Committee of the Board of Directors.

Corporate Responsibility Advisory Board

The purpose of the Advisory Board is to provide external feedback

on the various components of the Group’s corporate responsibility

approach. It consists of four external experts and key Group

managers with responsibility for business units and major issues. In

light of the coronavirus crisis, the Board met only once in 2020.

Market Responsibility unit

This unit works with operational departments to help respond to

requests from the Group’s clients and partners. The unit is

coordinated by the CRSD Department at Group level. It is

managed in close cooperation with Group departments responsible

for overseeing programmes that fall within their scope: Internal

Control, Legal and Purchasing.

In 2020, the Advisory Board’s membership included the following

four independent experts:

Marie-Ange Verdickt, former Director of Research and Socially

Responsible Investment at La Financière de l’Échiquier, a company

director working with institutions that champion social

development;

Responsible Employment unit

Responsible employment is overseen by the Group Human

Resources Department. This department coordinates work on issues

linked to attracting talent, developing skills, fostering workplace

well-being and promoting equal opportunity and diversity. It works

with Executive Management to determine employee policy and

implement associated programmes. It produces annual reporting

covering all its actions.

Patrick Bourdet, former founder and Chairman and CEO of Areva

Med, an executive consultant and coach working with

educational and child welfare bodies;

Mark Maslin, Professor of Climatology at University College

London (UCL), an expert in climate change and author of

numerous studies and publications on climate issues;

Frédéric Tiberghien, an honorary member of France’s Council of

State, Chairman of Finansol and Honorary Chairman of ORSE

Environmental Responsibility unit

This unit manages the programme to reduce the environmental

impact of the Group’s activities and its action to combat climate

change. It works day-to-day with departments, both central (such as

Real Estate and Purchasing, Information Systems, Industrial) and

operational, and reports its activities and achievements annually.

The unit, which is overseen by the CRSD Department, is supported

by a network of environment correspondents spanning all entities

and countries.

(Observatoire

Responsabilité

Sociétale

des

Entreprises – Observatory of Corporate Social Responsibility).

A new environment and climate expert, Jan Corfee-Morlot, joined

the Committee in January 2021. Having previously headed up the

OECD’s environment and climate development programme, Jan

Corfee-Morlot is now a Senior Advisor to the New Climate Economy

project and lead author for the Intergovernmental Panel on Climate

Change (IPCC).

The Group Environmental Sustainability Committee (GESC) is

responsible for the Group’s environmental programme, including

climate issues. It works with the network of environment

correspondents in each country. The GESC meets every two months

The Group’s corporate responsibility policies and strategies,

including their social and environmental aspects, are subject to the

same governance process and the same controls and disclosure

procedures that apply to financial management.

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Sopra Steria: A committed and responsible Group, making a sustainable, human and enlightened contribution

On environmental matters, the GESC puts forward the most

significant results, risks and opportunities to the CRSD Committee

for analysis; the CRSD Committee in turn passes on significant

results to the Internal Control department.

Euronext Vigeo Europe 120;

Euronext Vigeo Euro 120;

CDP Environment ESG FR EW;

Euronext CDP Environment FR EOGE;

Euronext CDP Environment FR EW;

Ethibel Sustainability Index (ESI) Excellence Europe;

Ethibel Sustainability Index (ESI) Excellence VM;

Gaïa Index.

Internal control representatives in each country also notify the

Internal Control department of potential risks. The Internal Audit

department carries out an independent audit of these risks. These

two departments regularly meet to exchange information and may

present the most significant climate issues to the Group Executive

Committee, which has authority to make decisions on such issues.

They also present such issues to the Audit Committee and the

Nomination, Governance, Ethics and Corporate Responsibility

Committee.

1.3. Overview of reporting scope

The Corporate Responsibility Report, presented in the 2020

Universal Registration Document, aims to set out the non-financial

information that is most relevant to the Group in the context of its

business model, its activities, main issues arising from the materiality

matrix and the main risks facing the Group.

1.2. Major recognition

In 2020, the Group received major recognition in the areas of

corporate responsibility and sustainable development.

The information required to draw up this report is collected in

accordance with a reporting procedure, available on request from

Sopra Steria’s CRSD Department. This procedure is reviewed

annually to take into account changes in the Group’s scope and

reporting approach and, with effect from 2018, new regulatory

requirements arising from Ordinance 2017-1180 of 19 July 2017

on disclosure of non-financial information.

The Group is ranked at Platinum level by EcoVadis, putting it in

the top 1% of 3,200 companies assessed by EcoVadis in the area

of corporate responsibility for the second year running.

Based on regulations in force and taking into account the specific

nature of its business activities, Sopra Steria measures the Group’s

progress in four areas: Workforce, Society, Environment, Ethics and

Compliance.

For the fourth year running, the CDP has awarded Sopra Steria its

highest distinction by including the Group on its A List in

recognition of the performance and transparency of its

environment and climate programme. The Group is among the

top 2.8% of 9,600 companies assessed by the CDP.

The environmental reporting presented complies with the

framework proposed by the CDSB(1)

recommendations.

and with TCFD(2)

MSCI: the Group was awarded an MSCI ESG rating of AA for the

third year running.

This report includes a significant amount of information

pertaining to Articles L. 225-100 and L. 225-102 of the French

Commercial Code and Articles 70 and 173 of the Energy

Transition for Green Growth Act, its implementing decree

2017-1265 of 9 August 2017, consistent with the general

principles laid down in the guidelines of the GRI (Global

Reporting Initiative) and aligned as closely as possible with the

core subjects addressed by ISO 26000. A cross-reference table

covering non-financial information included in the Statement of

Non-Financial Performance has been added as an appendix to

this document. The relevant information is set out in the,

“Management Reports table” Section, of this Universal

Registration Document (page 313).

Vigeo: rated Advanced level, with a score of 62 out of 100, the

Group ranks second in the European IT and telecoms sector.

Lastly, the Sopra Steria Group has been included in rankings

produced by two French media organisations, in partnership with

Statista:

2021 ranking of “France’s most responsible companies”

published by Le Point: eighth in the overall ranking and second

in the IT and telecoms sector, as well as:

•

10th out of the top 50 companies in the Environment category,

14th in the Social category;

Challenges: 11th out of 75 companies in the “Climate

Champions” ranking;

Sopra Steria earned a score of A in CDP’s 2020 Supplier

Engagement Leader assessment for its leadership and

performance in engaging its suppliers on climate change.

Furthermore, pursuant to the seventh paragraph of

Article L. 225-102-1 of the French Commercial Code, Sopra Steria

has appointed Mazars as independent third party to verify that the

Statement of Non-Financial Performance complies with the

provisions laid down in Article R. 225-105 of the French

Commercial Code and that the information provided pursuant to

point 3 of the first and second paragraphs of Article R. 225-105 of

the French Commercial Code, disclosed in this report pursuant to

Article R. 225-105-2 of the French Commercial Code, is truthful.

In 2020, in recognition of its environmental, social and governance

(ESG) performance, the Group was included in the following

indices:

Euronext Eurozone ESG Large 80;

Euronext Eurozone 300;

(1) CDSB: For more information, see the Glossary on page 308.

(2) TCFD: For more information, see the Glossary on page 308.

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Definitions of social indicators

All Sopra Steria Group businesses in a given country

(Sopra Steria France, Sopra Steria UK, Sopra Steria

España, etc.). For each country, all Sopra Steria Group

subsidiaries are included (Sopra Banking Software, Sopra HR

Software, I2S, CIMPA, Beamap, Cassiopae, Galitt, 2MoRO,

it-economics, APAK, SAB, etc.).

Unless otherwise indicated, indicators are calculated on the basis of

numbers of employees on permanent and temporary contracts and

internship agreements. The following definitions are used:

Permanent contract: Full-time or part-time employment contract

entered into with an employee for an indefinite period;

As regards the scope of workforce indicators:

Fixed-term contract: Full-time or part-time employment contract

•

Companies consolidated in 2019 (SAB and Sopra Banking

Software Senegal) and the joint venture formed with Sopra

Financial Technology GmbH are included in all indicators

shown. Neosphères, also acquired in 2019, is now fully

consolidated by Sopra HR Software France. ADN’Co, which was

acquired in January 2020 and consolidated by Galitt with

effect from 1 September 2020, is an exception: indicators for

Galitt include employees of ADN’Co (30 employees),

entered into with an employee and expiring at the end of a

specific period or on completion of a specific task lasting an

estimated period;

Frequency rate of workplace accidents in France: Calculated in

business days, using the following formula: (Number of

workplace accidents with work stoppage × 1,000,000)/Total

number of hours worked by total workforce in the year;

Severity rate of workplace accidents in France: (Number of

•

For Sodifrance, cxpartners, Soft-Maint, Anteo Consulting,

Anteo E-Business Solutions and Mia Software, which joined the

consolidated Group during 2020, only the “Total workforce

Sc.qt.2.5” indicator will be calculated. The scope will be

specified for each indicator;

working days lost due to workplace accidents × 1,000)/Total

number of hours worked by all employees during the year. Work

stoppages continuing on from the previous year are not counted.

Work stoppages continuing on as a result of workplace accidents

that occurred the previous year are not counted;

As regards the scope of environmental indicators (CDSB

Absence rate: Calculated in business days and on the basis of the

REQ-07/TCFD)(1)

average full-time equivalent workforce. It takes into account

absences for illness, workplace accidents and accidents while

travelling. It corresponds to the ratio of the number of actual

calendar days’ absence and the number of work days theoretically

available;

•

Headcount at companies acquired during 2020 (Sodifrance,

ADN’Co, cxpartners and HoloCare AS) is included when

calculating all indicators,

•

The scope of 2020 environmental reporting spans all entities over

which the Group has both financial and operational control. The

NHS SBS, SSCL and Sopra Financial Technology GmbH joint

ventures are thus included in all indicators;

Percentage of employees with a disability: total employment units

accounted for by employees with a declared disability (“disabled

employment units” in France), multiplied by 1.5 where allowed

under the rules applied by French government agency Agefiph

(which promotes employment for people with disabilities),

divided by the size of the relevant workforce. The workforce

numbers used are also calculated according to the rules defined

by Agefiph.

As regards reporting policy (CDSB REQ-08/TCFD)(1)

•

To check consistency between financial and non-financial reporting,

some structural indicators common to both areas are compared

and verified at various levels of detail,

•

A snapshot of the reporting process and reporting tools

relating to this report is set out in the reporting protocol

available on request from Sopra Steria’s CRSD Department;

Scope of reporting

To ensure compliance with regulations, the Group has developed a

reporting process for collecting the relevant data and leveraging the

results in this document.

As regards the reporting period (CDSB REQ-09/TCFD)(1)

•

Corporate responsibility reporting covers the calendar year from

1 January to 31 December 2020. Any exceptions to calendar

year reporting are indicated in respect of the data concerned,

The following information (required by Article L. 225-102.1 of the

French Commercial Code) has been excluded since it does not apply

to Sopra Steria Group’s business: combating food waste and food

insecurity, promoting animal welfare and responsible food

production.

•

To check consistency between financial and non-financial

reporting, some structural indicators common to both areas are

compared and verified at various levels of detail.

Sopra Steria’s corporate responsibility policy applies to all Group

entities. The headcounts provided in the workforce section of this

report and used in certain environmental indicators include all

Group employees.

An overview of the reporting process and reporting tools relating to

this report is set out in the reporting protocol available on request

from Sopra Steria’s CRSD Department.

No corrections have been noted in relation to data published in

Depending on the indicator, the geographic scope is either:

the 2019 Universal Registration Document (CDSB REQ-10/TCFD)(1)

The full worldwide scope of Sopra Steria Group businesses (i.e.

Sopra Steria Group);

(1) CDSB REQ: For more information, see the Glossary on page 308

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Social responsibility: A committed and responsible collective effort

Social responsibility: A committed and responsible

collective effort

The Group is a participant in the United Nations Global Compact

and supports the UN Sustainable Development Goals 3, 4, 5, 8, 10,

11 and 17 related to employment.

2.1. 2020 context

The unprecedented economic crisis resulting from the Covid-19

pandemic has had a range of effects, from declines in business

levels and a sharp slowdown in recruitment to cancellations of

events and the need to move training online, with a pronounced

impact on most indicators.

It adheres to the principles and fundamental entitlements of the

Universal Declaration of Human Rights adopted by the United

Nations General Assembly in 1948 and the European Union’s

Charter of Fundamental Rights, and abides by the eight

fundamental conventions of the International Labour Organisation

(ILO).

Against this backdrop, the Group nevertheless took pains to

maintain and strengthen relationships with employees, applicants

and students across all geographies, despite lockdown measures.

The Group is notably committed to:

With all employees working from home, regular surveys of the

employee climate were carried out and support and communication

measures implemented to ensure that the Group continued to listen

to and maintain close contact with employees. The relevant

information is set out in Section 2.3.3, “Working conditions and

organisation" of this chapter (page 114).

Complying with European Community and domestic labour law

and collective bargaining agreements in each country where the

Group operates or, if necessary, put in place measures intended

to improve relations between management and labour;

Upholding, in particular, freedom of association and the right to

collective bargaining in each relevant country, the elimination of

forced or compulsory labour and the effective abolition of child

labour.

The Group also reaffirmed its desire to maintain commitments given

to applicants and students before the crisis so as to welcome them

in the best possible conditions in spite of a complex and

unprecedented situation.

The Group’s corporate responsibility policy is aligned with these

commitments. More generally, it aims to abide by the principles of

equal opportunity and non-discrimination. The goal is foster a

caring work environment where everyone feels recognised and

valued irrespective of origin, gender, age or disability.

2.2. Responsible employment

challenges

Digital technology is a strategic sector of the economy and a real

necessity at a time when society must reinvent itself while also

maintaining a long-term vision.

The Group’s ambition is to attract the best professionals and

anticipate future skills requirements through a broad training

offering. These ambitions and a working environment nurturing

professional development and well-being help to attract and retain

its talent.

The Sopra Steria Group is transforming itself to increase its value to

clients by addressing their business challenges, combining its various

service offerings as part of an end-to-end approach and

incorporating digital technology at every level. It seeks to continually

develop the abilities of its teams, to ensure that they can constantly

adapt to technological and market changes.

Governance

All matters relating to talent management, employee training and

diversity are managed by the Group Human Resources Director,

supported by a network of country and/or subsidiary Human

Resources Directors. The Group Human Resources Director reports

directly to Sopra Steria’s HR Transformation Director, who is a

member of the Executive Committee.

Against this backdrop, Sopra Steria’s ambitions in relation to

responsible employment practices entail five types of challenges for

the Group:

As regards attractiveness, attracting and retaining the very

best digital professionals to support the Group’s development;

As regards skills maintenance and development, maintaining

and developing employees’ skills to proactively meet clients’

current and future needs;

As regards diversity and equal opportunity, addressing major

public interest issues and preventing any form of discrimination,

with a focus on promoting access to employment for people with

disabilities, gender equality in the workplace and access to

employment for young people;

As regards labour relations, forging with employee

representatives a constructive dialogue and negotiations to plan

ahead for and support the major changes affecting the Group;

As regards health and safety, offering an environment

conducive to quality of life in the workplace.

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•

Given the nature of the Group’s business, not all the labour-related

challenges set out above are main risks for the company as defined

in the Statement of Non-Financial Performance. Only attractiveness

and skills maintenance and development are main risks for the

Group and treated as such in the “Risk factors” section. The relevant

information is set out in Section 1, “Risk factors”, chapter 2 of this

Universal Registration Document (pages 36 to 42).

An ongoing career and skills assessment and development

process to maintain staff employability. The relevant

information is st out in Section 2.2.2, “Maintaining and

developing skills”, of this chapter (pages 108 to 109),

•

An international Group employee share ownership

programmeto give all employees a more meaningful stake in

the company’s performance.

Policies, actions and achievements associated with these five

challenges are described below.

2020 achievements

Attractiveness: Many events continued to run, with modules

and forums adapted to a digital format. Virtual events were held

to maintain ties with students and give them opportunities to get

to know the Group’s business areas. The Group’s position in

rankings was affected by the Covid-19 crisis. Since rankings rely

on a certain volume of responses, some organisations decided

not to produce a ranking this year due to low numbers of

responses.

2.2.1. ATTRACTING AND RETAINING MORE TALENT

Employee engagement, motivation and skills are key factors in the

Group’s success and depend on its ability to attract and retain

talent.

To attract and retain more talent, the Group must be a leading

player in the digital sector, acting boldly and decisively. To meet this

challenge, three innovative policies have been implemented to

promote close contact with applicants and employees through

personalised support. These policies form part of a long-term

strategy aimed at ensuring the transparency of our HR practices.

They are broken down as follows:

•

614 school initiatives, compared with 1,000 in 2019 (76% of

scope: Belgium, Denmark, France, Germany, India, Italy,

Morocco, Norway, Poland, Spain, United Kingdom),

•

LinkedIn: 23% more followers (336,762 compared with

274,000 in 2019),

The employer brand policyaims to increase awareness of the

•

Sopra Steria recognised by employees and applicants:

Group among applicants and employees through HR marketing

and communications campaigns designed to share the Group’s

values;

−

Happy Trainees France: while Sopra Steria was once again

accredited in 2020, no ranking was drawn up due to the

Covid-19 crisis. For reference, Sopra Steria ranked ninth in the

2019 Happy Trainees ranking,

Recruitment policy is based on the principles of equal

opportunity and non-discrimination. This proactive policy

contributes to the national effort to foster access to employment

for young people by taking on young graduates, interns and

work-linked training students. It is aligned with new uses for

digital technology and the transparency demanded by today’s job

seekers. This policy is structured around four types of actions:

−

Happy Trainees World: the Group was not accredited in 2020

due to the difficulty of hosting interns and work-linked training

students in some countries as a result of the Covid-19 crisis.

The Group ranked seventh in the 2019 Happy Trainees World

ranking,

•

−

Promoting jobs in the digital field to attract more young people

and, in particular, women,

Happy Candidates: the Group was certified for the second year

running,

•

Making a meaningful difference: offering an enriching

experience through innovative civic projects. The relevant

information is set out in Section 2.2.3, “Diversity and equal

opportunity”, of this chapter (pages 109 to 111),

Potential park: Sopra Steria held on to its place in the top 20.

Technical problems meant the Potential park audit could not be

carried out under optimal conditions, resulting in the Group

falling four places (from 15th to 19th among French companies

in the top 100 CAC 40 and SBF 120 companies ranked in

relation to their use of digital channels for recruitment in

2019),

•

Facilitating transparency to meet applicants’ expectations: free

exchanges between employees and applicants via platforms like

PathMotion and Glassdoor,

−

Universum: amid the unprecedented circumstances of 2020,

Sopra Steria maintained its connections with students by way

of virtual events. The Group needs to further step up its

presence in schools to build its relationships with students, thus

strengthening the Group’s position as a preferred employer.

Down six places from 75th to 81st place, based on a sample of

36,917 students,

Fostering international mobility: offering students and

employees opportunities to broaden their career paths;

The retention policy seeks to respond to employees’

expectations and needs. It is based on a robust induction and

integration programme and supported by close relationships

between management and staff. The induction and integration

programme is a key ingredient in the retention not only of new

recruits but also of employees joining the Group through mergers

and acquisitions. The policy is served by an action plan structured

around three key areas of focus:

−

The Group was recognised as an “Open Company” by

Glassdoor;

Mobility: the internal mobility portal was overhauled and is now

accessible to all Group entities in France. There were 78

intragroup staff transfers in 2020 (275 in 2019), but no interns or

work-linked training students (76 in 2019), and 13 destinations,

compared with 17 in 2019;

•

A specific inductionprocess adapted to the appropriate level

of experience, together with a common “Get on board”

seminar aimed at all new recruits. There are two tracks: one for

young people and the other tailored to inductees’ seniority.

These two processes help new recruits gain an understanding

of and share the Group’s culture, values and fundamentals

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Recruitment: the Group maintained commitments given to

❙

HUMPACT

applicants who had signed an employment contract or internship

agreement before the first lockdown was announced in March.

However:

Sopra Steria came in second place, out of a total

of 250 companies analysed in France, in the 2020

Grand Prix Humpact Emploi France, a ranking

released by the ESG rating agency Humpact that

recognises companies having implemented the

•

With lockdown measures severely affecting the global

economy, the number of new hires declined correspondingly;

6,133 new hires (vs. 10,844 in 2019), with an increase in the

proportion of women (34%, vs. 33.1% in 2019). Recruitment

remained strong among under-25s, accounting for 29.5% of

new hires (vs. 35% in 2019),

most exemplary social policies for employment in France.

2019-2021 performance indicators

•

The number of interns and work-linked training students

declined significantly: 846 interns hosted in 2020, vs. 1,562 in

2019 (64% of scope: Austria, Belgium, France, Germany, Italy,

Luxembourg, Morocco, Poland, Spain, Switzerland and

Tunisia); 557 work-linked training students in 2020, vs. 837 in

2019 (41.8% of scope: France),

Target of scoring 4/5 on Happy Trainees world within three years:

no score in 2020. For reference, 3.88 out of 5 in 2019, in line

with target (put on standby due to Covid-19).

Target of a 25% increase in social media followers: up 23% in

2020. These figures underscore the level of interest and

engagement in the Group’s communities. It should be noted that

Sopra Steria opted to post less in 2020 and reassessed the

number of campaigns planned to promote the Group’s activities.

Retention: keeping in contact with and retaining employees

were both key priorities. The induction process was adapted to a

virtual format as soon as the first lockdown was announced in

March to ensure that new recruits were given a proper welcome.

A major HR communications campaign was also rolled out,

including working from home best practice guides, in-house

surveys, regular communications, and so on,

Target of increasing % of employees under 30: up

0.2 percentage points between 2019 and 2020, in line with

target.

2.2.2. MAINTAINING AND DEVELOPING SKILLS

•

Overhaul of the induction process: the new induction

programme, “Immediate Boarding”, offering a range of online

training options, guides and training sessions, was rolled out in

digital format. Three face-to-face sessions and 15 remote

sessions were held, delivering training to over 1,500 new

recruits in an immersive and innovative environment. This

training included input from key internal stakeholders, video

interviews, workshops and live feedback,

The digital revolution, the expectations of the next generation and

the uncertain environment we are currently navigating all mean we

must constantly be developing our employees’ skills so as to:

Respond even better to client expectations and serve the Group’s

strategy;

Sustain motivation and develop employee engagement;

Develop performance and maintain employability.

•

Employee share ownership: an employee share ownership

programme to give all employees a more meaningful stake in

the company’s performance.

To meet these challenges, the Group has implemented a numberof

initiatives:

Annual updates of the Group’s digital Core Competency

Reference Guide to provide a shared framework for

understanding our businesses, appraising employees and

supporting career development;

❙

GREAT PLACE TO WORK

Launched in 2019, Sopra Steria’s survey of its

Provision of a common performance appraisal system

based on ongoing dialogue between employees and their

managers and resulting in an individual development plan;

entire workforce (82% participation rate),

conducted with the help of Great Place to Work

(GPTW), forms part of an overarching approach

to transformation in which the Group’s

Annual implementation of the “People Dynamics” process

employees are the key stakeholders. In 2020, the Group

responded to the needs that employees had expressed the

previous year, especially for more information on HR processes or

during review cycles, as well as for more opportunities for

informal chats with management, by running workshops in all

entities to develop and implement initiatives to address them:

training of 16 Great Place to Work project managers by GPTW in

early 2020, networking and community building, with

programmes such as Mood and Morale in the UK, Together

Sopra Steria in Spain, and Restoacasa in Italy. Norway topped the

Great Place to Work ranking for the fourth year in a row.

Germany, Italy and Switzerland secured Great Place to Work

certification. The Great Place to Work survey will be run again in

2021.

to identify far-reaching changes affecting our businesses over the

next one to three years (emerging jobs where there is positive

pressure, and/or that are sustainable or sensitive) and draw up HR

action plans for integrating, maintaining and developing the

required current and future skills.

These initiatives are supplemented by a proactive training policy,

which constitutes one of the primary vehicles for adapting our

people’s skills. This policy is supported by the Group Executive

Committee and an Academy. The goal of this policy is to ensure

that the Group has access to the appropriate skills at all times and

in all places, particularly as project cycles accelerate. To achieve this

goal, the following initiatives are being implemented across the

Group:

Changes to the Academy to make it more cross-functional and

more closely aligned with each country’s needs: creation of

business line, subsidiary and corporate Academies;

Refresh of the Academy offering and training courses, notably

including “Group fundamentals, management”, “Induction for

new employees”, “Business-specific courses”, technology courses

(cloud, agility, end-to-end), commerce course;

Accelerated digitisation of programmes and availability of new

e-learning platforms.

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2020 achievements

the business. This policy is implemented through specific actions to

ensure that women are ultimately represented at every level of the

company – particularly in management positions and on senior

management bodies – in proportion to their percentage of the

total workforce.

The circumstances surrounding the Covid-19 crisis led to a more

rapid expansion of digital training offerings. The Group also rolled

out a reskilling policy to address production overcapacity in some

entities and business sectors hit particularly hard by the crisis.

Update and rollout of the Group’s Core Competency

a. Increasing the proportion of women in the workforce

and in management positions

Reference Guide, now including video portraits giving an

overview of the Group’s businesses to show them in a clearer

light (100% of scope);

The Group has implemented a diversity programme backed by

Executive Management, “TogetHER For Greater Balance”, to involve

employees in an innovative collective intelligence exercise designed

to tease out ideas and best practice. This long-term programme is

helping raise awareness of the need to increase the proportion of

women in the digital sector, where they are significantly

under-represented. It also aims to promote initiatives and success

stories, which are gathered and shared throughout the year. They

are made available via a dedicated platform accessible to all

employees. The goal of sharing initiatives in this way is to inject

fresh momentum by inspiring people and encouraging interaction

between countries.

All employees are assessed against the same criteria. There

were 4,117 promotions, with women accounting for 35% of the

total. The number of promotions represents 9.8% of the

permanent contract workforce in post all year long(1) (94% of

scope for promotions);

The scope of the People Dynamics approach was extended to

cover the whole of the Group;

Decline in the number of training hours delivered to 1,207,065

hours, including 16,700 hours of reskilling, representing a slight

decrease of 4.4% relative to 2019, when 1,263,354 hours of

training were delivered (100% of scope; workforce excluding

interns). This decline was due to several factors, including the

impact of the Covid-19 pandemic and the greater proportion of

online training, with an average number of training hours

adapted to the prevalence of remote training;

The six types of initiatives collectively identified and implemented

are as follows:

Setting numerical targets to track changes in how well

women are represented within the workforce and in

management positions (proportion of women recruited; overall

proportion of women in the workforce; proportion of women

promoted);

In France, the budget allocated to training equates to 4.6% of

total payroll (42.8% of scope);

Launching Group awareness campaigns under the

Digitisation of training offering:

“TogetHER for Greater Balance” banner, backed by Executive

Management, to reaffirm the Group’s commitment to diversity;

•

90% of employees trained through e-learning modules, up

from 88% in 2019,

Training employees at every level to lead the cultural and

88.4% of employees trained through e-learning modules,

excluding compliance modules, up from 28% in 2019,

behavioural change needed to allow women to advance

(addressing the impact of stereotypes on decision processes,

sexual harassment, sexism, etc.);

8% of employees completed Group compliance e-learning

modules, down from 82% in 2019, given that no new Group

compliance e-learning modules were launched in 2020.

Supporting career development for women through

mentoring programmes;

2019-2021 performance indicators

Promoting role models through testimonials, talks, webinars,

and internal and external multimedia campaigns involving

inspiring women in the Group;

Development of digital training offering: goal of training 30% of

employees via digital channels (excluding Group compliance

e-learning) within three years achieved at 88.4%, thus well

beyond the target.

Fostering gender diversity networks to identify and attract

women in the digital sector through talks, notably at secondary

schools and higher education institutions.

2.2.3. DIVERSITY AND EQUAL OPPORTUNITY

b. Increasing the proportion of women in senior

management positions

The Group reaffirms its commitment to combat discrimination,

based on the principle of equal opportunity. The Group is keen to

create a caring environment where everyone works together to

foster inclusion and well-being. As such, it endeavours to recruit

employees from a diverse range of backgrounds and to treat all

employees fairly. This approach is underpinned by four inclusive

policies:

Building on its experience with the gender equality programme

Toget’HER for Greater Balance, the Group’s Executive Management

has drawn up an action plan and targets to increase the proportion

of women in senior management positions, in line with the

recommendations of the AFEP-MEDEF code.

In the context of this action plan, senior management positions are

broadly defined as including all of the highest echelons in the

Group’s organisation: the Executive Committee, of course, but also

“upper management”, corresponding to the 3% of employees on

permanent employment contracts belonging to the two highest

echelons. This second, less visible category is very important for the

functioning of the Group’s organisation and includes future

Executive Committee members.

A gender equality policy;

A disability policy;

An intergenerational policy;

A policy promoting diversity and access to employment for young

people.

The gender diversity policy is designed to develop women within

the Group and support their career development at every level of

(1) A promotion corresponds to a change of level/classification relative to the permanent contract workforce at 31 December a year earlier.

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On Executive Management’s recommendation, the Board of

Directors has approved the following targets:

More women in the workforce and in management

positions: women represented 32.5% of the workforce in 2020

(32% in 2019) and 34% of new staff (33.1% in 2019), despite a

drop in female enrolments in information and communications

technology degree programmes (13% of all students in this area

in 2016, down from 15% in 2011)(1). Of the 10% most senior

positions, 18.6% were held by women (compared with 17.96%

in 2019).

Increasing the proportion of female Executive Committee

members from 12% to 30%;

Raising the proportion of women in upper management positions

initially from 15% to 20%, thus a 33% increase.

The Board of Directors has set a time frame of five years to achieve

these targets (thus by 2025). For several years, robust measures

have been in place to actively promote gender equality within the

Company and its Group. These measures function well. Their results

are evaluated each year by the Social and Economic Committee for

France and then by the Board of Directors. Although great progress

has been made along these lines, this approach has not led to a

significant increase in women moving into senior management

positions. Executive Management is therefore moving forward with

a more exacting programme, implemented for a large proportion of

the Group’s workforce, given that it operates in an industry

environment that tends to be male dominated. Ambitious goals

cannot therefore be set uniquely by taking a medium-term view.

Nevertheless, the Board of Directors has adopted an intermediate

target relating to the proportion of women in upper management,

which will need to reach 17% by mid-2023.

A Group awareness campaign, “TogetHER for Greater

Balance”, is launched annually by Executive Management. Aimed

at all 44,768 employees, the campaign aims to reaffirm the

Group’s commitment to increase the proportion of women in the

workforce and in management positions. Individual countries run

their own initiatives to coincide with International Women’s Day

on 8 March; examples include lecture series in the United

Kingdom, France and Spain where experts in the field address

employees and senior managers.

Rollout of training programmes both Group-wide and at

country level, for example:

•

Group “Gender Equality Tour” training programme: 16 sessions

were run in France as well as eight international and

multicultural sessions in five languages, bringing together equal

numbers of men and women from 16 countries, 60% of

whom were managers (94% of scope: Belgium, Brazil, Côte

d’Ivoire, France, Germany, India, Italy, Luxembourg, Morocco,

Netherlands, Norway, Poland, Spain, Switzerland, United

Kingdom, United States),

Procedures for implementation

The Chief Executive Officer has put in place a specific operational

the proportion of women in senior management positions, which is

being monitored by the Chairman of the Board of Directors.

Action plan to advance female leadership (“FID”)

•

Sexual harassment training: 3,605 employees received training

in preventing sexual harassment, as in India with the

long-running Prevention of Sexual Harassment (POSH)

programme and in France, where the existing module was

improved and expanded. A training programme designed in

conjunction with representatives of management and labour

was launched, with two pilots rolled out to a group of HR

Directors and employee representatives. The programme is to

be rolled out to all employees in 2021;

The aim of this action plan is to help more women move into roles

at the Group’s highest levels and ultimately to ensure that they are

represented at every level in proportion to their percentage of the

total workforce.

In order to achieve the Group’s targets, a set of initiatives are

required, which have been grouped into four priority areas:

1. Proactive plan to promote female talent by identifying

candidates and facilitating their access to the highest levels of

the organisation;

Programmes supporting women to more quickly increase

the proportion of women in management (47% of scope:

France, Germany, India, United Kingdom):

2. Proactive recruitment plan to help meet the targets for female

representation at the levels concerned alongside internal

promotion procedures;

•

A total of 137 women took part in a mentoring programme;

Mentoring programmes were rolled out in various countries.

These programmes mainly revolve around training (on topics

like leadership, building stronger networks, etc.), individual

coaching and close mentoring by a member of the relevant

Management Committee or Executive Committee.

3. Adjustments to HR and managerial practices to encourage

gender equality, for example by ensuring participation by

women in the HR structures for manager evaluation and

selection;

4. Support actions for talented women to encourage and secure

their move into senior management positions by setting up

specific training, coaching and mentoring programmes.

Campaigns promoting role models:

•

“Super Banking Women”, a serie of 22 videos from 13 Group

countries highlighting the careers of inspiring women at Sopra

Banking Software shared on social media: 300,000 total views

(8% of scope),

The Board of Directors will monitor the implementation and results

of this action plan and will report on its progress in the universal

registration document. In addition, the implementation of this plan

will be among the qualitative targets set for Executive Management

in 2021.

Gender diversity networks: over 1,600 employees are

members of gender diversity networks (in Belgium, Denmark,

France, Germany, India and the United Kingdom) working for

greater diversity in the digital sector by including more men in the

approach. Due to the Covid-19 pandemic, there were few

opportunities in all these countries to give talks at secondary

schools and conferences. Instead, webinars were held with the

aim of promoting the role of women in the digital sector.

2020 achievements

Group commitment: “In support of retraining for women in

the digital sector” manifesto sponsored by Syntec Numérique

(41.8% of scope: France) to increase the recruitment of and

proportion of women in jobs in the digital field (33.3% of new

hires under the retraining programme were women, vs. 32.3% in

2019).

2021 targets: The “FID” action plan to increase female

representation in senior management positions will be launched in

2021 and will include a five-year target.

(1) “Women in the digital age”, European Commission study, 2016 : https://op.europa.eu/en/publication-detail/-/publication/84bd6dea-2351-11e8-ac73-01aa75ed71a1/language-fr

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2021-2025 indicator: women to make up 30% of Executive

Committee members and hold 20% of senior

management positions by 2025 (with an intermediate target

of 17% for women in senior management positions by 2023).

Introduced a phased retirement system to facilitate the transition

to retirement.

A diversity and youth employability policyto ensure access to

education for all and integrate young graduates into the world of

work. This policy is in line with the principle of equal opportunity

and is geared towards recruiting and developing talented young

people. In pursuing this policy, the Group launches specific

additional actions for young people from disadvantaged areas in

order to:

In 2021, Sopra Steria signs the UN Women Charterand endorses

the 7 WEPsprinciples.

A disability policy aiming to favour the recruitment and

continued employment of people with disabilities through

innovative initiatives in the areas of recruitment, adapting the work

environment, training and awareness.

Provide career guidance: inform students about our business

as soon as they enter secondary school;

Listen and build relationships: help young people of

secondary school age understand the business world;

The Group has reaffirmed its commitment and joined the ILO Global

Business and Disability Network, an initiative run by the

International Labour Organization (ILO). This network of businesses

aims to share international best practice to improve the recruitment

and induction of employees with disabilities.

Provide training for digital sector jobs: foster inclusion and

reintegration into employment for out-of-work young people.

2020 achievements

The Group is committed to complying with local legislation,

regulations and recommendations concerning employment for

people with disabilities.

385 secondary school and university students interacted

directly with Sopra Steria employees (41.8% of scope: France):

•

Providing career guidance to 256 secondary school

students from disadvantaged areas:hosted as part of their

fourth-year work experience to learn about jobs in the digital

sector and demystify algorithms (unplugged activity), in

partnership with the non-profit organisation Tous en Stage,

Differences in how disability is defined from country to country

mean we are not able to collect consistent and comparable data.

2020 achievements

The Group reaffirmed its commitment by signing the “Manifesto

•

promoting inclusion in economic life for people with disabilities”.

Listening and building relationships: 106 secondary

school students under the banner of the HandiTutorat

programme in partnership with nine engineering schools.

23 students in higher education mentored in partnership

with non-profit organisation Article 1;

The Group signed the ILO Global Business and Disability Network

Charter.

The proportion of employees with disabilities rose: 2.21% (41.8%

of scope: France).

342 young graduates helped to move back into

employment through training designed to foster access to

employment (43% of scope: France and Tunisia):

Plan put in place to listen to and support employees with

disabilities during the Covid-19 crisis.

Awareness campaign in France and internationally.

•

171 unemployed young people recruited and trained in digital

skills (France), 33.3% of them women (up from 32.3% in

2019), in partnership with work integration organisations such

as Ensemble Paris Emploi Compétences(EPEC), the Pôle Emploi

public employment centres or the Maison des Jeunes Talents,

Assistance for 106 secondary school students with disabilities.

Employees took part in the Challenge Innovation Awards to foster

the emergence of solutions that improve day-to-day life and

increase independence for people with disabilities. Three

award-winning projects outside France will be supported by the

Mission Handicapdisability team.

•

The intake of 171 candidates recruited in Tunisia in 2019

continued their four-year retraining programme. Candidates

recruited (48% of whom are women) hold bachelor’s degrees

Goals for 2021: Increase the proportion of employees with

disabilities in France from 2.21% to 2.75% by 2023.

or equivalent and receive help towards obtaining

postgraduate engineering degree. In particular, they are

awarded scholarships covering their study costs for four years,

receive personalised mentoring to help them fit in throughout

the programme, and follow a specific training plan;

The Group’s intergenerational policy aims to attract talented

young people while ensuring that different generations continue to

be represented. The Group promotes knowledge and skills transfer –

a key component of its intergenerational policy – by appointing a

mentor for every new recruit aged under 26.

35 grants awarded to secondary school and university

students with disabilities to support them through their

academic careers, in partnership with the FEDEEH.

Goals for 2021: Rerun initiatives and strengthen momentum at

Group level.

2020 achievements

Balance preserved in terms of age representation: 7% of the

workforce was under 25 years of age (compared with 10%

in 2019) and 9.9% was over 55 (compared with 8.7% in 2019).

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The Group’s businesses are concentrated in the service sector and

do not involve any high-risk activities, notably in respect of

workplace accidents, which occur very rarely and are related purely

to the hazards of everyday life (the Group has a very low workplace

accident frequency rate).

2.2.4. LABOUR RELATIONS

Labour relations are a key driver of performance for an economy in

support of an inclusive collective underpinned by the Group’s

values. The Group’s adhesion to the UN Global Compact is in

keeping with its commitment to uphold freedom of association and

recognise the right to collective bargaining, in line with the

principles of the ILO’s eight fundamental conventions.

This policy of prevention and support to promote health and

well-being in the workplace is underpinned by a systematic

approach based on a five-point action plan:

Sopra Steria seeks to implement measures intended to improve

professional relations between the company and its employees even

in countries that do not have an institutional framework governing

the recognition of employee representatives’ status.

Non-discrimination policies and procedures are implemented with

regard to employee representatives.

1. Deliver detection and prevention training and

awareness-raising: roll out training and awareness plans to

prevent accidents and improve employee health and safety;

2. Provide employees with a psychological counselling and

support unit:this unit, staffed by psychologists, is completely

independent of the company and can be accessed

anonymously, confidentially and free of charge at any time;

Against this backdrop and in accordance with legislation in force in

each country where the Group operates, Sopra Steria is committed

to establishing constructive dialogue with employee representatives

on matters relating to corporate strategy and the company’s

economic, financial and employee policy.

3. Analyse protection and welfare arrangements and travel

and repatriation insurance coverin each country;

4. Form a network of stakeholdersworking in the field;

The initiatives brought about by collective bargaining increase

employees’ sense of belonging, ensuring that all staff are

committed to the corporate plan and that the challenges posed by

digital transformation are met.

5. Monitor and analyse indicators of absence and workplace

accidents.

Governance

The Group supports and advocates these principles in its Code of

Ethics, available on the Group website and thus accessible to all

stakeholders.

The Group Human Resources Director is supported by a network of

country and/or subsidiary Human Resources Directors. Each country

and/or subsidiary is subject to its own country’s legislation. Health

and safety committees in each country ensure that specific

processes and measures are implemented at the local level. These

measures concern, in particular, buildings (security of premises,

furnishings, heating and air conditioning, etc.) and food (canteen,

water, etc.).

Governance

Responsibility for labour relations in each country lies with the Chief

Executive Officer and the HR Director. They are responsible for:

Holding regular updates with representatives of management and

labour to respond to employee expectations;

2020 achievements

Putting in place all bodies required by legislation in force in their

country.

Training and awareness-raising:

•

Covid-19 awareness-raising (Group): live events, occupational

stress training, guides,

The Group’s governance is exercised through regular (weekly,

monthly and annual) steering meetings attended by the various

companies’ HR Directors to ensure that the approach to labour

relations is consistent with Group policy.

•

Training in safety rules and emergency first aid: 94.4% of

employees are covered by training programmes to prevent

accidents and improve employee health and safety (Belgium,

France, Germany, India, Italy, Luxembourg, Norway, Poland,

Spain, Sweden, Switzerland, Tunisia, United Kingdom, United

States),

2020 achievements

56 foundational labour agreements signed and implemented

(compared with 49 in 2019);

•

Sopra Steria launched new training for the Human Resources

function on quality of life in the workplace. This training is

designed to boost HR employees’ skills and ability to address

issues in this area,

326 agreements in force, compared with 291 in 2019;

74.2% of employees covered by a collective bargaining

agreement or company-wide agreements, compared with 71.8%

in 2019.

Health and safety training: 1,245 employees trained (41.8% of

scope: France);

Goal for 2021: Labour relations remain a main issue for the

Group’s future development and for the successful implementation

of new agreements.

Psychological counselling unit: 82.2% of Group employees

are eligible for this service (Belgium, France, Germany, India,

Poland, Scandinavia, United Kingdom).

2.2.5. HEALTH AND SAFETY

Continuation of the exercise to map personal insurance

and prevention measures in each country and analyse results

(including social security cover, death benefit cover, early

retirement and retirement), exercise to be continued in 2021.

Sopra Steria’s workplace health and safety policy complies

with regulatory requirements in each country in which the Group

has a presence. It forms part of a preventive approach to

occupational risk aimed at protecting employees’ and

subcontractors’ health and safety, improving their working

conditions and promoting workplace well-being.

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Indicators:

Germany, India, Scandinavia, Spain and the United Kingdom,which

together account for 89.4% of the Group’s workforce.

Two occupational illnesses recognised in France by CPAM, the

national health insurance body (42.8% of scope: France),

The decline in the workforce noted for the Group’s reporting scope

(excluding acquisitions) is tied to the impact of the Covid-19

pandemic on the global economy, resulting in lower business levels

across all industry sectors. This decline in business activity impacted

the service centres in India and Spain to the greatest extent, as they

were hit hard by the economic difficulties affecting the aviation

sector in particular. This was compounded, for India, by the decline

in business process services (BPS) delivered for public sector clients

in the United Kingdom, following the repatriation of these services

as requested by the clients. This led to an increase in the workforce

in the United Kingdom, because the services could no longer be

delivered in teleworking in India, upon the client's request.

The absence rate was 2.5% in 2020, compared with 2.6% in

2019 (42.8% of scope: France),

The workplace accident frequency rate fell significantly in 2020 to

1.26%, compared with 2.47% in 2019 (42.8% of scope: France).

This decline was linked to the lockdown measures,

The severity rate was 0.013%, compared with 0.033% in 2019

(42.8% of scope: France). This significant decline was also linked

to the lockdown measures.

Goal for 2021: The aim is to build on initiatives launched in 2020

amid the pandemic to continue to roll out shared tools for use

across the Group. A training and awareness campaign will be rolled

out to employees on a phased basis to encourage them to identify

risks and accidents and flag them up to a network of designated

representatives.

The proportion of permanent contracts, which was slightly higher in

2020 (96.7% in 2020, compared with 96.1% in 2019), and that of

temporary contracts, which was slightly lower (2.9% in 2020,

compared with 3.3% in 2019, excluding interns) demonstrate the

Group’s long-standing commitment to offer stable jobs while

favouring the professional integration of young people on

permanent contracts and on work placements (100% of fixed-term

contracts were for work-linked training students in 2020,

compared with 96.1% in 2019).

2.3. Other labour-related information

2.3.1. JOBS AND THE WORKFORCE

For many years, the Group’s growth has been backed by a proactive

employment policy of recruiting talented individuals and developing

employees’ skills.

The Group’s employee attrition rate of 13.6% marked a significant

decline (17.7% in 2019). This decrease is a result of the economic

impact of the Covid-19 crisis.

External growth is also a strong driver of the Group’s development

and increased business volumes. Thanks to the various acquisitions

completed in 2020 (1,192 employees), the Group can offer a

comprehensive response to its clients’ needs in the areas of

transformation and competitiveness.

In France, redundancies or dismissals accounted for 2.4% employees

leaving the Group in 2020, compared with 2.3% in 2019 (scope:

France).

The age pyramid illustrated below, showing a breakdown of the

Group’s workforce (excluding acquisitions) by gender and age, has

remained stable for the past three years, with a very slight increase

in the proportion of women, particularly in the 35-45 and 25-35

age brackets.

At 31 December 2020, Sopra Steria Group had a total of

45,960 employees (44,768 employees excluding 2020 acquisitions,

compared with 45,153 at end-2019), mainly based in France,

The average age of employees on permanent contracts is 38.7 years (compared with 37.8 in 2019), with an average length of service of

7.7 years (compared with 7.1 years in 2019), a slight increase from 2019 due mainly to the decline in recruitment.

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Social responsibility: A committed and responsible collective effort

The proportion on women in the Group’s workforce increased very

slightly, from 32% in 2019 to 32.5% in 2020, with women holding

29.9% of engineering, consulting and project management

positions (up from 29.3% in 2019). It remains higher than the

overall proportion of women in scientific careers (28%). Progress

was made in Spain and the United Kingdom, with a significant

increase in the proportion of women recruited in these countries.

Variable compensation: to encourage individual and collective

performance for some employees, notably managers, sales staff

and experts;

An international Group employee share ownership programme to

give all employees a more meaningful stake in the company’s

performance.

2020 achievements

2.3.2. COMPENSATION

The ratios set out below are the fruit of a policy aimed at

harmonising HR processes so as to promote fair treatment across

all countries in which the Group operates:

The Group’s compensationpolicyis a management tool based on

recognising each individual’s contribution to the Group’s

performance, over and above the requirements of local legislation. It

is based on the principle of fair treatment and supported by a

system of personalised annual performance appraisals for all

employees. Compensation offered is in line with local regulations

and exceeds the minimum wage (where one exists) in countries in

which the Group has a presence.

•

Ratio for the top 1 % of high earners in the Group (99.9% of

the Group excluding interns, work-linked training students and

acquisitions): 86.9 % of employees work in a country where the

average of the top 1 % of salaries is less than 4.5 times the

average salary in the country, a higher percentage than in

2019,

Principles governing the breakdown of and changes in

compensation apply across the Group and are based on the

following:

•

Senior executive fairness ratio: The relevant information is

set out in Section 3.2, “Fairness ratio”, chapter 3, "Corporate

Governance" of this Universal Registration Document (pages 91

to 95).

Fixed compensation: in keeping with the level of responsibility,

consistent with the Group’s Core Competency Reference Guide;

❙

RATIO OF THE AVERAGE TOP 1% OF SALARIES TO THE AVERAGE ANNUAL SALARY

2020*

(2019)**

(2018)***

Under 4.5

4.5 ≤ x ≤ 5

Over 5

86.9%

13.0%

0.0%

85.5%

14.4%

0.2%

84%

16%

99.9% of the Group workforce (excluding interns and acquisitions).

** 99.8% of the Group workforce (excluding Cassiopae Tunisia, interns and acquisitions).

*** 78% of the workforce (Benelux, France, India excluding Cassiopae, Italy, United Kingdom and Scandinavia; excluding interns and acquisitions).

communications campaigns, guides for managers and employees,

and specific training programmes.

2.3.3. WORKING CONDITIONS AND ORGANISATION

The Group’s policy on the organisation of work schedules, designed

to promote work/life balance, is structured around a five-point

action plan:

Well-being was a major focus of attention, with the HR

community focusing on working conditions for each and every

employee. Listening and support mechanisms were put in place.

Ensuring a satisfactory work rate;

6.1% of Group employees were part-time (compared with 5.9%

in 2019). Part-time working is never a requirement: it depends on

both the employee’s individual choice and compatibility with the

department or project concerned.

Valuing day-to-day work;

Prompting healthy ways of working;

Managing teams with care and authenticity;

Tools were rolled out to facilitate working from home: practical

guides for managers and staff, webinars on workplace

ergonomics.

Promoting healthy lifestyles and a healthy environment.

All Group countries switched to working from home to limit the risk

of spreading Covid-19.

Work/life balance: the “right to disconnect” was introduced and

working from home was rolled out across all countries as aresult

of the Covid-19 crisis (70.4% in 2019).

2020 achievements

As a result of the Covid-19 crisis, new working arrangements

were introduced in 2020, with all employees Group-wide working

from home. These new arrangements were supported by

SBS Wellness Programme: 25 remote sports sessions were run,

with an average of 90 employees per session (5.7% of scope:

France, Benelux, MEA, Germany).

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Societal responsibility: Engaging all our stakeholders to build a positive future for all

Societal responsibility: Engaging

all our stakeholders to build

a positive future for all

Sopra Steria is a leading partner in digital transformation for major

companies and organisations. With the world in the grip of an

economic and social crisis, it is vital that we continue to develop

relationships of trust and transparent dialogue with our

stakeholders. The Group stepped up its interaction with

stakeholders in 2020 by involving them in its commitments to the

environment, diversity, equal opportunities and the most vulnerable

populations. The Group also makes all the expertise and tools

developed for its environmental programme available to clients to

help them address their challenges.

3.1. Creating value for shareholders

In an approach where collective action is essential, we are working

with our staff, our customers, our partners, our suppliers and civil

society to provide sustainable answers. Together, we want to take

responsible and ethical steps to make innovation work for as many

people as possible and have a positive impact on society as a whole.

3.1.1. SUMMARY OF VALUE CREATION FOR

STAKEHOLDERS

Sopra Steria is a signatory to the United Nations Global Compact in

the Global Compact Advanced reporting category and supports the

Global Compact’s ten principles in the areas of human rights,

international labour standards, the environment and

anti-corruption.

Thanks to the relevance of its policy and associated programmes to

addressing key social issues, the Group is one of the most engaged

and high-performing businesses in the area of corporate

responsibility.

To help it be a “contributor” company and build a sustainable

world, Sopra Steria engages all its stakeholders in a collaborative

approach that generates value for all.

Sopra Steria responds to the United Nations Sustainable

Development Goals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 16 and

17 related to society.

Amid the Covid-19 crisis, the Group’s teams have been working

with the whole of Sopra Steria’s ecosystem to develop innovative

business continuity solutions for clients and help the most

vulnerable individuals.

❙

SUMMARY OF RECOGNITION RECEIVED AS WELL AS COMMITMENTS AND INITIATIVES TO SUPPORT STAKEHOLDERS

Rise to second place in KPMG and Syntec Numérique’s 2020 Grand Angle digital services and ICT

company ranking

Sopra Steria targets "net zero" emissionsby 2028

Ecovadis “Platinum”level certification achieved in 2020 and ranked among the top 1%of companies

assessed by EcoVadis for the second year in a row

CDP A Listfor the fourth consecutive year reflecting the Group’s environmental performance

NelsonHall:ranked among the leaders in digital experience consulting servicesand recognised as a

leader in cloud infrastructure brokerage and orchestration services

ISG Provider Lens :leader in four areas of its Public Cloud - Solutions Services study

™

Second place in the IT and telecoms sector in Le Point’s ranking of France’s most responsible

companies

Sopra Banking Software ranked no. 1 in Lending Solutions and no. 3 in Universal Banking Solutions in the

IBS Intelligence Sales League Table for 2020

Sopra HR Software added to the Major Contenders category of Everest Group’s Multi-Country Payroll

Solutions PEAK Matrix for 2020

“FID” action planto step up the increase in female representation at upper management levels

Sopra Steria joined theILO Global Business and Disability Network

Happy Candidatesaccreditation for the second year running in 2020

Happy Trainees Franceaccreditation awarded in 2020 for the first time

Sopra Steria recognised as an “Open Company”by Glassdoor

Sopra Steria Norway topped theGreat Place to Work rankingfor the fourth year in a row

Sopra Steria Germany, Italy and Switzerland secured Great Place to Work certification

Over 700 employees volunteered to help environmental causesthrough the Green Lights (France)

and Sustainability Champions (United Kingdom) networks

Two community outreach platformsfor employees, covering both voluntary work and skills

sponsorship initiatives

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Sopra Steria came in second place in the 2020 Grand Prix Humpact EmploiFrance

Sopra Steria belongs to the following indices:

•

Euronext Eurozone ESG Large 80

Euronext Eurozone 300

Euronext Vigeo Europe 120

Euronext Vigeo Euro 120

CDP Environment ESG FR EW

Euronext CDP Environment FR EOGE

Euronext CDP Environment FR EW

Ethibel Sustainability Index (ESI) Excellence Europe

Ethibel Sustainability Index (ESI) Excellence VM

Gaia Index

50 startupsadded to the Group’s value proposition in Europe under the Sopra Steria Ventures

programme

Adoption by Sopra Steria Next of the Institut du Numérique Responsable’s charter on responsible use

of digital technology

Partnerships with the leading market vendors: Axway, AWS, Dassault Systèmes, Google, IBM, Microsoft,

Orange, Oracle, OVH, PEGA, SAP and Salesforce

Partnerships with universities and research institutesto pursue innovation-relatedprojects

Main sponsor of the “Digital, Governance and Sovereignty” academic chair at Sciences Po

Sponsor of the “Cybersecurity and Digital Sovereignty” academic chair at the IHEDN

Over 72%of the Group’s purchasing volume covered by EcoVadis CSR supplier ratings

Sopra Steria earned a score of A in CDP’s 2020 Supplier Engagement Leaderassessment for its

leadership and performance in engaging its suppliers on climate change

Inclusive purchases made via STPA comprising sheltered workshops and other organisations that specifically

employ people with disabilities in France

Streamlined access provided to suppliers applying diversity and equal opportunitycriteria

Science Based Targets initiative (SBTi) targetincorporating suppliers’ environmental commitments

Inclusion in the "net zero" emissionsprogramme of our purchases of goods and services that are part of

supply chain

More than 160 projects supporting local communities and regions

Over 1,100volunteers on community outreach programmes

More than 540,000participants in Make.org’s Grande Cause Environnementinitiative, of which

Sopra Steria is a founding partner

Three of the winning projects from the 2020 Sopra Steria Group Innovation Awardsreceived support

from Mission Handicap

Two projects offering digital solutions to environmental issues won the Entreprendre pour

Demain Grand Prixawarded by the Sopra Steria-Institut de France Foundation

Direct and indirect contribution to the United Nations’ 17 Sustainable Development Goals (SDGs)

Chair of Global Compact France’s GC Advanced Club and of Global Compact Norway’s Advisory

Board

Member of the working group organized by the Institute of Environmental Management and

Assessment (IEMA)on disruptive technologies and the digital economy

Following lockdowns resulting from the Covid-19 crisis, the Group

helped its clients quickly adapt their working arrangements. The

3.1.2. ADVISORY BOARD

The CR Advisory Board consists of external figures with no financial

or business interests in the Group. Through their experience and

expertise in key areas falling within the Group’s corporate

responsibility, these advisors provide independent and relevant

insights challenging and driving improvement in the Group’s

approach. The relevant information is set out in Section 1.1.2, “A

corporate responsibility governance structure supporting

the Group’s priorities”, of this chapter (pages 102 to 104).

agility of and speed of intervention by Sopra Steria staff,as well as

the quality of services provided, harnessing the full potential of

digital technology, enabled clients to maintain good levels of

activity. The Group’s responses in a wide range of contexts were

very warmly welcomed by clients, thus strengthening local

relationships of trust.

3.2. Innovation and strategic

partnerships

We are a trusted partner to our clients, bringing them the best

technology to develop innovative solutions. Thanks to a network of

leading experts, startups and major technology partners, we work

with our clients to build solutions that meet their requirements for

sustainable performance.

3.1.3. CLIENT SATISFACTION

The primacy of customer service is one of Sopra Steria’s core values

and delivering customer satisfaction is a key priority. Combining

added value with innovative high-performance services, the Group

excels in guiding its clients through their transformation projects to

help them make the most of digital technology.

To supplement arrangements already in place to regularly interact

with clients, at the end of 2019 and beginning of 2020 the Group

launched a new “Customer Voice” survey in key countries asking

clients to rate the quality of their relationship with the Group. Over

200 clients gave their opinions through more than 480 interviews.

The qualities highlighted mainly revolved around expertise, listening,

proactivity, partnership, engagement and professionalism. This

survey will be rerun across the entire Group in early 2021.

3.2.1. CO-DESIGN TO MOBILISE COLLECTIVE

INTELLIGENCE

Developing a collaborative approach fosters creativity in the design

of services, uses, processes, organisational structures and shared

strategies. By involving business experts, end users and technical

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experts, this approach shortens the design phase, optimises

processes and helps maximise access to digital technology.

Sopra Steria staff have a high level of expertise in market-leading

solutions and technologies. This enables us to offer our clients

optimal efficiency in project implementation through an approach

built on co-innovation, industrialisation and RD.

3.2.2. DIGILABS: DEVELOPINGꢁDIGITAL

CO-INNOVATION

These alliances enable us to take advantage of partner expertise and

solutions in the area of sustainable IT such as environmental

footprint calculators and eco-design tools, and to take part in the

development of environmentally friendly artificial intelligence

solutions.

Digital co-innovation – a driver of value creation in the digital

revolution – brings together Sopra Steria staff and clients to work

on technologies like virtual reality, augmented reality, the Internet of

Things, artificial intelligence, data science, blockchain, robotics,

mobility and cybersecurity. This approach is supported by the

Group’s DigiLabs – spaces dedicated to innovation – as well as by

centres of excellence, to foster the emergence of innovative

solutions. In 2020, Sopra Steria had 22 DigiLabs spread across the

key geographical regions in which the Group operates.

The Group’s strategic partners include Axway, AWS, Dassault

Systèmes, Google, IBM, Microsoft, Orange, Oracle, OVH, PEGA, SAP

and Salesforce.

As an example, during the health crisis, teams worked with

Salesforce to develop an innovative solution named Q@Home that

allows users to go online and pre-book time slots to enable them to

safely visit stores, restaurants, post offices and pharmacies while

observing social distancing requirements.

3.2.3. NEXT: A SPACE DEDICATED TO A NEW CLIENT

EXPERIENCE

NEXT, opened in May 2019, is a leading space dedicated to

dialogue and joint development. We help our major clients untangle

a situation, explore new ideas and come up with responses that

meet their expectations.

3.2.5. SOPRA STERIA VENTURES: BUILDING AN

INNOVATIVE EUROPEAN DIGITAL ECOSYSTEM

Sopra Steria is working to address the strategic challenges faced by

each of the major industry sectors in which it operates, positioning

itself as an architect and integrator of innovative solutions.

Located in premises in the heart of Paris measuring almost

1,000 square metres, the NEXT team helps organise high-impact

client events designed to engage sustainable transformation. This

encompasses feasibility studies, programme scoping, business

model definition and new product and service design.

Sopra Steria Ventures is working with over 50 start-ups, involving

them in projects, investing in their equity, either directly or through

investment funds in targeted areas, or setting up joint ventures.

These partnerships support solutions produced by the Group’s

specialised software vendors: Sopra Banking Software, Sopra HR

Software and Sopra Real Estate Software. They also help address

business challenges facing the Group’s key industry sectors, in

specific areas of expertise or emerging technologies.

3.2.4. A STRATEGY OF PARTNERING WITH LEADING

MARKET VENDORS

To help it respond to client needs, particularly in relation to digital

transformation, Sopra Steria partners with some of the largest

software vendors and technology players in the market.

Lastly, through Sopra Steria Ventures, the Group is affirming its

stance on digital sovereignty in France and Europe by supporting

only European start-ups.

Based on close day-to-day relationships and a governance structure

with its own dedicated management, coordinated at Group level by

a Corporate Alliance Officer, these partnerships ensure that

❙

MOBILISING CIVIL SOCIETY WITH MAKE.ORG:

At the end of 2019, Sopra Steria became a founding partner of

the Grande Cause Environnement initiative “How can we

immediately work together for the environment?” launched by

Make.org. This cause aims to mobilise civil society and citizens to

combat climate change and work to protect the environment.

Make.org is an independent, citizen-based platform that promotes

mass engagement and cooperation in civil society. Its aim is to

have a direct, systemic and decisive impact by bringing together a

coalition of stakeholders: businesses, foundations, non-profit

organisations, media, schools and universities, and citizens. The

Grande Cause Environnement initiative involves Sopra Steria and

its employees working together to move from ideas to action in

the space of three years. Over half a million citizens took part in

the consultation, including nearly 3,000 Sopra Steria employees,

with 2.3 million votes cast for 13,600 proposals put forward. A

strong consensus emerged around civil society expectations in

seven key areas: waste, energy and resources, nature and

biodiversity, food and agriculture, transport, education and fiscal

policy. Sopra Steria made an organisational consultant with

expertise in the energy and environment sectors available to the

Make.org Foundation for seven months to manage the

transformation phase. The work done during this phase helped

identify, coordinate and manage the shared development of

around ten tangible, sustainable projects with other partners of

the Grande Cause Environnementinitiative. Ten or so Sopra Steria

employees also took part in transformation workshops aimed at

drawing the action plan.

The action plan is scheduled to be publicly announced in May

2021. During this final phase, the selected projects will be

launched. Projects will be managed, implemented and measured

in conjunction with partners, with the aim of making a genuine

impact on French society. The Group will also encourage its

employees to take part in implementing these projects through a

skills sponsorship programme.

Through being fully involved in Make.org’s Grande Cause

Environnement initiative, Sopra Steria wishes to strengthen its

commitment to the responsible use of digital technology to

address both social and environmental issues.

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For example, back in 2019, the Group agreed to be the main

3.2.6. SUPPORT FOR RESEARCH AND ACADEMIC

INSTITUTIONS

sponsor of the “Digital, governance and sovereignty” academic

chair at Sciences Po. Through this commitment, we encourage the

chair’s research and teaching work to redefine the concept of

sovereignty, address shifts in sovereignty and identify new use cases

amid a context of digital transformation. Work published by the

chair to date includes thoughts on changes in sovereignty, studies

of the impact of the coronavirus crisis on digital sector players and

regulation, analysis of taxation in the digital sector, blockchain, and

the digital divide. The chair has also organised lecture series on

blockchain and cryptocurrency as well as two annual conferences.

Artificial intelligence

Following the Villani report, the French Government launched an

artificial intelligence (AI) plan. This plan encompasses a number of

initiatives including the establishment of four Interdisciplinary

Artificial Intelligence Institutions and a Grand Défi(Key Challenge) in

relation to Trustworthy AI. Sopra Steria is participating in both these

initiatives. The Group is thus partnering with the Toulouse

Interdisciplinary Artificial Intelligence Institution, which aims to

facilitate the use of AI for human-critical applications. Research

topics cover the acceptability of AI (including its social acceptability),

vehicle certification and human-robot collaboration for use in

Industry 4.0.

Sopra Steria also sponsors the IHEDN’s “Cybersecurity and digital

sovereignty” academic chair, whose work covers issues relating to

data management and mapping the datasphere as well as legal

issues.

Sopra Steria is also a founding member of Campus Cyber and an

active member of the non-profit Pôle d’Excellence Cyber (Cyber

Centre of Excellence).

The Trustworthy AI Key Challenge aims to build a platform that will

produce standardised components to ensure that AI can be trusted

in use. It will draw, in particular, on the findings of ANITI (Artificial

and Natural Intelligence of Toulouse Institute), one of the

Interdisciplinary Artificial Intelligence Institutions to which the

Group is contributing. This platform will be delivered by Sopra Steria

as part of a consortium of ten industrial and technological partners.

Through its involvement in these organisations, the Group is helping

build a cybersecurity ecosystem in France and Europe.

3.3. Responsible digital technology

The results will be applicable to all of the Group’s sectors and

verticals.

3.3.1. THE EXPLORATOIRE: THE DO TANK FOR

RESPONSIBLE DIGITAL TECHNOLOGY

Other international initiatives

Created by Sopra Steria Next in 2020, the Exploratoireis a do tank

dedicated to addressing issues raised by the changes businesses are

experiencing in relation to ethics, trust and corporate responsibility.

It explores possible futures while resisting the temptation to

prophesy what the world of tomorrow will look like.

Group entities in Belgium, France, Germany, Norway, Spain and the

United Kingdom regularly work together on innovation projects

with research institutes and universities. In particular, they

contribute to work in education and research, involve researchersin

their projects and develop innovative solutions.

Its mission is to tease out, share and disseminate best practice

drawing on stakeholders’ ecosystems: business networks, schools,

the Group’s clients, institutions, foundations, and so on. It works

with these stakeholders to map out approaches and methods for

putting ethical questions at the heart of decisions and actions.

In Norway, Sopra Steria is working with Oslo University Hospital on

the HoloCare solution. This work involves research and development

into a new holographic imaging solution that will be used by

medical staff during surgery. In Germany, employee volunteershave

worked with the University of Dortmund to develop a connected

drill to showcase the benefits offered by the Internet of Things. In

the United Kingdom, Sopra Steria is involved in work on carbon

pricing and in working groups looking at disruptive technologies

and the digital economy. In Benelux, Sopra Steria is involved in

working groups looking at AI and ethics, AI and healthand AI and

public services. In Spain, Sopra Steria has run fundraising campaigns

to finance research into Covid-19 by the IGTP Institute. In France,

the Group is working with Université de Technologie de Compiègne

on a thesis titled “Putting data science to work for buildings and

their occupants”.

To help it develop tangible solutions, the Exploratoire has set itself

three goals:

To think globally about various issues connected with ethics, trust

and corporate responsibility so as to develop a better, more

holistic understanding of the complexity of changes that need to

be made;

To create a unique space where thinking on these issues can be

developed and sharpened through an approach based on open

dialogue and cooperation;

To promote the sharing of experience and experimentation so as

to incentivise implementation of solutions brought to light by the

Exploratoire.

3.2.7. COMMITMENTS IN SUPPORT OF DIGITAL

SOVEREIGNTY

The Exploratoire’s work is structured around five areas of focus:

trust, ethics, sovereignty, agility and the “platform company”

approach.

Digital sovereignty encompasses a range of complex issues such as

the threat posed to our data by the extraterritoriality of US law, the

manipulation of opinion by fake news and the use of personal data

for business purposes. All these issues represent violations of French

and European values. Various major countries, including France, are

keen to assert their digital sovereignty, which is coming increasingly

under threat. Action is being taken to defend and strengthen it

both domestically and at the European level.

It tackles concrete issues that are of genuine concern to society and

the business world. Its work takes a variety of forms – briefing

notes, opinion surveys, decision-maker surveys, face-to-face and

digital events, and experimental projects – always with the aim of

working with an open ecosystem to explore operational solutions

that benefit organisations.

Sopra Steria has opted to align itself with these initiatives alongside

state actors and institutional bodies, to share these challenges and

to help build and defend digital sovereignty.

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asked to refer to the areas for improvement identified in the course

of its assessment to put in place a corrective action plan, which will

be reassessed during the ensuing campaign.

3.3.2. SUPPORT FOR THE DIGITAL HUMANISM

DEPARTMENT AT THE COLLÈGE

DES BERNARDINS

The Group has for the past five years been working with Collège des

Bernardins, a key centre for gatherings and discussion, as part of its

Digital Humanism department, dedicated to the societal aspects of

digital technology. Thanks to its experience as a key economic player

in the digital sector, the Group is able to enrich thinking and work

with researchers, scientists, experts, anthropologists and major

companies to share a fresh perspective on this crucial issue for the

future of humankind.

3.4.2. 2020 KEY ACHIEVEMENTS AND RESULTS

Signature of the suppliers’ charter

In France, the system for signing suppliers up to the Groupe

suppliers' charter was expanded. The charter has been signed by

1,308 suppliers, accounting for 35.5% of all suppliers in France

registered with the platform at 31 December 2020.

In the United Kingdom, efforts to sign suppliers up to the charter

continued, with 539 target suppliers signed up, accounting for

46% of total purchases.

3.4. Responsible purchasing

Aligning the supply chain with corporate responsibility priorities

EcoVadis assessment

Since 2015, the Group has been committed to evaluating its

suppliers and assessing its target suppliers representing annual

expenditure of over 150K. In 2020, new assessment campaigns

run by EcoVadis were extended, with the number of suppliersasked

to take the assessment reaching 540, 145 of them outside France

(United Kingdom, Belgium, Germany, Spain and India). These 540

suppliers accounted for more than 72% of the Group’s total

expenditure in 2020 and suppliers actually evaluated already

account for 43% of the Group’s expenditure. 327 suppliers

underwent assessment by EcoVadis and 124 are in the process of

being assessed. The assessment response rate is 83% (including

suppliers in the process of being assessed).

3.4.1. RESPONSIBLE PURCHASING POLICY

According to the Group’s risk mapping exercise and the duty of

vigilance, risks associated with the supply chain do not constitute a

main risk factor for Sopra Steria. The relevant information is set out

in Section 5.6 "Duty of vigilance and vigilance plan" of this chapter

(pages 134 to 136).

The responsible purchasing programme is aimed at aligning the

supply chain with the Group’s priorities. The programme also seeks

to manage associated risks while taking into account very strict

labour-related, environmental and ethical requirements.

The Group is working to gradually reduce carbon emissions from its

supply chain under its target of achieving "net zero" emissions by

2028. It aims to do this by increasing the proportion of suppliers

pursuing a low-carbon strategy so as to reduce the carbon footprint

of the Group’s indirect activities.

The average score for Sopra Steria suppliers having completed

the assessment was 56.5/100, compared with an average of

42.9/100 for all suppliers of EcoVadis clients.

67% of suppliers reassessed in 2020 showed an improvement,

gaining an average of 3 percentage points.

With effect from 2019, all Group entities now follow a responsible

purchasing approach and are subject to Group purchasing

procedures. Corporate responsibility criteria must be applied to all

purchases; this approach has been strengthened through the

introduction of Group oversight in 2020.

The average score of suppliers not in line with Sopra Steria’s

expectations, assessed in 2019 via EcoVadis, showed

improvement in 2020.

No suppliers assessed or reassessed in 2020 scored lessthan the

alert threshold of 24/100.

Sopra Steria earned a score of A in CDP’s 2020 Supplier

Engagement Leader rating for its leadership and performance in

engaging its suppliers on climate change.

An awareness and training campaign covering the assessment

method used by the EcoVadis platform was delivered to all buyers

and other key stakeholders in the supply chain in 2020.

Suppliers’ charter

All suppliers must sign the Group suppliers’ charter to confirm that

they agree to the principles set out in it. The charter includes

requirements relating to business ethics, fundamental human and

environmental rights, and compliance with regulations in force.

Ethical and inclusive purchasing

In France, the Group uses services provided by sheltered

workshops and other organisations that specifically employ

people with disabilities. The relevant information is set out in

Section 2.2.3, “Diversity and equal opportunity”, of this chapter

(pages 109 to 111).

Assessment mechanism

Suppliers are assessed via the EcoVadis platform. The assessment

takes into account a range of issues: social issues and human rights,

business ethics, the environment and the supply chain. For suppliers

with a score of 24/100 or less (overall and/or on the “Business

ethics” module), an alert is triggered by EcoVadis. The supplier is

then contacted by Sopra Steria’s Purchasing Department to put in

place the necessary corrective actions and undergo a new EcoVadis

assessment within a period of three months.

In the United Kingdom, initiatives are in place to open up access

to the Group’s supply chain for SMEs as well as women- and

diverse-owned businesses.

Reducing the environmental impact of the supply chain

The Group’s commitments, approved by the Science Based

Targets initiative (SBTi), are aligned with the target of limiting the

rise in average global temperatures to a maximum of 1.5°C. This

commitment includes reducing greenhouse gas emissions from

the supply chain. Sopra Steria also committed in 2020 to

achieving "net zero" emissions by 2028. The relevant information

is set out in Section 4.1.2, “Environmental targets”, of this

chapter (page 122).

Sopra Steria’s expectations for suppliers, as outlined in its

responsible purchasing policy, call for an overall EcoVadis score

greater than or equal to 45/100. If the overall score and/or the score

on any one of the four modules (social issues and human rights,

business ethics, environment, and supply chain) is less than 40/100,

the supplier is considered non-compliant. In this case, the supplier is

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Societal responsibility: Engaging all our stakeholders to build a positive future for all

Proportion of suppliers with greenhouse gas emissions reduction

3.5.1. KEY EVENTS

targets: the relevant information is set out in Section 4.3.4,

“Reducing GHG emissions resulting from our operations” of this

chapter (pages 126 to 128).

Collective engagement and actions to achieve a lasting impact:

162 projects supported;

Over 1,100 volunteers;

Purchases of renewable electricity directly from suppliers,

purchases of International Renewable Energy Certificates (I-RECs)

and Guarantees of Origin (GOs). In 2020, these certificates and

direct purchases meant 95% of electricity consumption at the

Group’s offices and on-site data centres was met from renewable

sources. The relevant information is set out in Section 4.3.3

“Increasing our share of renewable energy”, of this chapter

(pageꢁ125).

9 participating clients/partners;

347 non-profits and schools supported;

Over 54,000 children assisted in 49 schools in India;

755 students in India awarded higher education scholarships

through the Sopra Steria Scholarships Programme.

3.5.2. A PROACTIVE POLICY INVOLVING THE ENTIRE

ORGANISATION, EMPLOYEES AND CIVIL

SOCIETY

Purchases of certified paper from sustainable sources. The

relevant information is set out in Section 7.2, “Summary of

environmental indicators”, of this chapter (page 148).

To implement this policy, which involves the participation of more

than 1,100 employees in all countries, Sopra Steria is supported

by:

3.4.3. MAIN OBJECTIVES FOR 2021

Via EcoVadis, reassess target suppliers accounting for 50% of

total expenditure.

A network of 23 country representatives, led and coordinated at

Group level, who implement the actions decided;

Mobilise responsible purchasing stakeholders to interact with

suppliers and achieve an EcoVadis response rate of at least 80%.

Two foundations in France and India, the latter coordinating a

large educational programme along with a range of other

community actions;

Mobilising suppliers to help them improve their ratings in

EcoVadis' 2021 assessment, particularly those that did not meet

Sopra Steria’s standards in the 2020 assessment.

Sponsorships and partnerships developed with public interest

organisations;

Continuing efforts to roll out at scale the Group supplier’s charter

signed by suppliers.

Community initiatives and fundraising events in several countries

in which employees proactively take part, thus complementing

the initiatives put in place under the Group’s policy;

3.5. Community and patronage

Community Day, a solidarity campaign run by the Group each

year, with the aim of making employees aware of the various

actions carried out to support communities while encouraging

volunteering. In 2020, the Group’s many volunteers and heads of

country entities went the extra mile to promote access to digital

technology and education for those hit hardest by the crisis.

A longstanding commitment to an ethical and inclusive

digital society

For many years, Sopra Steria has pursued an extensive community

programme in aid of disadvantaged populations to give them

access to education, employment and the benefits of digital

technologies, as well as safe drinking water and improved sanitation

facilities.

3.5.3. A FRAMEWORK FOR GROUP ACTION TO

PROMOTE INITIATIVES WITH A STRONG,

LASTING IMPACT

The unprecedented situation resulting from the coronavirus crisis in

2020 meant an increasing number of activities and procedures went

digital, highlighting the dominant role played by digital technology

in forming connections. However, it also exacerbated inequalities

affecting those least able to access digital technology. The Group’s

longstanding commitment to an ethical and inclusive digital society

is more relevant today than ever before. The crisis has given rise to

an amazing demonstration of solidarity across all countries. Many

employees have, with the Group’s support, got involved in a variety

of initiatives: raising funds for hospitals, supporting non-profit

organisations through volunteering or skills sponsorship, taking part

in coronavirus research hackathons, and many more besides.

Providing access to quality education and improving

employability

In India, the education programme,which has been running for

a number of years, aims to combat poverty in a country with high

levels of inequality. This programme is primarily aimed at children

from poor rural areas, in particular girls, who can benefit from

schools located close to the company’s sites.

Over 54,000 children and young people at 49 primary and

secondary schools benefit from this comprehensive educational

programme and are supported in their schooling by hundreds of

Sopra Steria volunteers.

As a leading digital player with operations in many countries,

Sopra Steria implements community actions having a positive and

lasting impact on society, with an emphasis on digital inclusion.

These actions aim to promote social and professional integration for

the most vulnerable and to protect the environment. Playing a key

role in the Group’s programme of actions, the Sopra Steria-Institut

de France Foundation and all Group entities give shape to these

commitments through projects bringing together the Group’s

employees and civil society stakeholders. The Foundation, which

celebrates its 20th birthday in 2021, constitutes a remarkable

collective adventure shared by the staff and employee volunteers

who demonstrate their commitment on a day-to-day basis.

To further improve access to education for these young people,

Sopra Steria has developed the Sopra Steria Scholarships

Programme in India to fund higher education for students from

schools supported by the Group. The programme is funded by

most Group countries. Since 2006, 755 students have received

assistance from the Sopra Steria Scholarships Programme, with

another 106 students added to the programme in 2020.

In other countries where the Group operates, various projects

continued to run despite the crisis:

Initiatives to raise awareness among young people of the risks

associated with internet use, including the Are You Sure

programme in Norway and Child Focus in Belgium, with

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Societal responsibility: Engaging all our stakeholders to build a positive future for all

employee volunteers working either in schools or remotely

through videos;

marginalised or disadvantaged people and their social workers at

more than 76 social welfare organisations, with the help of ten

volunteers. In 2020, the Foundation rewarded the winners of the

Prix Entreprendre pour Demain, which recognises talented students

and young entrepreneurs, taking as its theme “Responsible digital

transformation for the good of the planet” (see insert). During the

crisis, the Foundation made large donations to four public interest

organisations that launched initiatives aimed at those hit hardest:

the Make.org Foundation, Fondation Simplon, non-profit Vendredi

and Maisons d’Enfants de la Côte d’Opale.

A partnership with the Balia Foundation in Spain promoting

employability for women at risk of exclusion;

Many other local initiatives supported by employee volunteers

supplementing these educational initiatives.

Developing access to digital technology for all

To make digital technology accessible to all, local initiatives involving

clients, partners and employees were able to continue either before

or during the crisis.

In Norway, Sopra Steria continues its support for social

entrepreneurship, with employees engaging in pro-bono missions

and volunteering to provide computing classes for female

immigrants. Coding lessons for hospitalised children were able to

continue remotely with the help of volunteers.

In 2020 in France, the Sopra Steria-Institut de France Foundation

supported 17 digital community projects with a social or

environmental dimension sponsored by employees. For example,

non-profit organisation Adiléos runs a digital services portal for

Employee engagement platforms

Throughout the Covid-19 crisis, many employees have expressed an interest in taking part in public interest initiatives. The Group has set

up digital platforms to support and manage employee engagement in this area in France and the United Kingdom. In France,

20,000 employees can now use the Vendredi platform to offer volunteering or skills sponsorship to more than 500 non-profit

organisations. Meanwhile, in the United Kingdom, the Tech for Good Hub was rolled out in the second half of 2020. This platform

facilitates fundraising and employee volunteering in support of hundreds of non-profits.

Prix Entreprendre pour Demain

The Prix Entreprendre pour Demain (Entrepreneurship for tomorrow) awards of the Sopra Steria-Institut de France Foundation, aim to

support community engagement among the younger generation. The awards recognise digital solutions to societal issues. The students

and young entrepreneurs who win this prize receive financial sponsorship and operational guidance in successfully completing their

projects, provided by mentors from the Group. In 2020, the “Responsible digital technology for the good of the planet” award was

sponsored by Luc Hardy, an explorer and tech investor committed to protecting the environment. The student award went tothe FarmIA

team from Télécom SudParis for an agriculture project incorporating artificial intelligence. Meanwhile, the young entrepreneurs award

went to the Opopop team for its project to reduce the amount of packaging used in e-commerce. In 2021, the Prix Entreprendre pour

Demainwill be dedicated to digital technology and human fragility.

Tech for Good partnerships

The Tech for Good programme, launched in 2019 in the United Kingdom, continued to support public interest initiatives in the areas of

entrepreneurship and innovation. At the beginning of 2020, a thousand children at 15 schools were invited to take part in a major

competition to develop their skills in these areas, in partnership with WildHearts Micro-Tyco. After being interrupted during the

coronavirus crisis, the programme resumed in October in a virtual environment. Students were asked to propose a product or solution

responding to one of the UN’s Sustainable Development Goals, with the help of around 30 Sopra Steria volunteers.

Water rights

3.6. Regional impact

Reinforcing the Group’s positive regional impact

Sopra Steria has for several years been supporting international

organisations working to protect the oceans through financial

sponsorship and skills. The main organisations supported are:

Sopra Steria has a significant impact on regions and communities,

given its size, its local roots and the number of new staffjoining the

Group each year. It is a leading employer, with 45,960 employees

across 25 countries, particularly in Europe. It is also a major

recruiter in regions where the Group operates. Despite the scale of

the health crisis that crippled the economy, the Group took on

6,133 new hires in 2020. The relevant information is set out in

Section 2.2.1, “Attracting and retaining more talent”, of this

chapter (pages 107 to 108).

Fondation de la Mer: this new partnership was kicked off in 2020

to support educational initiatives aimed at young people and

motivate them to protect the ocean;

Join for Water: this project, launched in Belgium in 2019, aimsto

develop access to safe drinking water and improve sanitation

facilities for deprived people in the Mpanga catchment in

Uganda;

Following the drinking water towers that were set up at several

As a committed corporate citizen involving its entire ecosystem,

Sopra Steria ensures that, in developing its business, it takes into

account economic, workforce-related, environmental and social

challenges facing regions in which the Group operates, in particular

among struggling or highly vulnerable populations.

schools in India with the support of Planet Water Foundation,

studies are being undertaken to provide new drinking water

access solutions to supplement these measures.

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Environmental responsibility: Innovating all along our value chain

Environmental responsibility: Innovating

all along our value chain

"Net zero" emissions(1)by 2028, a bold ambition served by an

innovative Group policy

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.

Climate change is the single biggest challenge facing humanity.

Governments, businesses and civil society have a responsibility to act

now.

Sopra Steria supports United Nations Sustainable Development

Goals 6, 7, 8, 9, 11, 12, 13, 14, 15 and 17 related to the

environment.

Sopra Steria is a key player in the fight against climate change,

recognised as one of the leading businesses in this area. In

managing its operations, the Group has for many years pursued a

proactive strategy of supporting the environment. It is an active

contributor to international initiatives aimed at mitigating climate

risks and supports the transition to a low-carbon economy.

4.1.2. ENVIRONMENTAL TARGETS

In 2019, Sopra Steria set itself targets aligned with the goal of

limiting global warming to a maximum of 1.5°C (previously 2°C in

2017). The following Group targets were approved by the Science

Based Targets initiative (SBTi):

In 2020, the Group received one of the highest accolades in relation

to efforts to combat climate change: it was included on the CDP’s

climate change A List for the fourth year running.

SBTi Target I: Reduce absolute greenhouse gas (GHG) emissions

from Scopes 1 2 (offices and on-site data centres) by 42% by

2025 (baseline: 2015);

Governance of environmental responsibility (CDSB REQ-01/TCFD)(2)is

described in Section 1.1.2, “A corporate responsibility governance

structure supporting the Group’s priorities”, of this chapter

(pages 102 to 104).

SBTi Target II: Reduce absolute GHG emissions from Scope 3

(business travel and off-site data centres) by 21% by 2025

(baseline: 2015);

SBTi Target III: Reduce GHG emissions per employee from

Scopes 1, 2 3 by 85% by 2040 (baseline: 2015);

4.1. Environmental policy, strategy

and targets

SBTi Target IV: Ensure that the Group’s suppliers, accounting for

at least 70% of supply chain emissions, control their GHG

emissions by 2025;

This section applies the recommendations of CDSB REQ-02/TCFD(2)

4.1.1. ENVIRONMENTAL POLICY AND STRATEGY

SBTi Target V: Ensure that 90% out of these Group’s suppliers,

accounting for at least 70% of supply chain emissions, have set

GHG emissions reduction targets by 2025.

The Group’s environmental strategy is supported by a policy broken

down into seven priority actions:

1. Strengthening the Environmental Management System (EMS)

that provides a framework for the Group’s policy;

"Net zero" emissions in 2028

2. Optimising the use of resources in its operations;

In 2020, Sopra Steria committed to achieve "net zero" emissions

by 2028, 22 years earlier than the target set out in UN and EU

recommendations. The Group made this commitmenton the

basis of the tangible results of the carbon reduction programme

that it kicked off nearly ten years ago.

3. Increasing the proportion of renewable energies covering its

electricity consumption;

4. Reducing direct greenhouse gas emissions from offices, data

centres and business travel, as well as indirect emissions;

Sopra Steria has opted to structure its environmental reporting

to meet the recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD) by using the

framework of the Climate Disclosure Standards Board (CDSB),

since it believes that this approach provides all stakeholders with

greater transparency and clarity. The reference framework

proposed by the CDSB and the TCFD is signposted throughout

this chapter via references of the type “CSDB REQ-01 to

REQ-12/TCFD(2)”.

5. Contributing to the circular economy by optimising equipment

lifespan and waste management, notably for waste electrical

and electronic equipment (WEEE);

6. Ensuring the involvement and contribution of the entire value

chain (employees, clients, suppliers, partners, etc.) in the

continuous improvement process;

7. Embedding sustainability into the value proposition (digital

sustainability, sustainable IT, impact of solutions and services on

the environment).

(1) "net zero" emissions: reducing greenhouse gas emissions generated all along an organisation’s value chain and offsetting residual emissions by investing in carbon capture

programmes.

(2) CDSB REQ: For more information, see the Glossary on page 308.

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a. Physical risks

4.2. Environmental challenges:

opportunities for the Group

Sopra Steria’s main physical risk relates to disruption resulting

from severe flooding, which could restrict access to the Group’s

facilities. Climate events could damage electrical and

telecommunications infrastructure, thus affecting Sopra Steria’s

data centres. These risks are taken into account when choosing

production sites and infrastructures. Sopra Steria has also set up

continuity plans at various levels of its activities and a robust system

for remote working to deal with these risks. These plans and

arrangements have proved their effectiveness during the Covid-19

crisis, enabling all the Group’s operations to continue and allowing

the Group to act with agility to maintain high levels of customer

service.

This section applies the recommendations of CDSB REQ-03/TCFD(1)

Issues relating to the environment and the fight against climate

change have been analysed for Sopra Steria. No key environmental

risks were identified by the Group risk mapping exercise.

Sopra Steria reaffirms that climate action must be incorporated into

the actions of all organisations. In seeking to develop solutions that

benefit the environment and the climate, digital technology is a key

priority for limiting risks and expanding opportunities.

The Group’s material environmental risks and opportunities are

published annually in Sopra Steria’s responses to the CDP Climate

Change questionnaire(2). All Group risks are set out in Section 1,

“Risk factors”, of the chapter 2 of this Universal Registration

Document (pages 36 to 42).

b. Transition risk

Sopra Steria’s main transition risks relate to regulatory change

and reputational risk.

Uncertainty as to changes in European regulations on greenhouse

gas emissions reduction targets could affect the cost or availability

of offsetting projects and force businesses to comply with stricter

classification requirements. The impact of regulatory change is thus

built into Sopra Steria’s "net zero" emissions programme, whether in

relation to purchasing renewable energy, choosing environmentally

efficient buildings, developing greener travel options or investing in

carbon capture projects. Sopra Steria is involved in various French

working groups looking at the effects of regulatory change,

particularly in relation to digital sustainability.

4.2.1. PROCESS FOR IDENTIFYING ENVIRONMENTAL

ISSUES

Risks and opportunities identified at the local or national level are

flagged up by correspondents to the Group Environmental

Sustainability Committee (GESC), which undertakes more in-depth

analysis. The findings of this analysis are presented to the relevant

business unit heads at meetings of the Corporate Responsibility and

Sustainable Development Committee for inclusion in action plans.

Major risks are discussed at meetings of the Group Executive

Committee and presented to the Audit Committee and the

Nomination, Governance, Ethics and Corporate Responsibility

Committee, which submit their conclusions to the Board of

Directors.

Reputational risk is fully integrated into the Group’s

environmental programmes, which are now recognised as the most

effective and transparent in the sector. This is key priority for the

Group’s development in terms of its ability to attract and retain the

best talent and serve as a benchmark partner for major

organisations. For example, at the international level, the Group is

working with a wide range of partners in the carbon offsetmarket

to identify the most environmentally and socially responsible and

ethical projects. Sopra Steria interacts with the United Nations in the

context of its "Climate Neutral Now" programme to verify its selected

carbon capture projects.

The CRSD Director is a member of the Group Executive Committee

and informs the latter directly of any environmental or

climate-related issues requiring particular attention and any

decisions that need to be made.

4.2.2. CLIMATE RISKS OPPORTUNITIES

In accordance with the recommendations of the TCFD, Sopra Steria

has analysed two climate scenarios, in both qualitative and

quantitative terms: the Sustainable Development Scenario (SDS)

developed by the International Energy Agency (IEA), which is

aligned with the Paris Agreement; and the RCP 8.5 “business as

usual” scenario developed by the Intergovernmental Panel on

Climate Change (IPCC). This analysis allowed for the identification of

risks and opportunities for the Group’s activities, over a period of

25 years beginning in 2015. Detailed information on the analysis is

included in Sopra Steria’s responses to the 2020 CDP Climate

Change questionnaire.

c. Opportunities for the Group

Sopra Steria is addressing business opportunities linked to efforts to

limit climate change and protect natural resources by offering

innovative solutions such as the following:

Sustainable IT: stepping up the digital sobriety approach;

IT for Sustainability: leveraging the potential offered by new

technologies to develop innovative solutions in support of the

environment and the climate.

These opportunities are set out in Section 4.3.7, “Including digital

sustainability in our value proposition”, of this chapter (pages 129

to 130). Sopra Steria publishes all its risks and opportunities

annually in its disclosure to the CDP, in accordance with TCFD

guidelines. No material risks related to the climate or sustainable

development were identified within the Group in 2020.

As regards climate-related opportunities and risks, Sopra Steria

complies with TCFD guidelines and assesses both physical and

transition risks.

(1) CDSB REQ: For more information, see the Glossary on page 308.

(2) Sopra Steria’s responses to the CDP Climate Change questionnaire are available from the CDP’s website at

https://www.cdp.net/fr/responses?utf8=%E2%9C%93queries%5Bname%5D=Sopra+Steria.

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4.3. Environmental impact and performance

This section applies the recommendations of (CDSB REQ-04 REQ-05/TCFD)(1)

The environmental policy, presented in the introduction to this section and further developed in the table below, is designed to enable the

Group to respond to the risks and develop the opportunities referred to in Section 4.2, “Environmental challenges: opportunities for the

Group”, of this chapter (page 123).

The scope of performance indicators is set out in Section 1.3, “Overview of reporting scope”, of this chapter (pages 104 to 105).

For reference, definitions of Scopes 1, 2 3 are given in the diagram below and relate to the Group’s direct activities under its control.

SCOPE 1: DIRECT GREENHOUSE GAS EMISSIONS

Fossil fuel consumption at offices

Fugitive emissions from offices and on-site data centres

SCOPE 2: INDIRECT GREENHOUSE GAS EMISSIONS

Consumption of electricity, steam, heating and cooling services

at offices and on-site data centres

SCOPE 3: OTHER INDIRECT GREENHOUSE GAS EMISSIONS

Consumption of electricity, steam, heating and cooling services

at off-site data centres

Business travel

RESULTS: Energy consumption per employee was reduced by

28.5% between 2016 and 2020.

4.3.1. ROLLOUT OF THE ENVIRONMENTAL

MANAGEMENT SYSTEM (EMS)

Energy consumption per employee was reduced by 14.9% in 2020

relative to 2019, with a large portion of this reduction (estimated at

84%) due to the consequences of the Covid-19 crisis and the

remainder resulting from more environmentally responsible

TARGET: Roll out an Environmental Management System (EMS) in

key countries to support the Group’s environmental policy.

KEY ACHIEVEMENTS:

The Group has rolled out the EMS in its key geographies.

ISO 14001 certification: 2015 is active in Denmark, France,

Germany, India, Italy, Norway, Poland, Spain, Sweden and the

United Kingdom. Another Italian site was certified in 2020.

practices.

New working arrangements put in place during the health crisis in

2020 will no doubt continue, reducing long-term demand for office

space. At the same time, new commercial premises are ever more

energy efficient – a trend that is fully taken into account in the

Group’s location strategy.

4.3.2. CONTROLLING RESOURCE CONSUMPTION

ENERGY

Analysis: New sites meet the latest and strictest environmental

standards (BREEAM, HQE and LEED); new IT equipment is

TARGET: Reduce energy consumption per employee; in France,

reduce absolute energy consumption at commercial premises by

environmentally certified (Energy Star

7.0, EPEAT Gold);

collaborative IT tools are widely used to limit sending of large

e-mails and documents; data centres have efficient cooling systems

and low PUE (power usage effectiveness) ratings (e.g. Oslo Digiplex

40% by 2030 (in accordance with the ELAN law(2)

and Oslo Rata in Norway, rated 1.1 and 1.2 respectively) (REQ-05)(1)

Electricity consumption at offices and on- and off-site data centres

(REQ-04)(1)

2020

2019

2018

Absolute consumption (MWh)

Consumption per employee (MWh/employee)

85,279

1.9

98,809

2.2

97,262

2.3

(1) CDSB REQ: For more information, see the Glossary on page 308.

(2) ELAN: Decree 2019-771 of 23 July 2019 reforming housing, planning and digital technology.

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WATER

Water consumption per employee was reduced by 34.5% in 2020

relative to 2019, with a large portion of this reduction due to the

consequences of the Covid-19 crisis and the remainder resulting

from more environmentally responsible practices (systems to recover

rainwater and optimise consumption of sanitary water installed in

TARGET:Manage water consumption to minimise leaks and waste.

RESULTS:Water consumption per employee was reduced by 40.7%

between 2017 and 2020.

India) (REQ-05)(2)

Water consumption in offices (REQ-04)(1)

2020

2019

2018

Absolute consumption (cu. metres)

164,250

3.6

246,985

5.5

227,938

5.2

Consumption per employee (cu. metres/employee)

PAPER

88%) due to the consequences of the Covid-19 crisis and the

remainder resulting from more environmentally responsible

practices.

TARGET: Reduce paper consumption and increase use of certified

environmentally responsible paper.

The proportion of certified environmentally responsible paper

(FSC 100%, FSC Mixed and PEFC)(2)increased. In 2020, 70.6% of all

paper purchased was certified environmentally responsible

RESULTS:Paper consumption per employee was reduced by 70.8%

between 2017 and 2020.

Paper consumption per employee was reduced by 62.5% in 2020

relative to 2019, with a large portion of this reduction (estimated at

(REQ-05)(1)

Quantity of paper purchased (REQ-04)(1)

2020

2019

2018

Absolute quantity purchased (kg)

Quantity purchased per employee (kg/employee)

39,132

0.9

96,873

2.4

100,498

2.5

Buying Guarantees of Origin (and REGOs) to meet all electricity

consumption in Belgium, Bulgaria, Germany, Italy, Luxembourg,

the Netherlands, Norway, Poland, Spain and the United Kingdom

from renewable sources;

4.3.3. INCREASING THE PROPORTION OF RENEWABLE

ENERGY

TARGET: Increase the proportion of the Group’s electricity

consumption (at offices and on-site data centres) from renewable

sources to over 85%.

Buying Guarantees of Origin to cover 90% of electricity

consumption in France;

RESULTS: Target exceeded, with 95% of electricity consumption

Buying I-RECs to cover 100% of electricity consumption in Brazil,

Cameroon, China, Côte d’Ivoire, Gabon, India, Morocco, Senegal,

Singapore, Tunisia and the United States;

met from renewable sources (REQ-05)(1)

Analysis: Having already exceeded our target in 2019, we made

further progress in 2020 by:

Cogeneration at Meudon in France.

Buying green electricity direct from suppliers for sites and data

centres in Belgium, Denmark, Germany, Luxembourg, Norway,

Sweden, Switzerland and the United Kingdom;

Electricity consumption at offices and on-site data centres

(REQ-04)(1)

2020

2019

2018

2015

Proportion of renewables

95%

90%

78%

20.4%

(1) CDSB REQ: For more information, see the Glossary on page 308.

(2) FSC 100%: 100% recycled; FSC Mixed: 70% recycled; PEFC: sourced from sustainably managed forests.

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4.3.4. REDUCING GHG EMISSIONS RESULTING FROM OUR OPERATIONS

We are kicking off the first phase of our "net zero" emissions programme by reducing the impact of our direct activities (offices, on- and

off-site data centres and business travel), followed by our indirect activities (waste, commuting and supply chain).

DIRECT ACTIVITIES – TARGETS AND RESULTS IN TERMS OF GHG EMISSIONS

Our objectives have been defined with regard to SBTi and aligned on a 1.5°C trajectory. The 2020 results are broken down by typology.

SBTi TARGET I: Reduce absolute greenhouse gas (GHG) emissions from Scopes 1 2 (offices and on-site data centres) by 42% by

2025 (baseline: 2015)

•

RESULTS:Absolute GHG emissions reduced by 73% since 2015.

SBTi TARGET II:Reduce absolute GHG emissions from Scope 3 (business travel and off-site data centres) by 21% by 2025 (baseline:

2015).

•

RESULTS:Absolute GHG emissions reduced by 62% since 2015.

SBTi TARGET III:Reduce GHG emissions per employee from Scopes 1, 2 3 (business travel, offices and on- and off-site data centres)

by 85% by 2040 (baseline: 2015).

•

RESULTS:GHG missions per employee were reduced by 74% between 2015 and 2020. GHG emissions per employee were reduced

by 58.9% in 2020 relative to 2019, with a large portion of this reduction (estimated at 82%) due to the consequences of the

Covid-19 crisis and the remainder resulting from more environmentally responsible practices.

GHG emissions: Business travel, offices and on- and off-site data centres,

including fugitive emissions* (Scopes 1, 2 3) (REQ-04)(1)

2020

2019

2018

Absolute emissions (tCO

Reduction in emissions per employee relative to 2015 (tCO

17,533

-74%

41,996

-36.7%

45,219

-29.1%

2e/employee)

Fugitive emissions included in 2020, excluded in 2015.

TARGET:Introduce an internal shadow carbon price for business

travel in the Group’s key geographies by 2025.

•

RESULTS: In 2020, the Group calculated an internal shadow

carbon price for key geographies covering 95% of its

workforce. This internal carbon price helps encourage reduced

business travel by providing each country with a clearer picture

of the environmental footprint resulting from travel.

OFFICES AND ON-SITE AND OFF-SITE DATA CENTRES

TARGET: Incorporate the Group’s business travel, offices and

data centres and fugitive emissions into the "net zero" Emissions

programme.

These results contribute to the achievement of SBTi Targets I, II

and III.

RESULTS: GHG emissions per employee were reduced by 76%

between 2015 and 2020, and are carbon neutral through the

"Climate Neutral Now" programme.

•

RESULTS: Since 2015, emissions from offices, data centres

(fugitive emissions included) and business travel are carbon

neutral(2) and were transitioned into the United Nations

“Climate Neutral Now”(3)programme in 2020. Due to impact of

the investment in carbon capture offset, offices and data

centres become part of the “net zero” programme in 2020.

Business travel remains with carbon avoidance offset.

GHG emissions per employee were reduced by 23% in 2020 relative

to 2019, with a portion of this reduction (estimated at 12%) due to

the consequences of the Covid-19 crisis and the remainder resulting

from more environmentally responsible practices.

GHG emissions: Offices, on- and off-site data centres, fugitive emissions

included* (Scopes 1, 2 3) (REQ-04)(1)

2020

2019

2018

Absolute emissions (tCO

Reduction in emissions per employee relative to 2015 (tCO e/employee)

5,974

-76%

7,686

-69%

9,297

-62%

* Fugitive emissions included in 2020, excluded in 2015

(1) CDSB REQ: For more information, see the Glossary on page 308.

(2) carbon neutral: when a company has measured and reduced its GHG emissions and offset its residual emissions, all verified with independent verification.

(3) "Climate Neutral Now": an initiative launched by the UN in 2015 to encourage all citizens to take action to help achieve the goal of a climate-neutral world by the middle of the

century, in accordance with the Paris Agreement.

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FUGITIVE EMISSIONS

Fugitive emissions per employee were reduced by 32.5% in 2020

relative to 2019, with a large portion of this reduction resulting

from more environmentally responsible practices.

These results contribute to the achievement of SBTi Targets I and

III.

RESULTS: Fugitive emissions per employee were reduced by 28.3%

between 2017 and 2020, and are carbon neutral through the

"Climate Neutral Now" programme.

Fugitive emissions* (Scopes 1 2) (REQ-04)(1)

2020

2019

2018

2017

Absolute emissions (tCO

Reduction in emissions relative to 2017 (tCO

1,403

-18.7%

2,048

+18.7%

1,633

-5.3%

1,725

2e)

* Detected in offices and data centres on site

BUSINESS TRAVEL

GHG emissions per employee resulting from business travel were

reduced by 66.8% in 2020 relative to 2019, with a large portion of

this reduction (estimated at 88%) due to the consequences of the

Covid-19 crisis and the remainder resulting from more

environmentally responsible travel options.

These results contribute to the achievement of SBTi Targets II and

III.

RESULTS: In 2020, GHG emissions per employee resulting from

business travel were 72.5% lower than in 2015 (with hotels

included from 2016 and joint ventures from 2017), and are carbon

neutral through the "Climate Neutral Now" programme.

Business travel (REQ-04)(1)

2020

2019

2018

2015

Absolute emissions (tCO

Emissions per employee (tCO

11,559

0.3

34,310

0.8

35,922

0.8

32,005

0.9

2e/employee)

RATIO OF EMISSIONS FROM DIRECT ACTIVITIES TO REVENUE AND EBITDA

In 2020, the Group calculated the environmental impact of its direct activities (Scopes 1, 2 3: business travel, offices and on- and off-site

data centres) relative to revenue and EBITDA.

Emissions from direct activities relative to revenue/EBITDA (REQ-04)(1)

Ratio of emissions from direct activities (Scopes 1, 2 3) to revenue (tCO

2020

2019

2018

2e/m)

4.1

9.5

Ratio of emissions from direct activities (Scopes 1, 2 3) to EBITDA (tCO

2e/m)

46.4

102.9

122.4

INDIRECT ACTIVITIES

Measured emissions arising from the Group’s supply chain have been published for the past three years. They cover the Group’s purchases

outside of Scopes 1 2 (Offices, data centres on-site and fugitive emissions) and Scope 3 (Business Travel and off-site data centres). Weare

gradually measuring emissions from waste and commuting.

SBTi TARGET IV: Ensure that the Group’s suppliers, accounting for at least 70% of supply chain emissions, control their GHG

emissions by 2025.

SBTi TARGET V:Ensure that 90% out of these Group’s suppliers, accounting for at least 70% of supply chain emissions, have set GHG

emissions reduction targets by 2025.

TARGET:Pursue a responsible purchasing policy favouring products and services with a low environmental impact.

•

RESULTS:In 2020, the Group continued to assess its suppliers via the Provigis, EcoVadis and CDP platforms. In particular, the analysis

was carried out for suppliers in France, Germany, Italy and Spain and demonstrated that 44% of these suppliers, accounting for 70%

of the residual footprint(1)arising from the supply chains in these countries, have emissions reduction targets. Supply chain analyses

were made possible by close cooperation between the Chief Purchasing Officer and the CRSD Department. The results of the

responsible purchasing policy are presented in Section 3.4, “Responsible purchasing”, of this chapter (pages 119 to 120).

ANALYSIS: Based on residual data for France, Germany, Italy and

Spain (which account for 46.5% of the Group’s residual data), a

limited assurance approach has been adopted to scale up this data

proportionally. This analysis enables us to estimate total residual(2)

GHG emissions arising from the Group’s purchases at 189,406

Residual emissions(2), linked to the Group's purchases, decreased in

2020. The environmental impact of these residual purchases was

calculated across a larger scope using business intelligence tools,

based on an average weighted by type of purchase rather than a

simple average. This analysis has confirmed that over the past three

years, the categories of suppliers accounting for the largest share of

the Group’s residual footprint have been subcontracting firms and

IT services companies. In 2020, the Group calculated the

tCO e in 2020 using the method recommended by ADEME. Our

goal is to extend this limited assurance approach to the whole of

the Group by 2025 and to expand the EcoVadis supplier assessment

programme.

(1) CDSB REQ: For more information, see the Glossary on page 308.

(2) Scopes 1 2 (Offices, data centres on-site and fugitive emissions) and Scope 3 (Business Travel and off-site data centres).

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environmental impact of residual GHG emissions(2) linked to its

purchases relative to revenue and EBITDA.

Residual emissions from purchases (excluding business travel, offices,

on- and off-site data centres and fugitive emissions) (REQ-04)(1)

2020

2019

2018

Absolute emissions (tCO

Ratio of residual emissions to revenue (tCO

Ratio of residual emissions to EBITDA (tCO

189,406*

44.4

221,311

49.9

246,447

60.2

666.8

e/m)

501.5

542

Assuming no change in the scope of purchases relative to 2019 and 2018, residual emissions from the Group’s purchases in 2020 would have amounted to 201,803 tCO e.

4.3.5. PROMOTING THE CIRCULAR ECONOMY

WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEEE)

RESULTS AND ANALYSIS:

TARGET:Give 100% of WEEE a second life by 2025 (reuse through

resale and donation, heat recovery or raw materials for recycling).

Sopra Steria maximises the lifespan of electrical and electronic

equipment and specialist suppliers collect and manage the disposal

of this equipment.

In 2020, 97% of WEEE was given a second life.

WEEE per employee was reduced by 22.6% in 2020 relative to

2019, with a portion of this reduction (estimated at 39%) due to

the consequences of the Covid-19 crisis and the remainder resulting

from more environmentally responsible practices.

Waste electrical and electronic equipment (WEEE) (REQ-04)(1)

2020

2019

2018

Absolute quantity (kg)

Quantity per employee (kg/employee)

Proportion given a second life

64,657

1.5

97%

82,947

1.9

97%

95,242

2.2

95%

PAPER AND CARDBOARD WASTE

In 2020, 99.7% of paper and cardboard waste was recycled.

TARGET: Recycle 100% of paper and cardboard waste by 2025

(heat recovery or raw materials for recycling).

Paper and cardboard waste collected per employee was reduced by

53.5% in 2020 relative to 2019, with a large portion of this

reduction (estimated at 82%) due to the consequences of the

Covid-19 crisis and the remainder resulting from more

environmentally responsible practices.

RESULTS AND ANALYSIS:Sopra Steria optimises printing and runs

awareness campaigns to reduce waste.

Paper and cardboard waste (REQ-04)(1)

2020

2019

2018

Absolute quantity (kg)

Quantity per employee (kg/employee)

194,418

4.4

415,122

9.4

456,274

10.5

Proportion of paper and cardboard waste collected separately and recycled

99.7%

96%

97%

Responsible purchasing:

4.3.6. ENSURING THE INVOLVEMENT AND

CONTRIBUTION OF THE ENTIRE VALUE CHAIN

Sopra Steria applies Group-wide purchasing rules that take into

account environmental selection criteria. Its suppliers’ charter also

includes environmental standards. The relevant information is set

out in Section 3.4, “Responsible purchasing”, of this chapter

(pages 119 to 120).

TARGETS:

Ensure the entire value chain (employees, clients, suppliers,

partners, etc.) is involved in and contributes to the continuous

improvement process.

Stakeholders:

Civil society

Raise awareness among our stakeholders and contribute to

working groups involving opinion leaders.

Develop employee engagement across the Group.

United Kingdom/Cabinet Office: The Group took part in the

Net Zero Carbon round table organised by the Cabinet Office in

London. Key points covered include the impact of the Covid crisis

on emissions (working from home, reduction in commuting,

supply chain resilience).

RESULTS: The relevant information is set out in Section 4.3.4,

“Reducing GHG emissions resulting from our operations”, of this

chapter (pages 126 to 128).

(1) CDSB REQ: For more information, see the Glossary on page 308.

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Institute of Environmental Management and Assessment

(IEMA):Sopra Steria supported the IEMA and its working group

on disruptive technologies and the digital economy, including in

particular projects on energy transition, smart food and

agriculture, smart transport for sustainable cities and sustainable

infrastructure for climate-smart cities.

Training:

•

E-learning module on digital eco-friendly actions made

available to all employees: more than 3,000 employees have

received this training in France since it was launched in

September 2020. The training was rolled out to the Group’s

other geographies in January 2021,

Make.org-Grande Cause Environnement:Information on this

programme, of which the Group is a founding partner, is set out

in Section 3.2, “Innovation and strategic partnerships”, of this

chapter (page 117).

•

Eco-design training: training in the product and service life

cycle and environmentally responsible design practices was

rolled out in France at the end of 2020. Rollout will continue

across the Group’s other geographies,

Sopra Steria-Institut de France Foundation: The Sopra

Steria-Institut de France Foundation awarded its “Entreprendre

pour Demain” Grand Prixto FarmIA and Opopop for their digital

projects to protect the environment. FarmIA is a project to

promote sound farming practices through the use of artificial

intelligence. Opopop is a platform for the management of

reusable and returnable shipping pouches to mitigate the

environmental impact of e-commerce deliveries.

Environmental responsibility and digital sobriety training course

opened up to the whole of the Group via the CorpAcademy

platform;

Communications campaigns:

•

Awareness campaign to drastically reduce the amount of

printing at many Group entities,

•

Digital sobriety awareness: use of e-mail, rationalisation of

collaborative workspaces and impact of data feeds.

United Nations Global Compact: Responding to the call to

action launched by the United Nations with its Global Compact,

the Group joined the “Uniting Business for a Better World”

pledge, along with more than 1,200 other companies worldwide,

to promote peace, justice, strong institutions, adherence to the

Global Compact’s 10 principles and the achievement of the SDGs.

Sopra Steria has chaired Global Compact France’s GC Advanced

Club since 2020. One meeting of the Club in 2020 was devoted

to biodiversity.

Major recognition:

The Group’s high level of commitment and the results of its

environmental policy have now garnered international recognition,

making Sopra Steria a flagship company in this area.

CDP Climate Change A List: The relevant information is set out in

Section 1.2, “Major recognition”, of this chapter (page 104). This

recognition received by the Group is also described in the CDP

publication “Stories of Change 2020”.

SBTi – Global Compact, WWF, WRI, CDP: In May 2020,

Sopra Steria signed the “Uniting business and governments to

recover better” statement, issued jointly by We Mean Business

and SBTi.

CDP Supplier Engagement Leader: The relevant information is set

out in Section 1.2, “Major recognition”, of this chapter (page

104).

EcoVadis: Sopra Steria achieved an EcoVadis score of 90 out of

100 for its environmental programme, making it one of the top

performers in the environmental area.

Technology partners

The Group’s key cloud suppliers are very proactive about reducing

their environmental footprint. All four operators have a stated

target of "net zero" emissions well ahead of UN

recommendations. Two of these partners already meet 100% of

their electricity consumption from renewable sources and have a

CDP Climate Change score of A.

4.3.7. INCLUDING DIGITAL SUSTAINABILITY

IN OUR VALUE PROPOSITION

Responsible digital technology represents a major driver of

economic and social development provided that it factors all the

environmental impacts of its lifecycle (from design to end of life,

including usage).

IT working groups

Institut du Numérique Responsable(INR):Sopra Steria Next

signed up to the Digital Responsibility Charter in

December 2020.

It is thus crucial to support the development of digital technology

for the benefit of society by adopting a responsible approach that

accommodates both the “Sustainable IT” and “IT for Sustainability”

dimensions.

Syntec Numérique: Participated in a workshop on calculating

the proportion of a business’s revenue derived from sustainable

activities and helped write the Syntec Numérique position

document “Reducing the environmental footprint of digital

technology” and the CSR reference document “Fully committed

to corporate social responsibility: a practical guide for

organisations”.

Sopra Steria, a key player leading the digital transformation in

Europe, supports its customers’ major digital transformation

projects by paying close attention to sustainable development

priorities in the development of its solutions and services.

In particular, the aim is to measure the impact of the solutions and

services we provide to our clients, taking into account the

environmental challenges they face, so as to clarify their choices as

they digitally transition their business.

NegaOctet: Participated in NegaOctet’s Advisory Board,

appointed by ADEME to help it draft an environmental

framework proposing rules for calculating emissions factors and a

categorisation of products used in digital services for individuals.

Employees

Employees' networks commited to the environment:Green

Light (France) has over 600 members; Sustainability Champions

(United Kingdom) has over 100 members.

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Rolling out a concrete and effective approach to digital

sustainability

Environmental diagnosis and design of two applications

for a European manufacturer: For this project, Sopra Steria

identified sources of environmental impacts by carrying out a

screening-level life cycle assessment. This analysis is based on

data compiled mainly from average values provided by

databases, when specific data are not readily available. This

approach saves a great deal of time in the data compilation

phase, allowing for more in-depth analysis to be carried out

subsequently by compiling data only for the most significant

sources of emissions. A functional analysis looking at user

experience (UX) and a technical analysis focusing on architecture,

data and code identified approaches to optimise the

environmental footprint, ranked in accordance with the triple

bottom line or 3P concept: people, prosperity and the planet. A

project to automate efficiency measurement has been launched

to ensure continuous improvement of the services concerned.

Sopra Steria applies three digital sustainability principles when

implementing its projects:

1. Carbon neutral/"net zero" emissions project teams: raise

awareness in order to minimise the environmental footprint of

each Sopra Steria project team and its equipment, in linewith

the carbon neutrality obtained for all of the Group’s business

travel, offices and data centres integrated to the "Climate

Neutral Now" programme;

2. Sustainable IT: accelerating adoption of digital sustainability,

notably by selecting the infrastructure and technologies most

closely aligned with clients’ and the Group’s Sustainable

Development Goals, applying eco-design principles to solutions

development and taking into account environmental costs

when assessing the value of new services;

3. IT for Sustainability:harnessing the potential offered by new

technologies to develop innovative solutions that protect the

environment and the climate.

IT for Sustainability projects

Collaborative management of urban mobility and

encouragement of low-carbon business travel for a large

European city: In the area near the city’s airport, Sopra Steria is

working with several companies and the municipal authoritiesto

find solutions for traffic congestion problems affecting the

employees of its project partners. The project involves putting in

place a collaborative mobility management system, by means of

a multi-stakeholder digital platform to calculate reductions in

emissions of greenhouse gases and other air pollutants via

changes in employee transport options. Several initiatives are in

the process of being rolled out: reduction in single-occupancy

vehicle use (9-point reduction by lowering single-occupancy

vehicle use from 70% to 69% since the start of the project),

development of alternative mobility options (10-point increase by

raising bicycle use from 10% to 20% and 4-point increase by

expanding carpooling from 8% to 12% since the start of the

project, and approaches to optimise business travel. Thanks to

this project, five partner companies have been able to avoid 17

tonnes of GHG emissions per day. This project was selected and

funded under the Urban Innovative Actions (UIA) programme, an

EU initiative.

EXAMPLES OF INITIATIVES AND PROJECTS IMPLEMENTED

BY THE GROUP

Carbon neutral Sopra Steria project teams:

Sopra Steria’s teams are carbon neutral. All Group business

travel has been carbon neutral since 2015, and the Group’s

offices and data centres have been covered by "net zero"

certification since 2020.

The Green Ops tool is used to calculate the environmental

footprint of a Sopra Steria team deployed to either a Sopra

Steria site or a client site. This tool can estimate the

environmental impact of resources used by an employee during

an assignment (printing, digital services, IT and telephony

equipment, travel, etc.). The impact is given in emissions

(CO e), cubic metres of water consumed and kilowatt-hours of

primary energy consumed.

Sustainable IT projects

Digital sobriety training for a French government

ministry: Sopra Steria helped embed digital sobriety through

awareness-raising and training for project teams, so as to

develop the skills needed to measure the environmental impact

of a digital solution, identify areas for improvement and create

key performance indicators.

Artificial intelligence in pursuit of sustainability for a

European manufacturer: Sopra Steria is using sustainable

development solutions powered by artificial intelligence in pursuit of

three goals – cutting costs, increasing return on investment and

reducing environmental impact. AI can lengthen a machine’s life

cycle by optimising utilisation and maintenance.

Cloud migration: Today, these migrations must address

issues of resilience and scalability, while including the ability to

create new innovative services and encompassing the notions

of data sovereignty and sustainability. In this vein, for a

company in the logistics sector, Sopra Steria optimised and

migrated critical workloads to the cloud, thus helping this

operator move closer to meeting its "net zero" emissions goal.

Decarbonisation strategy of a UK property management

firm: the aim of the project is to calculate this property

management firm’s greenhouse gas emissions for regulatory

reporting purposes and to devise a strategy to make the company

carbon neutral.

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ensure that they have in place emissions reduction targets:20%

in 2023, 45% in 2024 and 90% by end 2025.

4.4. Future outlook

This section applies the recommendations of CDSB REQ-06/TCFD(1)

We will continue to run supplier engagement programmes in

countries where we have a strong presence, encouraging our

suppliers with the help of a variety of communication and

assessment software platforms (such as EcoVadis and Provigis).

Our primary goal over the next decade is to continuously reduce our

greenhouse gas emissions and achieve "net zero" emissions in

accordance with the UN’s "Climate Neutral Now" programme, with

the following milestones:

As a leading business in the fight against climate change, Sopra

Steria will also continue to dialogue and work with political

decision-makers and other top-tier organisations, including

universities, to incubate and develop innovative solutions.

1. By end 2022: achieve "net zero" emissions from our direct

operations (offices, data centres and business travel);

2. By end 2025: add waste, employee commuting and indirect

energy to activities covered by our "net zero" emissions pledge;

3. By end 2028: include the whole of the value chain by adding

4.5. Environmental reporting

This section applies the recommendations of CDSB REQ-07, 08,

purchases of goods and services;

Alongside our emissions reduction strategy, we will continue to

publicly disclose our risks and opportunities in accordance with

TCFD guidelines and any other new European and/or domestic

directives on an annual basis. We will use trends from the most

appropriate internationally recognised scenarios in our qualitative

and quantitative scenario analysis to determine the main areas in

which we need to develop strategies to mitigate and adapt our

operations.

09/TCFD(1)

Environmental reporting information is set out in Section 1.3,

“Overview of reporting scope”, of this chapter (pages 104 to 105).

4.6. Compliance and assurance

in relation to environmental

reporting

We will continue to support our clients as they transition to a

low-carbon economy by providing them with advice, software and

services based on the following:

This section applies the recommendations of CDSB REQ-11,

12/TCFD(1)

1. Sustainable IT: accelerating adoption of digital sustainability,

notably by selecting the infrastructure and technologies most

closely aligned with clients’ and the Group’s Sustainable

Development Goals, applying eco-design principles to solutions

development and taking into account environmental costs

when assessing the value of new services;

Compliance (CDSB REQ-11/TCFD)(1)

As the first of ten signatory companies, Sopra Steria made a public

commitment during Climate Week NYC in September 2017 to

disclose climate-related information in accordance with guidelines

issued by the Task Force on Climate-related Financial Disclosures

(TCFD) for a period of three years.

2. IT for Sustainability: harnessing the potential offered by new

technologies to develop innovative solutions that protect the

environment and the climate.

Sopra Steria opted to use the Climate Disclosure Standards Board

(CDSB) framework because it complies with TCFD guidelines. Since

2017, the Group has provided a CDSB cross-reference table in its

annual report demonstrating compliance.

In order to cover the whole of the value chain, we are maintaining

our supplier engagement programme together with our target

validated by SBTi: “Sopra Steria is committed to ensuring that

suppliers accounting for at least 70% of its supply chain emissions

control their GHG emissions, and that 90% of those suppliers have

in place GHG emissions reduction targets by 2025”. Our approach

to meeting this commitment is a phased programme with a number

of milestones:

This report on 2020 data uses the structure set out in the CDSB

framework to provide the required information in a fully compliant

manner.

Assurance information is set out in the next section.

Assurance (CDSB REQ-12/TCFD)(1)

1. Over the period 2019-2023, assess the emissions of the

following proportions of suppliers accounting for 70% of our

supply chain emissions: 40% in 2019, 60% in 2020, 80% in

2021 and 100% by end 2023;

Independent assurance meeting ISAE 3000 is provided by an

independent third party, which carries out checks on a reasonable

assurance basis on figures in the report identified by thesign, the

majority of which relate to greenhouse gas emissions (excluding

greenhouse gas emissions from the supply chain, which are verified

on a limited assurance basis). This assurance is set out in Section 8,

“Report by the independent third party on the consolidated

statement of non-financial performance presented in the

management report”, of this chapter (pages 153 to 154).

2. Over the period 2020-2025, assess the following proportions of

suppliers accounting for 70% of our supply chain emissions to

ensure that they are controlling their emissions: 30% in 2023,

65% in 2024 and 100% by end 2025;

3. Over the period 2020-2025, assess the following proportions of

suppliers accounting for 70% of our supply chain emissions to

(1) CDSB REQ: For more information, see the Glossary on page 308.

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Ethics and compliance

The Group’s ethical values and principles, which constitute a

fundamental aspect of its culture, are laid down in its Code of

Ethics. They guide Sopra Steria’s development and serve as the

foundation for all its policies and commitments. The Group’s

number one priority in carrying on its day-to-day activities is the

observance of ethical principles.

Internal Control Department to review compliance issues and

programme progress and implementation, more specifically

concerning the programme to prevent and combat corruption and

influence peddling.

The Internal Control Department and the Internal Audit Department

meet regularly to exchange updated information, notably

concerning the audit plan and the identification of risks.

In keeping with the values and ethical principles it promotes, the

Group has adopted an Ethics and Compliance programme

concerning in particular human rights, fundamental freedoms,

measures to prevent corruption and influence peddling, duty of

vigilance, compliance and transparency in relation to tax

regulations, confidentiality and the protection of personal data.

Risk management and control within the Group, and the

relationship with the Internal Audit Department and external

auditors, are described in more detail in Section 3, “Internal control

and risk management”, chapter 2 of this Universal Registration

Document (pages 44 to 48).

Under the Group’s risk mapping exercise, risks associated with

regulatory compliance are classed as main risks for the Group.

5.2. Policies and procedures

5.2.1. A CODE OF ETHICS AND CORE VALUES

SUPPORTED AT THE HIGHEST LEVELS

OF THE GROUP

Sopra Steria is a signatory to the United Nations Global Compact,

in the Global Compact Advanced reporting category, and adheres to

the principles and fundamental entitlements of the Universal

Declaration of Human Rights of the United Nations and the Charter

of Fundamental Rights of the European Union.

The Sopra Steria Code of Ethics expresses the Group’s values and is

based on shared ethical principles that apply to all Group entities,

including in particular respect, integrity and transparency. Through

this code, the Group is committed to abiding by laws and

regulations in force in the countries in which its entities operate, as

well as operating to the strictest possible standards of business

conduct. With a forward written by the Chairman of the Board of

Directors, it is supported by Group management, which is

responsible for ensuring that these rules are observed. The code

applies to all Sopra Steria employees to ensure that the Group’s

businesses operate effectively.

Sopra Steria supports the United Nations Sustainable Development

Goals 1, 4, 8, 11, 12, 13 and 16 related to ethics and compliance.

5.1. Governance and organisation

Sopra Steria has decided to bring together compliance, internal

control and risk management within the Internal Control

Department, which reports directly to the Group’s Executive

Management. This department appears before the Audit Committee

and the Nomination, Governance, Ethics and Corporate

Responsibility Committee at regular intervals.

The Code of Ethics is supplemented by a Code of conduct for stock

market transactions covering securities trading and the prevention

of insider dealing in compliance with the European Market Abuse

Regulation (Regulation (EU) 596/2014), a Code of conduct for the

prevention of corruption. The relevant information is set out in

Section 3.4, “Responsible purchasing”, of this chapter (pages 119

to 120).

This structure allows for centrally coordinated, Group-wide

governance to deal with compliance issues, compliance controls,

whistleblowing and risks.

The Internal Control Department oversees compliance issues and

coordinates all stakeholders involved in compliance and internal

control across the Group. The Internal Control Director is the

primary reference point for the whistleblowing system in her

capacity as Group Compliance Officer;

These documents are available from the Ethics and Compliance

page of the Group’s website at www.soprasteria.com.

This department is supported by the network of Internal Control

and Compliance Officers, appointed to work with local teams in

each Group entity;

5.2.2. CORE RULES AND GROUP PROCEDURES

Beyond the Code of Ethics, which reaffirms the Group’s

fundamental principles and values, the compliance system within

Sopra Steria is supported by a common core of rules and

procedures (management, human resources, purchasing, sales,

operations and production, finance and accounting, security, etc.).

It also works with the Group-level functional and operational

departments, each with expertise in its own area (Human

Resources Department, Legal Department, Finance Department,

Purchasing Department, Industrial Department, and Corporate

Responsibility and Sustainable Development Department). To

ensure that all compliance issues are covered, each of these

departments has its own correspondents within the Group’s

various entities.

As part of the compliance programme, work was undertaken at

Group level in 2020 to continuously improve existing rules and

clarify guidelines and procedures to ensure that regulatory changes

are taken into account, best practice is adopted and these

procedures are applied and controlled within the Group on an

ongoing basis.

Monthly steering meetings unite the Chairman, Executive

Management, Finance Department, Internal Audit Department and

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•

An e-learning module for all staff, which was rolled out on

a phased basis starting in December 2018 and is available in

five languages. It is easily accessible via the website of

Sopra Steria’s training organisation. The module includes

several interactive sections, six of which consist of one or more

videos and real-life situations, covering the following themes:

legal framework, hospitality and gifts, public officials, conflicts

of interest, intermediaries, sponsoring and patronage,

facilitation payments and whistleblowing system. At

31 December 2020, 92% of Group staff had completed this

e-learning module. In 2021, the e-learning module will be

refreshed to reflect updated procedures;

5.3. Measures to prevent and combat

corruption

The Sopra Steria Group is committed to having measures in place to

safeguard against risks arising from exposure to corruption and

influence peddling. These measures help protect the Group’s

reputation and maintain the trust of its internal and external

partners and stakeholders. To this end, the Group applies a

zero-tolerance policy with respect to corruption and influence

peddling. The Group’s approach to preventing and combating

corruption is based on the principles laid down in the United

Nations Global Compact and on compliance with local legislation

and regulations prohibiting corruption.

•

Classroom training for those considered the most at risk:

managers, sales staff, procurement staff, etc. The objectives of

this training are to familiarise staff with Group rules and

procedures for preventing and combating corruption and

influence peddling, enable them to identify key contacts within

the Group and equip them with an understanding of best

practice through role play exercises based on real-world

internationalexamples;

In particular, the following measures are in place:

A high degree of executive involvement in the

implementation and monitoring of the Group’s programme to

prevent corruption and influence peddling. This firm commitment

takes shape in particular through the Group’s specific Code of

conduct covering these issues, the direct oversight of the

programme at the Internal Control Department’s steering

meetings, informational meetings for senior managers and

regular communications campaigns targeting all Group

employees;

Strengthened control and audit procedures: The specific

controls are covered in the procedures developed under the

programme for the prevention of corruption and influence

peddling and may be either ongoing or periodic. In addition to

the first-level controls carried out in the form of self-checks by the

employees concerned and by line managers, controls are mainly

performed, depending on the area involved, by the functional

departments concerned (Finance Department, Internal Control

Department, Industrial Department, Legal Department, Human

Resources Department). The procedures are also assessed by the

Internal Audit Department when auditing the Group’s

subsidiaries and/or divisions, by running through some 30 specific

checks, and during specific compliance audits as part of the

internal audit programme;

A Group-wide organisational structure in charge of

managing, monitoring and controlling the framework, through

a network of Compliance Officers, who have responsibility for

compliance and risk management issues within each entity;

A specific risk-mapping exercise for bribery and influence

peddling risks, carried out at the same intervals and applying

the same methodology used for the overall risk mapping exercise,

and shared with the affected staff;

A specific Code of conduct for the prevention of

corruption and influence peddling, including a foreword by

the Chairman of the Board of Directors and the Chief Executive

Officer and illustrated with real-world examples, as a supplement

to the Code of Ethics. This Code of conduct has been translated

into 10 languages and covers all Group entities;

A whistleblowing system incorporating French legal

requirements laid down in the Sapin II Law and duty of vigilance

legislation. This system has been rolled out to all Group entities. It

is also accessible to the Group’s external stakeholders, and in

particular its clients, suppliers and other business partners, via the

Ethics and Compliance page of the Group’s website at

www.soprasteria.com.

A disciplinary regime based on the Code of conduct

enforceable against all employees since its inclusion in the

Group’s internal rules and regulations, or through any other

mechanism in force at Group entities;

To the best of the company’s knowledge at the time of writing this

Universal Registration Document, neither Sopra Steria, nor its

subsidiaries nor any member of an administrative or management

body have been found guilty of corruption or influence peddling at

any time in the last five years.

Specific, formal procedures, allowing in particular for the

implementation of the associated first- and second-level controls,

in order to respond to situations identified as potentially exposed

to risk. For example: Policy on hospitality; policy on gifts;

procedures relating to conflicts of interest; procedure for client

events; procedure relating to export operations, which continued

its rollout during the year;

5.4. Tax regulations and transparency

- Fight against tax evasion

A strict procedure for assessing third parties, including

clients, suppliers and subcontractors. In this regard, the Group

has formalised and rolled out a new purchasing procedure and

expanded its suppliers’ charter to cover all new regulations, and

more specifically regulations relating to the Sapin II Law and the

duty of vigilance;

In tax matters, Sopra Steria Group is committed to complying with

the tax laws and regulations applicable in all of the countries in

which it is present. Sopra Steria acts in line with its values and

ethical principles of integrity, commitment and accountability.

Accordingly, the Group pays its taxes and duties in the countries

where its operations are located and where value is created. This

approach is pursued in accordance with international guidelines and

standards, such as those of the OECD, particularly in relation to

transfer pricing for cross-border transactions between Group

companies. In this respect, the Group does not engage in tax

evasion or any other practice contrary to its ethical standards.

A Group training programme aimed at raising awareness

among all employees, using a practical and accessible approach,

and training those segments of the workforce considered as the

most exposed in light of the results of the risk mapping exercise

for bribery and influence-peddling risks. This programme is based

on the following:

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Sopra Steria does not make use of aggressive tax planning or any

structuring methods for its transactions that would detach the tax

location from the location of business activity. The Group thus

abstains from establishing operations in tax havens (uncooperative

countries or territories on the official French list or the European

Union’s blacklist), has no bank accounts at banks established in

such countries or territories, and more generally abstains from

creating any entities that have no economic substance or business

purpose.

The review of various internal and external media to ensure

compliance with legal and regulatory requirements;

The provision of standard contracts and clauses covering the

protection of personal data in the context of contractual

relationships with clients, subcontractors and suppliers;

The rollout of a mandatory training module for all existingGroup

employees and for every new employee;

The management of the whistleblowing procedure to report

actual or suspected abuses and irregularities relating to personal

data.

Sopra Steria Group is regularly audited by the competent tax

authorities, with which it fully cooperates. The Group complies with

the deadlines specified by tax authorities for providing responses to

their queries, meets all of its reporting requirements and pays its

taxes as required by law.

All external growth transactions involve a due diligence process

covering the processing of personal data. Acquired companies are

added to this compliance programme upon joining the Group.

In addition, at Sopra HR Software, the Sopra Steria Group’s HR

solutions publisher subsidiary, the Binding Corporate Rules (BCR)

have been in place within its entities since 2015.

To limit tax risks relating to its activities, and to take advantage of

existing tax incentives, exemptions and relief, in accordance with tax

laws and the reality of its activities, the Group may enlist the services

of outside tax consultants. All advice thus received is reviewed

internally to ensure that any resulting application is consistent with

the Group’s tax principles.

5.5.2. PROTECTING AND SECURING CLIENT DATA

The Group has put in place a policy and robust system across all its

entities and operations, supported by an appropriate organisational

structure, procedures and controls that are reviewed annually. This

point is presented in Section 1, “Risk factors”, chapter 2 of this

Universal Registration Document (pages 36 to 42).

5.5. Data protection

5.5.1. PROTECTION OF PERSONAL INFORMATION

As regards awareness-raising and training in the area of information

security more specifically, the Group has a catalogue of training

made available to employees via the Group Academy. Employees

may take one or more of these training courses a year depending on

their role. As regards awareness-raising, two e-learning modules are

available, which are reviewed every two years. These are also

supplemented by information messages and best practice, which

are constantly shared on the Group’s intranets.

Regulation (EU) 2016/679 of the European Parliament and of the

Council of 27 April 2016 – known as the General Data Protection

Regulation, or GDPR – entered into force on 25 May 2018.

Sopra Steria Group and its subsidiaries have rolled out a

programme intended to ensure compliance with this regulation and

local laws.

This programme is directed by the Group’s Legal Department, which

is responsible for coordinating measures to protect personal data

processed by Group companies (both for their own purposes and

on behalf of their clients).

5.6. Duty of vigilance and vigilance

plan

This section presents the vigilance plan, which covers all reasonable

vigilance measures aimed at identifying risks and preventing serious

violations of human rights and fundamental freedoms as well as

adverse impacts on health, safety and the environment, as laid

down by the French duty of vigilance law (Law no. 2017-399 of

27 March 2017).

This programme is underpinned by an organizational and

governance structure and an overarching policy on the protection of

personal data.

The organisational and governance structure has two tiers: a group

tier and a local (country/entity) tier. Data Protection Officers have

been appointed within each of the Group entities concerned. The

Group Data Protection Officer relies on this structure to roll out the

compliance programme across the Group.

These risks, serious violations and adverse impacts include those

resulting from the activities of the Company and of the companies it

controls, within the meaning of Article L. 233-16 of the French

Commercial Code, whether directly or indirectly and across the

Group’s entire scope of operations, as well as from the activities of

subcontractors or suppliers with which Sopra Steria has business

relations, in France and around the world.

This programme has the following goals in particular:

The rollout of a specific tool to keep records of all processing of

personal data by Group entities, both for their own purposesand

on behalf of their clients;

The implementation of specific procedures to respond to requests

received from individuals exercising their rights relating to

personal data, including the right of access, the right to

rectification, the right to object to processing and the right to

remove data across the system, including archived and recorded

data:

The vigilance plan was prepared by the main departments

responsible for the areas covered by the duty of vigilance, discussed

with the Group’s Executive Committee and then validated by

Executive Management. It was also presented to the Works Council.

In addition, as a preliminary step for the preparation of the plan,

the results of the Group’s risk mapping exercise for the issues

involved were aligned with those of its materiality analysis.

•

For employees of Group companies,

For third parties (for example, job applicants in connection with

recruitment procedures),

•

For personal data processed by Group companies under

contractual arrangements with their clients, as instructed in

writing by the latter;

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The vigilance plan consists of four components, to reflect the

measures required by the French duty of vigilance law:

responsibility for the entire scope of the Group’s operations, namely

the Human Resources Department, the Corporate Responsibility and

Sustainable Development Department, the Purchasing Department,

the Industrial Department, the Information Systems Department,

the Legal Department and the Internal Control Department.

A mapping of risks to identify, analyse and prioritise the risks

relating to the duty of vigilance;

Risk mitigation and prevention plans;

Given its business activities, Sopra Steria has relatively limited

exposure to risks relating to the duty of vigilance. Nevertheless,

some of the risks identified were considered as having an impact,

although without being regarded as major risks falling within the

scope of the duty of vigilance.

A whistleblowing system for the receipt of reports relating to the

existence of risks or the occurrence of risk events;

A system to monitor the measures implemented and assess their

effectiveness.

The vigilance plan is reviewed each year, in light of possible

developments in risks, the effectiveness of mitigation measures put

in place, and developments in the Group’s business and operations.

The risk areas listed below relating to the duty of vigilance were

analysed and prioritised in line with their severity and likelihood of

occurrence in the context of the Group’s business activities and

those of its main suppliers:

Furthermore, reasonable vigilance measures are implemented

gradually for newly acquired companies as part of the integration of

these companies within the Group and with respect to its

procedures and systems.

Human rights and fundamental freedoms: diversity and equal

opportunities, freedom of association and the right to collective

bargaining, protection of personal data, respect for the rights of

local communities, preventing child labour and forced labour

within the supply chain;

5.6.1. RISK MAPPING EXERCISE

Health and safety: right to health, right to safe and healthy

working conditions (e.g. access to buildings, sanitation, safety

and security of business travel), prevention of occupational

illnesses, healthcare benefits and workplace prevention measures;

The mapping of risks relating to the duty of vigilance draws on the

Group’s overall risk mapping exercise as well as the main challenges

identified during the preparation of the Group’s statement of

non-financial performance. The methodology used for the mapping

of risks relating to the duty of vigilance is the same as that used for

the Group’s overall risk mapping exercise and thus involves

consultations with the various departments concerned, with

Environment: air and soil pollution, depletion of raw materials,

soil erosion and degradation, treatment of polluting waste, GHG

emissions, degradation of ecosystems and biodiversity.

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5.6.2. RISK MITIGATION AND PREVENTION PLANS

The continuous improvement approach adopted in line with the Group’s corporate responsibility policy put in place several years ago focuses

on the various issues targeted by the French duty of vigilance law. The cross-reference table below indicates the sections within the statement

of non-financial performance included in this document that describe the risk mitigation and prevention plans identified in the mapping of

risks relating to the duty of vigilance.

Area

Category

Mitigation plans and preventive measures

Risks relating to the Group’s

business activities

Human rights and fundamental

freedoms

The relevant information is set out in Sections 2, 3 and 5 of

this chapter, (pages 106, 115 and 132).

Health and safety

The relevant information is set out in Section 2.2.5, “Health

and safety”, of this chapter (pages 112 to 113).

Environment

The relevant information is set out in Section 4,

"Environmental responsibility: innovating all along our value

chain", of this chapter (pages 122 to 131).

Risks relating to the business

activities of the Group’s suppliers

Responsible purchasing

The relevant information is set out in Section 3.4,

“Responsible purchasing” of this chapter (pages 119

to 120).

5.6.3. WHISTLEBLOWING SYSTEM

5.6.4. SYSTEM TO MONITOR THE MEASURES

IMPLEMENTED AND ASSESS T

HEIR EFFECTIVENESS

The whistleblowing system put in place under the Sapin II Law on

transparency, anti-corruption and the modernisation of economic

life also covers the duty of vigilance. This system is accessible to

employees of all Group entities. A description of the whistleblowing

system and its procedure is provided on the Group’s intranet as well

as those of all its subsidiaries. Reports are to be submitted from a

specific email address for each entity or at Group level. This is open

to external stakeholders, including in particular the Group’s clients,

suppliers and other business partners. It can be accessed from the

Ethics and Compliance page of the Group’s website at

www.soprasteria.com. No alerts were raised in the course of the

year in areas covered by the duty of vigilance legislation.

For risks relating to the duty of vigilance, the procedures for the

regular assessment of the Group’s business activities and those of its

subsidiaries, along with those of its main suppliers, are carried out

at the level of the departments concerned. Each department with

oversight for issues involving the duty of vigilance is responsible for

monitoring the risks identified in the mapping of risks relating to the

duty of vigilance.

All of these departments are involved in the identification and

implementation of reasonable and appropriate vigilance measures

for their respective areas of responsibility. They report on their

monitoring activities at the Group’s steering committee meetings

and twice a year to the Corporate Responsibility and Sustainable

Development Committee.

The risk mitigation and prevention measures put in place with

regard to the duty of vigilance are reviewed as part of the Group’s

internal control procedures and are the focus of a consolidated

report drawn up each year by the Internal Control Department and

presented to Executive Management.

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TCFD-CDSB

(Climate Change

Reporting

Universal Registration Document

Chapter/

SDGs

GRI

Framework)

Page

no.

Section

Chapter/Section heading

Chapter 1 – Business overview and

strategies

Chapter 2 - Risk factors and internal

control

REQ-03 Risks and

opportunities

Chapter 4 – Corporate responsibility

Sopra Steria: A committed and responsible Group, making a sustainable, human and enlightened contribution

1.1.

Overview of the Group’s corporate

responsibility strategy and governance

1.1.1.

1.1.2.

Contribution to Sustainable Development

Goals through the materiality matrix

A corporate responsibility governance

100

102

REQ-01

structure supporting the Group’s priorities

Governance

1.2.

1.3.

Major recognition

Overview of reporting scope

104

REQ-08 Reporting

policies

Social responsibility: A committed and responsible collective effort

2.1

2.2.

2.2.1.

2020 context

Responsible employment challenges

Attracting and retaining more talent

106

107

3. Good health and well-being

8. Decent work and economic

GRI 401-1,

GRI 404-1

GRI 404-3

growth

17.

Partnerships for the goals

2.2.2.

2.2.3.

Maintaining and developing skills

Diversity and equal opportunity

108

109

4. Quality education

8. Decent work and economic

growth

5. Gender equality

8. Decent work and economic

GRI 406-1

GRI 405-2

growth

10.

17.

Reduced inequalities

Partnerships for the goals

2.2.4.

2.2.5.

Labour relations

Health and safety

112

3. Good health and well-being

GRI 407-1

8. Decent work and economic

growth

3. Good health and well-being

8. Decent work and economic

growth

2.3.

Other labour-related information

Jobs and the workforce

Compensation

113

114

10. Reduced inequalities

2.3.1.

2.3.2.

2.3.3.

GRI 102-8

GRI 403-9

Working conditions and organisation

3. Good health and well-being

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(Climate Change

Reporting

Universal Registration Document

Chapter/

SDGs

GRI

Framework)

Page

no.

Section

Chapter/Section heading

Societal responsibility: Engaging all our stakeholders to build a positive future for all

3.1.

Creating value for stakeholders

115

3. Good health and well-being

GRI 102-12

GRI 102-13

GRI 102-40

GRI 102-42

8. Decent work and economic

growth

Industry, innovation and

infrastructure

11.

17.

Sustainable cities and

communities

Partnerships for the goals

3.1.1.

Summary of value creation for

stakeholders

115

3.1.2.

3.1.3.

3.2.

Advisory board

Client satisfaction

Innovation and strategic partnerships

116

8. Decent work and economic

growth

Industry, innovation and

infrastructure

11.

16.

17.

Sustainable cities and

communities

Peace, justice and strong

institutions

Partnership for the goals

3.2.1.

Co-design to mobilise collective

intelligence

116

3.2.2.

3.2.3.

DigiLabs: developing digital co-innovation

NEXT: a space dedicated to a new client

experience

117

3.2.4.

3.2.5.

3.2.6.

3.2.7.

3.3.

A strategy of partnering with leading

market vendors

SopraꢁSteria Ventures: building an

innovative European digital ecosystem

Support for research and academic

institutions

Commitments in support of digital

sovereignty

Responsible digital technology

117

118

4. Quality education

11. Sustainable cities and

communities

Responsible consumption and

12.

production

13.

16.

Climate action

Peace, justice and strong

institutions

3.3.1

3.3.2

3.4.

The Exploratoire: the do tank for

responsible digital technology

Support for the Digital Humanism

Department at the Collège des Bernardins

118

119

Responsible purchasing

1. No poverty

GRI 308-1

5. Gender equality

8. Decent work and economic

growth

10.

12.

Reduced inequalities

Responsible consumption and

production

13.

17.

Climate action

Partnerships for the goals

3.4.1.

3.4.2.

3.4.3.

Responsible purchasing policy

2020 key achievements and results

Main objectives for 2021

119

120

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Universal Registration Document

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SDGs

GRI

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Section

Chapter/Section heading

3.5.

Community and patronage

120

1. No poverty

2. Zero hunger

3. Good health and well-being

4. Quality education

5. Gender equality

6. Clean water and sanitation

7. Affordable and clean energy

8. Decent work and economic

growth

Reduced inequalities

Sustainable cities and

10.

11.

communities

3.5.1.

3.5.2.

Key events

A proactive policy involving the entire

organisation, employees and civil society

120

3.5.3.

3.6.

A framework for Group action to promote

initiatives with a strong, lasting impact

Regional impact

120

121

9. Industry, innovation and

infrastructure

17.

Partnerships for the goals

Environmental responsibility: Innovating all along our value chain

4.1.

Environmental policy, strategy and targets

122

17. Partnerships for the goals

GRI 305-1,

GRI 305-2,

GRI 305-4,

GRI 305-5,

GRI 302-1,

GRI 302-2,

GRI 302-4,

GRI 302-5,

GRI 413-1,

GRI 102-56,

GRI 102-27,

GRI 102-28

REQ-01

Governance

REQ-02

Management’s

environmental

policies, strategy

and targets

4.1.1.

4.1.2.

4.2.

Environmental policy and strategy

Environmental targets

Environmental challenges: Opportunities

for the Group

122

123

9. Industry, innovation and

infrastructure

GRI 102-15,

GRI 201-2,

GRI 102-1,

GRI 102-7,

GRI 308-2

REQ-03 Risks and

opportunities

11.

Sustainable cities and

communities

12.

Responsible consumption and

production

Climate action

Life on land

13.

15.

4.2.1.

Process for identifying environmental

issues

123

4.2.2.

4.3.

Climate risks opportunities

Environmental impact and performance

123

124

6. Clean water and sanitation

7. Affordable and clean energy

8. Decent work and economic

GRI 301-1,

GRI 302-1,

GRI 302-4,

GRI 303-5,

GRI 305-1,

GRI 305-2,

GRI 305-3,

GRI 305-4,

GRI 305-5,

GRI 306-4,

GRI 306-5,

GRI 306-

REQ-04 Sources of

environmental

impact

REQ-05

growth

Industry, innovation and

Performance

and comparative

analysis

infrastructure

11.

12.

Sustainable cities and

communities

Responsible consumption and

production

13.

14.

15.

17.

Climate action

Life below water

Life on land

Partnerships for the goals

4.3.1.

Roll out of the Environmental Management

System (EMS)

124

4.3.2.

4.3.3.

Control resource consumption

Increasing the proportion of renewable

energy

124

125

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SDGs

GRI

Framework)

Page

no.

Section

Chapter/Section heading

4.3.4.

Reducing GHG emissions resulting from

our operations

126

4.3.5.

4.3.6.

Promoting the circular economy

Ensuring the involvement and contribution 128

of the entire value chain

128

4.3.7.

4.4.

Including digital sustainability in our value

proposition

Future outlook

129

131

GRI 102-10,

GRI 102-49,

GRI 302-4,

GRI 302-5,

GRI 305-4,

GRI 305-5,

GRI 305-6

REQ-06 Outlook

REQ-07

Organisational

boundary

REQ-08 Reporting

policies

4.5.

4.6.

Environmental reporting

Compliance and assurance in relation to

environmental reporting

131

Ethics and compliance

5.1.

Governance and organisation

132

1. No poverty

8. Decent work and economic

growth

13.

16.

Climate action

Peace, justice and strong

institutions

5.2.

Policies and procedures

132

16. Peace, justice and strong

institutions

5.2.1

A Code of Ethics and core values supported

atꢁtheꢁhighestꢁlevelsꢁofꢁtheꢁGroup

5.2.2

5.3.

Core rules and Group procedures

Measures to prevent and combat

corruption

132

133

4. Quality education

16. Peace, justice and strong

institutions

5.4.

5.5.

Tax regulations and transparency - Fight

against tax evasion

Data protection

133

134

16. Peace, justice and strong

institutions

16. Peace, justice and strong

institutions

5.5.1

5.5.2

5.6.

Protection of personal information

Protecting and securing client data

Duty of vigilance and vigilance plan

134

8. Decent work and economic

growth

11.

Sustainable cities and

communities

Responsible consumption and

12.

production

13.

16.

Climate action

Peace, justice and strong

institutions

5.6.1.

5.6.2.

5.6.3.

5.6.4.

Risk mapping exercise

Risk mitigation and prevention plans

Whistleblowing system

System to monitor the measures

implemented and assess their effectiveness

135

136

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Annex: Social and environmental indicators

The elements of information identified with the ✔ symbol have been audited by the independent third party to provide a reasonable

assurance opinion.

7.1. Summary of social indicators

WORKFORCE

❙

WORKFORCE BY GEOGRAPHIC AREA (ACQUISITIONS INCLUDED)

Scope/Topic

2020

2019

2018

2017

Group

France

45,960

19,759

26,201

6,646

4,982

3,999

3,304

1,999

976

46,245

19,499

26,476

6,305

5,726

4,189

3,363

1,792

1,009

308

44,114

19,013

24,849

6,407

5,348

4,060

41,661

18,649

23,012

6,181

5,200

3,562

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

of which Morocco

Managers (“cadres”)

2,842

2,370

279

40,581

40,014

40,001

38,626

Note

The notion of “cadres” is specific to France. The number of managers outside France is extrapolated from the figures for France.

❙

FULL-TIME EQUIVALENT (FTE) WORKFORCE (EXCLUDING INTERNS) ✔

Scope/Topic

2020

2019

2018

2017

Group

France

43,898

18,464

25,434

6,374

4,981

3,951

3,011

1,996

942

44,230

18,849

25,381

6,057

5,724

4,128

2,733

1,790

944

42,614

18,439

24,175

5,903

5,347

4,005

40,241

18,086

22,155

5,956

5,199

3,511

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

2,655

2,217

of which Morocco

267

299

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Annex: Social and environmental indicators

❙

WORKFORCE BY TYPE OF EMPLOYMENT CONTRACT ✔

Scope/Topic

2020

2019

2018

2017

Permanent contracts

Group

France

International (excluding France)

of which United Kingdom

of which India

96.7%

96.9%

96.6%

92.6%

99.7%

98.4%

95.3%

99.8%

96.7%

95.7%

96.1%

95.3%

96.7%

95.2%

99.0%

97.3%

94.4%

99.6%

94.0%

99.7%

95.7%

95.6%

95.7%

94.1%

99.0%

93.8%

94.8%

96.1%

96.3%

96.0%

96.4%

98.6%

91.8%

95.1%

of which Spain

of which Germany

of which Norway

of which Italy

of which Morocco

Temporary contracts

Group

2.9%

3.0%

2.9%

7.4%

0.3%

1.6%

1.8%

0.2%

1.1%

0.0%

3.3%

4.6%

2.4%

4.7%

1.1%

2.5%

1.3%

0.5%

0.7%

0.3%

3.6%

4.1%

3.3%

5.9%

1.0%

5.8%

1.7%

3.3%

3.4%

3.3%

3.6%

1.4%

7.9%

1.6%

France

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

of which Morocco

Internships

Group

France

0.4%

0.1%

0.6%

0.0%

0.1%

2.8%

0.0%

2.2%

4.3%

0.6%

0.2%

0.9%

0.1%

0.0%

0.2%

4.3%

0.7%

0.3%

1.0%

0.4%

3.6%

0.6%

0.3%

0.8%

0.3%

3.3%

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

5.4%

of which Morocco

❙

AVERAGE LENGTH OF SERVICE FOR EMPLOYEES ON PERMANENT CONTRACTS

Scope/Topic

2020

2019

2018

2017

Group

France

7.7

8.6

7.0

10.3

5.2

5.7

8.4

4.1

6.3

5.2

7.1

8.0

6.4

10.3

4.4

5.0

7.5

4.1

6.0

4.1

7.1

8.0

6.4

10.7

4.3

5.0

7.3

8.0

6.8

10.8

4.3

5.2

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

7.3

8.2

of which Morocco

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Annex: Social and environmental indicators

❙

AVERAGE AGE OF EMPLOYEES ON PERMANENT CONTRACTS

Scope/Topic

2020

2019

2018

2017

Group

France

38.7

38.5

38.8

43.9

32.4

38.4

42.8

38.1

38.6

33.7

37.8

43.6

31.4

37.5

41.6

38.0

32.0

37.8

37.5

38.0

44.2

31.3

37.4

41.7

37.8

37.5

38.0

44.1

31.2

37.4

42.7

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

of which Morocco

❙

TURNOVER RATE FOR EMPLOYEES ON PERMANENT CONTRACTS

Scope/Topic

2020

2019

2018

2017

Group

France

13.6%

10.1%

16.1%

15.2%

23.2%

15.3%

11.9%

12.4%

14.4%

17.3%

17.7%

15.9%

18.9%

21.7%

19.4%

20.5%

14.7%

12.8%

13.0%

25.5%

16.9%

16.2%

17.4%

19.4%

21.6%

16.6%

12.4%

15.6%

14.5%

16%

20%

18%

International (excluding France)

of which United Kingdom

of which India

of which Spain

15%

11%

of which Germany

of which Norway

of which Italy

of which Morocco

Notes

Turnover rate = [Number of leavers on permanent contracts − Number of leavers on permanent contracts having been with the Group for less than six months]/Number of employees on permanent

contracts present on the last day of the reference period (excluding suspended employees).

Attractiveness

❙

NEW STAFF ON ALL TYPES OF EMPLOYMENT CONTRACT ✔

Scope/Topic

2020

2019

2018

2017

Group

France

6,133

2,045

4,088

1,293

490

632

366

517

132

10,844

4,112

6,732

1,155

1,695

1,229

651

11,662

4,356

7,306

1,083

1,636

1,414

770

9,500

3,645

5,855

998

1,595

1,151

586

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

499

219

of which Morocco

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Annex: Social and environmental indicators

❙

NEW STAFF ON PERMANENT CONTRACTS ✔

Scope/Topic

2020

2019

2018

2017

Group

France

4,166

1,189

2,977

723

480

566

298

459

8,047

2,570

5,477

942

1,620

1,084

488

9,225

3,135

6,090

784

1,533

1,193

623

7,366

2,616

4,750

811

1,356

895

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

466

428

107

of which Morocco

Development of talent

❙

TRAINING (EXCLUDING WORK-LINKED TRAINING STUDENTS AND INTERNS) ✔

Scope/Topic

2020

2019

2018

2017

Number of hours training provided during the year

France

India

Spain

Germany

Norway

Morocco

United Kingdom

1,207,065

559,853

209,113

88,485

56,424

123,006

17,187

1,263,354

619,219

115,630

94,114

103,282

140,874

14,723

1,244,583

596,557

180,105

136,201

36,972

546,090

161,578

126,882

35,678

94,358

11,476

115,820

19,651

79,571

83,117

Scope/Topic

2020

2019

2018

2017

Number of days training provided during the year

France

India

Spain

Germany

Norway

Morocco

United Kingdom

172,438

79,979

29,873

12,641

7,789

17,572

2,455

11,367

180,479

88,460

16,519

13,445

14,755

20,125

2,103

85,222

25,729

19,457

5,282

78,013

23,083

18,126

5,097

16,546

2,807

13,480

1,639

11,874

Scope/Topic

2020

2019

2018

2017

Average number of days training per person (average FTE)

France

India

Spain

Germany

Norway

Morocco

United Kingdom

3.9

4.3

5.5

3.1

2.5

9.3

8.4

1.8

4.1

4.2

3.0

3.3

5.5

11.8

7.1

1.9

4.6

4.8

4.9

2.0

4.3

4.4

5.2

2.3

10.3

5.8

9.3

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Annex: Social and environmental indicators

Health and safety

❙

WORKING CONDITIONS AND ORGANISATION

Scope/Topic

2020

2019

2018

2017

Notes

France

Frequency rate of workplace accidents in France

Severity rate of workplace accidents in France

Absence rate

1.26

0.013

2.5%

2.47

0,023

2.6%

1.91

0,056

2.5%

1.68 Rates calculated in business days.

0,035 Rates calculated in business days.

2.1% Rates calculated in business days.

❙

ORGANISATION OF WORK AND WORKING HOURS/PART-TIME WORK – EMPLOYEES ON PERMANENT CONTRACTS AT

31ꢀDECEMBER

Scope/Topic

2020

2019

2018

2017

Group

France

6.1%

6.3%

5.9%

12.1%

0.0%

5.5%

5.9%

12.8%

0.1%

6.3%

8.8%

6.1%

6.0%

6.2%

14.1%

0.2%

5.9%

9.0%

6.3%

6.2%

6.3%

13.0%

0.2%

6.9%

9.4%

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

10.4%

Diversity and equal opportunity

❙

PERCENTAGE OF EMPLOYEES WITH A DISABILITY ✔

Scope/Topic

2020

2019

2018

2017

Notes

*Old formula used until 2019

that does not allowcomparison

with 2020

France

2.21%

3.06%*

2.72%

2.46%

❙

PROPORTION OF WOMEN IN THE WORKFORCE

Scope/Topic

2020

2019

2018

2017

Female staff

Group

France

32.5%

32.0%

29.4%

34.0%

43.7%

33.1%

28.6%

25.2%

27.3%

28.5%

35.1%

31.6%

28.4%

34.0%

44.9%

34.3%

27.7%

24.1%

31%

27%

34%

43%

33%

27%

24%

29.6%

34.6%

44.5%

31.7%

29.0%

27.6%

27.0%

29.7%

34.4%

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

of which Morocco

Female new hires

Group

34.0%

27.5%

37.3%

53.2%

29.4%

25.2%

32.0%

27.1%

28.0%

42.1%

33.1%

30.9%

34.4%

44.2%

35.4%

21.9%

34.4%

29.9%

30.1%

41.9%

32.8%

29.7%

34.7%

48.2%

38.4%

23.5%

29.9%

31%

27%

33%

46%

34%

26%

27%

France

International (excluding France)

of which United Kingdom

of which India

of which Spain

of which Germany

of which Norway

of which Italy

of which Morocco

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Annex: Social and environmental indicators

Intergenerational approach

❙

PROPORTION OF YOUNG PEOPLE AND OLDER EMPLOYEES (INCLUDING INTERNS) ✔

Workforce by age bracket

Scope/Topic

2020

2019

2018

2017

Group

Under 25

Over 55

7.0%

9.9%

10.0%

8.7%

France

Under 25

Over 55

6.9%

10.1%

10.4%

8.8%

10%

International (excluding France)

Under 25

Over 55

7.1%

9.7%

9.6%

8.6%

Of which United Kingdom

Under 25

7.4%

8.0%

Over 55

20.2%

20.1%

20%

Of which India

Under 25

Over 55

12.3%

0.3%

17.3%

0.3%

17%

0.3%

18%

0.3%

Of which Spain

Under 25

Over 55

3.3%

4.1%

5.4%

3.4%

Of which Germany

Under 25

3.3%

5.0%

Over 55

18.1%

15.0%

15%

Of which Norway

Under 25

Over 55

3.3%

7.0%

2.5%

6.8%

Of which Italy

Under 25

Over 55

9.8%

7.9%

11.0%

6.6%

Of which Morocco

Under 25

Over 55

10.0%

0.4%

14.4%

0.7%

❙

PERCENTAGE OF OLDER EMPLOYEES (ALL CONTRACTS, EXCLUDING ACQUISITIONS)

Scope/Topic

2020

2019

2018

2017

Number of employees aged 45 and older

5,491

5,186

4,919

4,666

Proportion of older employees (number of employees aged 45 and older

divided by the total workforce at 31/12)

Number of employees aged 55 and older

29.3%

1,883

27.2%

1,680

26%

1,499

25.4%

1,338

Proportion of older employees (number of employees aged 55 and older

divided by the total workforce at 31/12)

10.10%

8.8%

7.3%

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Annex: Social and environmental indicators

7.2. Summary of environmental indicators

❙

TOTAL GREENHOUSE GAS EMISSIONS (BUSINESS TRAVEL, ENERGY, FUGITIVE EMISSIONS) ✔

Global greenhouse gas emissions (tCO

Scope

e)-Market-based ✔

Scope

Total Scopes 1, 2 3

Year

2020 2019 2018 2017 2015 2020 2019 2018 2017 2015 2020 2019 2018 2017 2015 2020 2019 2018 2017 2015

Business travel**

11,559 34,310 35,922 36,653 32,005

Energy

Diesel, gas, biodiesel

2,315 2,664 1,685 1,821 2,237

Offices and

on-site data

centres

Grid electricity,

district heating

1,124 1,724 4,658 6,191 15,723

Off-site data

centres

Grid electricity,

1,132 1,250 1,321 1,142 1,227

Fugitive emissions

Total (including

fugitive emissions)*

Total (excluding

fugitive emissions)

1,403 2,048 1,633 1,725

3,718 4,712 3,318 3,546

2,315 2,664 1,685 1,821 2,237 1,124 1,724 4,658 6,191 15,723 12,691 35,560 37,243 37,795 33,232 16,130 39,948 43,586 45,807 51,192

1,124 1,724 4,658 6,191

12,691 35,560 37,243 37,795

17,533 41,996 45,219 47,532

N/A

Total emissions

per employee

(excluding fugitive

emissions)

Total emissions

per employee

(including fugitive

emissions)

0.35

0.38

0.88

0.93

1.00

1.04

1.13

1.18

1.47

Change in emissions per employee, 2020 compared with 2019

(including fugitive emissions and joint ventures) 58.9% reduction

Change in emissions per employee, 2020 compared with 2015(fugitive emissions included in 2020,

hotel stays excluded in 2015, joint ventures excluded in 2015 but included in 2020) 74% reduction

For energy, emissions are calculated using the market-based method, under which a nil emissions factor is applied if the energy source is “green”; otherwise, “residual mix” emissions factors issued by the Association of Issuing Bodies for

European countries or “location-based” emissions factors issued by the International Energy Agency for non-European countries are applied. For business travel, the emissions factors used are those arising from the GHG Protocol. For 2020,

the scope used to calculate indicators includes all entities over which the Group has operational control (and therefore includes the NHS SBS, SSCL and SFT joint venture sites) and all companies acquired during the year. For 2019, the scope

for the calculation of indicators includes all entities over which the Group has operational control (and therefore includes the NHS SBS and SSCL joint venture sites) but does not include SAB or Sopra Financial Technology GmbH. For other

years, the scope of calculated indicators includes all entities over which the Group has operational control (and therefore includes NHS SBS and SSCL joint venture sites) but does not include Kentor, Galitt, Beamap, Cassiopae or 2MoRO.

* Fugitive emissions when available (not available for off-site data centres).

** Data taking into account emission reductions due to green business travel in Germany (12,698 tCO2e, excluding the reduction in 2020).

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Annex: Social and environmental indicators

❙

ENERGY CONSERVATION AND GREENHOUSE GAS EMISSIONS BY COUNTRY ✔

RESOURCE CONSERVATION ✔

GREENHOUSE GAS EMISSIONS ✔

Offices and on-site On- and off-site data

Business

travel

Fugitive

emissions

Offices and on-site data centres

On- and off-site data centres

data centres

centres

Proportion

of total

electricity

consumption

from

renewable

sources

Proportion

of electricity

consumption

from

Air +

road +

train +

hotels**

Greenhouse

gas emissions:

market-based

Greenhouse

gas emissions:

market-based

renewable

Energy consumption

Scope Scope Scope

sources****

Energy consumption

Scopes Scopes 1, 2

Scopes

Scope

3 Scopes 2 3 Scope

Scope

tCO

Scope

tCO

Scope

tCO

Scope

Unit

MWh

MWh tCO

tCO

tCO2e

TOTAL

2020

13,861

55,469

95%

25,573

25,663

54%

2,315

1,124

1,149

12,698

1,403

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2020

2019

2020

2019

2018

2020

2019

2018

2017

2016

2015

2020

2019

2018

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

14,682

13,742

13,643

12,987

12,623

515

130

67,507

67,448

66,540

63,043

63,563

1,341

915

821

606

1,612

445

3,435

1,930

1,564

1,987

2,177

2,337

1,580

1,770

2,162

2,394

2,275

2,333

90%

78%

76%

69%

20%

100%

139

254

314

367

555

25,544

32,827

33,769

35,403

35,208

25,683

33,081

34,083

35,770

35,763

50%

60%

61%

63%

2,664

1,685

1,821

2,430

2,237

130.2

1,724

4,658

6,391

7,190

15,723

132

1,270

2,084

1,854

2,578

3,829

37,164

38,176

38,133

36,555

2,048

1,633

1,725

Africa*

100%

180.3

462

547.1

461

6.1

4.6

4.4

7.6

416

377

959

259

407

377

308

324

251

358

365

275

293

487

412

Germany,

Austria

100%

77%

87%

86%

96%

93%

100%

10%

19%

38%

51%

100%

163

130

141

422

792

1,007

631

829

2,218

1,234

1,122

163

130

141

422

792

1,007

631

829

902

2,364

1,302

1,186

100%

3,936

9,460

9,164.0

9,046

103

114

221

145

6.2

63%

8,183

1,136

1,694

1,308

2,196

1,129

1,029

Benelux

57%

58%

72%

64%

209

312

241

404

229

190

539.4

1,152

1,900

1,208

2,548

7.2

145

Brazil

10.5

13.3

0.2

0.4

0.2

0.1

0.3

208

100%

Bulgaria

China

16.5

6.6

Spain

3,179

2,524

2,812

1,938

5,390

2,935

334

640

753

1,015

1,655

2,900

2,372

4,034

4,107

2,853

3,184

1,673

100%

84%

100%

90%

86%

80%

75%

100%

517

573

554

434

332

644

469.1

1,359

1,694

2,182

1,733

11.3

293

1,140

1,397

484

10.9

United

States

12.9

4,813.7

14,138

15,263

16,342

15,267

0.3

96.6

194

427

144

France*

27,314

31,901

30,510

26,434

26,489

28,318

6,112

10,157

10,223

12,763

12,244

11,684

13,363

13,108

13,442

13,511

12,684

10,974

1,903

2,061

2,173

1,995

1,792

2,206

13,363

13,108

13,442

13,511

12,684

10,974

1,975

2,183

2,337

2,139

2,070

2,673

27%

18%

28%

31%

281

374

260

112

739

284

162

189

256

417

653

624

765

782

757

822

2,195

India

123

164

144

277

467

100%

115

1,077.8

4,627

3,302.5

2,582

1,196

1,775

1,132

1,355

2,687

9,581

1,696

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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Annex: Social and environmental indicators

RESOURCE CONSERVATION ✔

GREENHOUSE GAS EMISSIONS ✔

Offices and

on-site

data

Offices and on-site On- and off-site data

Business

Fugitive

centres

On- and off-site data centres

data centres

centres

travel emissions

Proportion

of total

electricity

consumption

from

renewable

sources

Proportion

of electricity

consumption

from

renewable

sources****

Air

Greenhouse

gas emissions:

market-based

Greenhouse

gas emissions:

market-based

road +

train +

Energy

consumption

Energy consumption

hotels**

Scopes

Scopes 1,

2 3 Scopes 2 3 Scope

Scopes

Scope Scope

Scope

tCO

Scope

tCO

Scope

tCO

Scope

Unit

MWh

tCO

tCO2e

Italy

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015

442

381

159

131

132

157

392

569

578

606

802

723

345

532

481

804

657

780

10,397

12,831

13,712

14,844

10,840

12,176

254

100%

111

188.8

665.7

665.9

580

1.8

276

282

348

288

619

509

502

4.8

508

Monaco

Poland

90%

100%

68.4

163.3

217.6

226

0.3

130

115

588

385

4,619

4,951

10,130

11,412

14,298

14,595

567

361

4,619

4,951

10,130

11,412

14,298

14,595

493

282

119

154

929

957

832

1,037

151

United

Kingdom

7,968

9,208

8,565

8,177

4,563

5,462

100%

60%

72%

70%

100%

93%

78%

79%

1,468

1,696

933

981

992

1,067

782.1

3,527.8

3,907.3

4,443

72.7

2,016

2,317

1,450

1,844

202

111

173

4,195

Singapore

30.5

88.8

99.4

235

242

463

243

Scandinavia

Switzerland

1,470

1,945

2,407

2,451

2,182

2,362

197

453

355

335

339

100%

10%

20%

100%

99%

4,264

3,924

4,032

3,753

3,598

3,841

464

390

1,928

431

433

1,103

4,264

3,924

4,032

3,753

3,598

3,841

464

390

1,928

431

433

1,103

72%

75%

82%

88%

329

279

359

201

699

432.3

1,180.3

1,067.3

704

1.9

102

103

849

496

81%

100%

129.2

220.4

278.3

270

111

163

144

283

116

653

Africa includes Lebanon, Senegal, Cameroon, Côte d’Ivoire, Gabon, Morocco and Tunisia. France includes French Polynesia.

** Data no taking into account mission reductions du to green business tr vel in Germany. Includin these emission reductions resulting from green business travel, the amounts would be: 11,559 tCO

35,922 tCO e in 2018, 36,653 tCO e in 2017 and 35,316 tCO e in 2016.

2e in 2020, 34,310 tCO2e in 2019,

*** Data not published in the 2015 and 2016 reports.

**** Joint ventures sites are only included from 2018.

In 2020, the scope used to calculate indicators includes all entities over which the Group has operational control (and therefore includes the NHS SBS, SSCL and SFT joint venture sites) as well as new acquisitions Sodifrance, Anteo

(Consulting and E-Business Solutions), Holocare and cxpartners.

In 2019, the scope for the calculation of business travel and energy indicators includes all entities over which the Group has operational control but does not include SAB or Sopra Financial Technology GmbH.

150

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Annex: Social and environmental indicators

❙

RESOURCE CONSERVATION ✔

ENERGY CONSUMPTION ✔

Scope

2018

(MWh)

Scope

Total Scopes 1, 2 3

2020 2019 2018 2017

Year

2020

2019

2018

2017

2015

2020

2019

2017

2015

2020

2019

2018

2017

Diesel,

gas,

biodiesel 13,770 14,543 13,488 13,330 12,623

District

heating

4,485

3,933

3,705

3,803 63,563

Grid

electricity

Offices

41,360 54,650 48,976 45,707

Diesel,

gas,

biodiesel

139

254

314

On-site data

centres

Grid

electricity

9,623

8,924 14,768 17,035

Off-site data

centres

Total energy

Grid

electricity

15,949 16,621 18,059 16,421

13,861 14,682 13,742 13,644 12,623 55,469 67,507 67,488 66,545 63,563 15,949 16,621 18,059 16,421 85,279 98,809 99,249 96,610

Total energy/employee

(MWh/employee)

1.9

2.2

2.3

2.4

2020/2019 change in

energy consumption per

employee

-14.9%

Scope 1: combustion of fossil fuels (petroleum, fuel oil and gas), use of biodiesel and emissions of coolants from air conditioning systems.

Scope 2: consumption of grid electricity and district heating in offices and on-site data centres.

Scope 3: consumption of grid electricity in off-site data centres.

and E-Business Solutions), Holocare and cxpartners. Joint venture sites are included from 2017.

In 2019, the scope used to calculate indicators includes all entities over which the Group has operational control (and therefore includes the NHS SBS and SSCL joint venture sites) but does not include SAB or Sopra Financial

Technology GmbH. Joint ventures sites are only included from 2017.

WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEEE) ✔

Of which

incinerated

Of which sent to

landfill sites

Quantity (kg)

Of which reused

Of which recycled

Year

2020 2019 2018 2017

2015 2020 2019 2018 2017 2015 2020 2019 2018 2017 2015 2020 2019 2018 2017 2020 2019 2018 2017

2,605 32.3% 25.9% 11.8% 19.1% 98% 64.6% 70.7% 84.3% 79.8% 2.9% 3.3% 3.7% 1.1% 0.2% 0.2% 0.2% 0%

4% 1.4% 1.6%

0% 11.0% 17.9% 0.11% 35% 0%

Germany/Austria

Benelux

Spain

3,825 4,325 7,562 6,226

5,682 6,471 4,735 4,741

3,060 6,250 7,315 5,953

24% 34% 79.6% 74.7%

454 55.1% 69.8% 55.7% 22.4%

69.7% 61% 17.6% 18.6%

27% 30.1% 9.3% 66.5%

6.3%

1% 1.4% 5.1%

France

30,354 19,724 15,412 26,863 20,939 71% 44.3% 68.8% 66.1% 43% 28.3% 50.6% 27.5% 27.6% 56% 0.6% 2.8% 2.1% 4.8% 0.1% 2.3% 1.7% 1.6%

India

Italy

27 17,328 36,558 21,732 107,181

0% 75% 80% 99.3% 99.7% 100% 25% 20% 0.7% 0.3%

0% 80% 0% 23.6% 19.7% 0% 0% 1.9% 2.1%

268 1,126

627

0% 72.7% 76.4%

0% 1.8% 1.7%

Norway +

Denmark

Poland

477 1,172

** 658

985 1,048

1,459 27.2%

53 0% 12% 12% 100% 100%

0% 25.2% 69.1%

72.8% 92% 69.5% 30.9%

0% 86.8% 86.7% 0%

0% 1.2% 1.3%

2.8% 4% 4.6%

0% 0.3%

0% 0%

8% 5.3%

423

673

0% 0.4%

United Kingdom 16,013 19,426 19,990 15,066 25,674 15.7% 27.3% 13% 39.2% 100% 81.6% 68.8% 82.4% 60.4%

Sweden

Switzerland

4,742 7,021

476 303

750

286

291

566

688

0% 67.8% 68% 100%

0% 0% 0% 99.6%

100% 31.9% 32%

0% 100% 100% 100% 0.4%

TOTAL

64,65782,94795,24282,609160,246* 44% 32.3% 24.9% 38%

53% 64.7% 70.2% 58.2%

2% 1.8% 2.7%

1% 1.1% 3.1% 0.7%

Total/employee

(kg/employee)

1.5

1.9

2.2

2.1

4.6

and E-Business Solutions), Holocare and cxpartners. Joint venture sites are included from 2017.

GmbH.* Total based on data available.

** WEEE stored on site.

PAPER AND CARDBOARD WASTE BY COUNTRY ✔

Quantity (Kg)

Of which recycled

Of which incinerated

2018 2017 2016 2015

Year

2020

2019

2018

2017

2016

2015

2020

2019

2018

2017

2016

2015 2020

2019

Germany/Austria

Benelux

Denmark

Spain

France

India

Italy

Norway

Poland

United Kingdom

Sweden

19,978

24,316

594

1,167

53,782 109,168

3,893

285

18,555

297

21,868

46,962

909

67,076

78,079

814

11,192

94,192

13,415

2,668

47,530

58,745

1,580

11,440

71,804

14,025

2,730

43,565

80,569

1,580

9,938

60,342

28,410

45,214

100%

97%

100%

84.8%

100%

97%

100%

84.9%

100%

97%

100%

87%

100%

97%

100%

97%

98%

75%

100%

83.9%

100%

98%

15.2%

15.1%

13%

25%

16.1%

827

100%

11,625

96,269

27,217

89%

100%

13%

12,506

2,800

25,446

2,731

21,058

2,440

19,168

2,553

5,782

131,839

3,700

7,670

100%

63,730 173,509 159,746 200,382

6,873

949

146,900

802

3,549

100%

91.1%

100%

97%

100%

99%

8.9%

7,000

599

5,064

530

4,679

560

Switzerland

100%

TOTAL

194,418 415,122 456,274 435,196 365,725* 328,448* 99.7%

96%

97%

92%

0.3%

TOTAL/EMPLOYEE

(KG/EMPLOYEE)

4,4

9,4

10,5

10,8

10,0

9,4

and E-Business Solutions), Holocare and cxpartners. Joint venture sites are included from 2017.

In 2019, the scope for the calculation of indicators includes all entities over which the Group has operational control (and therefore includes the NHS SBS and SSCL joint venture sites) but does not include SAB or Sopra Financial Technology

GmbH.

* Total based on data available.

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Annex: Social and environmental indicators

PURCHASES OF CERTIFIED PAPER FROM SUSTAINABLE SOURCES BY COUNTRY ✔

Paper purchased per employee

Percentage of paper from

sustainable sources

Total paper purchased (kg)

(kg/employee)

Year

2020

2019

2018

2017

2020

2019

2018

2017

2020

2019

2018

2017

Germany/Austria

Benelux

Spain

France

India

Italy

Poland

United Kingdom

Scandinavia*

Singapore

Switzerland

2,107

3,094

680

23,454

1,501

925

6,270

849

3,216

4,067

7,861

55,268

8,296

2,790

575

11,173

2,304

699

3,771

3,505

5,875

57,077

8,429

3,119

903

13,835

2,163

694

4,946

2,941

8,208

66,747

7,897

3,443

646

13,942

1,685

881

85%

100%

70%

69%

72%

70%

63%

57%

70%

89%

100%

70%

48%

71%

70%

100%

79%

65%

70%

76%

93%

95%

70%

26%

71%

100%

92%

85%

68%

70%

88%

81%

100%

70%

0.66

3.15

0.17

1.19

0.30

0.95

0.05

0.94

0.34

1.62

1.09

4.14

1.88

2.89

1.45

2.76

0.58

3.11

1.01

5.42

2.5

1.40

3.44

1.45

3.05

1.62

3.22

1.02

3.81

1.05

5.14

4.53

2.11

2.81

2.30

3.69

1.55

4.05

0.81

3.61

1.23

7.53

4.19

70%

100%

84%

68%

70%

204

624

1,127

1,073

89%

TOTAL

39,132

96,873

100,498

112,409

71%

60%

50%

76%

0.88

2.35

2.54

3.01

* Scandinavia includes Sweden, Norway and Denmark.

and E-Business Solutions), Holocare and cxpartners. Joint venture sites are included from 2020.

In 2019, the scope used to calculate indicators includes all entities over which the Group has operational control and does not include SAB, Sopra Financial Technology GmbH or the NHS SBS and SSCL joint venture sites for previous years.

WATER USE BY COUNTRY ✔

Quantity (cu. metres)

Year

2020

2019

2018

2017

Africa*

6,307

12,204

3,673

163

5,292

5,200

2,828

650

4,795

5,495

4,933

341

2,829

6,054

2,717

N/A

Germany/Austria

Benelux**

Brazil

Bulgaria

112

N/A

China

131

N/A

Spain

6,732

156

14,382

499

14,239

N/A

8,349

N/A

United States

France***

India

Italy

Poland

United Kingdom

Scandinavia****

Singapore

Switzerland

62,235

27,435

2,578

1,224

31,603

8,908

451

74,874

63,433

4,205

4,254

57,841

12,433

705

86,855

63,903

3,666

3,465

32,905

7,776

511

55,760

136,948

2,585

3,106

21,272

4,246

356

380

228

285

258

TOTAL

164,250

246,985

227,938

244,480

Total (cu. metres/employee)

3.6

5.5

5.2

6.0

* Africa includes Lebanon, Senegal, Cameroon, Côte d’Ivoire, Gabon, Morocco and Tunisia.

** Benelux includes Belgium, Luxembourg and the Netherlands.

*** France includes French Polynesia and Monaco.

**** Scandinavia includes Sweden, Norway and Denmark.

acquisitions Sodifrance, Anteo (Consulting and E-Business Solutions), Holocare and cxpartners. Joint venture sites are included from 2017.

In 2019, the scope used to calculate indicators includes all entities over which the Group has operational control and does not include SAB or Sopra Financial Technology GmbH. Joint ventures sites are

only included from 2017.

152

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Report by the independent third party on the consolidated statement of non-financial performance presented in the management report

Report by the independent third party

on the consolidated statement of non-financial

performance presented in the management report

To the Shareholders,

NATURE AND SCOPE OF WORK

In our capacity as an independent third party, member of the

Mazars network and a Statutory Auditor of Sopra Steria Group,

certified by COFRAC Inspection under number 3-1058 (scope of

certification available on www.cofrac.fr), we hereby report to you

on the consolidated statement of non-financial performance for the

year ended 31 December 2019 (hereinafter referred to as the

“Statement”), presented in the management report, pursuant to the

legal and regulatory provisions of Articles L. 102-1, R. 225-105 and

R. 225-105-1 of the French Commercial Code (Code de commerce).

Our work described below was carried out in accordance with the

provisions of Articles A. 225-1 et seq. of the French Commercial

Code establishing the manner in which an independent third party

should fulfil its engagement, with industry policy issued by the

CNCC for this type of engagement and with International Standard

on Assurance Engagements (ISAE) 3000, “Assurance Engagements

Other than Audits or Reviews of Historical Financial Information”.

we familiarised ourselves with the business of all companies in

the consolidated group, and the overview of key risks;

we assessed the suitability of the Guidelines in terms of their

RESPONSIBILITY OF THE COMPANY

relevance,

completeness,

reliability,

impartiality

and

The Board of Directors is responsible for drawing up a Statement

complying with legal and regulatory provisions, including an

overview of the business model, a description of the main

non-financial risks, an overview of policies adopted in light of those

risks and the results of those policies, including key performance

indicators.

comprehensibility, taking industry best practice into account

where applicable;

we checked that the Statement covers each category of disclosure

stipulated in the third paragraph of Article L. 225-102-1 in

relation to labour-related and environmental information, as well

as the information stipulated in the second paragraph of

Article L. 22-10-36 in relation to respect for human rights,

anti-corruption measures and the prevention of tax evasion;

The Statement has been prepared in accordance with the

Company’s procedures (hereinafter “the Guidelines”), the significant

elements of which are presented in the Statement or available on

the website or on request from the Company’s registered office.

we checked that the Statement presents the information laid

down in paragraph II of Article R.225-105 where that

information is relevant to the key risks, and that it includes, as the

case may be, a reasoned explanation for the absence of any

information required by the second subparagraph of

paragraph III of Article L. 225-102-1;

Independence and quality control

Our independence is enshrined in the provisions of

Article L. 822-11-3 of the French Commercial Code and the Code

of Ethics governing the audit profession in France. We have also

implemented a quality control system comprising documented

policies and procedures for ensuring compliance with ethical and

professional standards, and the applicable legal and regulatory

requirements.

we checked that the Statement includes an overview of the

business model and key risks associated with the business of all

entities in the consolidated group, including, where relevant and

proportionate, risks arising from its business relationships,

products and services, as well as policies, actions and results,

including key performance indicators;

RESPONSIBILITY OF THE INDEPENDENT THIRD PARTY

we consulted source documents and carried out interviews to:

On the basis of our work, it is our responsibility to formulate a

reasoned opinion expressing limited assurance as to:

•

assess the process used to identify and confirm key risks and

the extent to which results, including key performance

indicators selected, are consistent with the key risks and policies

presented,

the Statement’s compliance with the provisions laid down in

Article R. 225-105 of the French Commercial Code;

the fair presentation of the information provided pursuant to

Point 3 of Paragraphs I and II of Article R. 225-105 of the

French Commercial Code, namely the results of policies, including

key performance indicators, and actions relating to the key risks

(hereinafter “the Information”).

• corroborate the qualitative information (actions and results) we

considered most important (see Annex). For risks relating to the

development of skills and managerial practices as well as

attracting and retaining employees, our work was carried out

at the level of the consolidating entity and at a selection of

entities (see Annex);

It is also our responsibility, at the entity’s request and outside the

scope of accreditation, to express a reasonable assurance opinion

about whether the information selected by the entity (see Annex)

has been prepared, in all material respects, in accordance with the

Guidelines.

we checked that the Statement covers the consolidated group,

i.e. all entities falling within the scope of consolidation in

accordance with Article L. 233-16, within the limits specified in

the Statement;

However, it is not our responsibility to issue an opinion on whether

the Company complies with other applicable legal and regulatory

provisions, notably as regards the vigilance plan, anti-corruption

measures and the prevention of tax evasion, nor on whether its

products and services comply with applicable regulations.

we familiarised ourselves with the internal control and risk

management procedures put in place by the entity and assessed

the collection process to ensure that the Information is complete

and accurate;

for the key performance indicators and other quantitative results

(see Annex) we considered most important, we:

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

153

CORPORATE RESPONSIBILITY

Report by the independent third party on the consolidated statement of non-financial performance presented in the management report

•

used analytical procedures to check that the data collected had

been properly consolidated, and that any changes in the data

were consistent,

of non-financial performance is not consistent with applicable

regulatory provisions and that the Information, taken as a whole, is

not presented fairly in accordance with the Guidelines.

carried out detailed, sample-based testing to check that

definitions and procedures had been properly applied and to

reconcile data with supporting documents. This work was

undertaken on a selection of contributing entities and countries

(see Annex) and covered between 55% and 91% of the

consolidated data used in the key performance indicators and

results selected for these tests;

REASONABLE ASSURANCE REPORT ON SELECTED

CSR INFORMATION

Regarding the information selected by the Company and identified

by the symbol ✔, we performed, at the request of the Company and

in line with its proactive approach, the same types of procedure as

those described in the “Nature and scope of work” section above

for the key performance indicators and the other quantitative results

that we considered to be the most important, but in a more

in-depth manner, in particular with respect to the number of tests

conducted.

we assessed the Statement’s overall consistency based on our

understanding of the Company.

We believe that the work we have undertaken, to the best of our

professional judgement, provides a sufficient basis for our limited

assurance conclusion. A higher level of assurance would have

required more extensive verification procedures.

The selected sample thus represents an average of 58% of the

workforce and between 53% and 91% of environmental data

identified by the symbol ✔.

MEANS AND RESOURCES

We believe that these procedures enable us to express a reasonable

assurance conclusion with respect to the information selected by

the Company and identified by the symbol ✔.

Our work was carried out by a team of six people between

October 2020 and February 2021 and required a total of 10 weeks.

We conducted around ten interviews with individuals responsible

for preparing the Statement, notably representing Human Resources

and Corporate Responsibility and Sustainable Development

departments.

CONCLUSION

In our opinion, the information selected by the Company and

identified by the symbol ✔ has been prepared, in all material

respects, in accordance with the Guidelines.

CONCLUSION

Based on the work performed, we did not identify any material

misstatement that would cause us to conclude that the statement

Paris La Défense, 3 March 2021

Independent third party

Mazars SAS

Bruno POUGET

Partner

Edwige REY

CSR Sustainable Development Partner

154

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Report by the independent third party on the consolidated statement of non-financial performance presented in the management report

❙

ANNEX

Key performance indicators and other quantitative results considered most important, and selection of contributing entities and countries

subjected to detailed testing.

✔Information reviewed on a reasonable assurance basis

Information

Entity/Country

Workforce by age bracket and type of employment contract ✔

France(Sopra Steria Group SA, Sopra HR Software, Sopra

Workforce (FTE) ✔

Banking Software, Beamap, Sopra Steria I2S, CIMPA SAS,

2MoRO Solutions, Galitt, SAB, Sodifrance)

New hires (o/w% women) ✔

Turnover rate for staff on permanent contracts

India(Sopra Steria India, SBS Solutions India Private Limited)

Norway(Sopra Steria AS)

Number of hours and days of training ✔

Average number of training days per employee ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, Galitt,

SAB)

India(Sopra Steria India, SBS Solutions India Private Limited)

Norway(Sopra Steria AS)

Percentage of employees with a disability ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, Galitt,

SAB)

Energy consumption per employee ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Energy consumption (offices and on-site data centres) ✔

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

United Kingdom(Sopra Banking Software Ltd, Sopra HR

Energy consumption of data centres (on-site and off-site) ✔

Proportion of electricity consumption for offices and on-site

data centres provided by renewable energies ✔

Greenhouse gas emissions from energy consumption

(offices and on-site data centres) ✔

Greenhouse gas emissions from energy consumption

of data centres (on-site and off-site) ✔

Greenhouse gas emissions – Scopes 1, 2 3 per employee

Software Limited, Sopra Steria Limited, NHS Shared Business

Services Ltd, Shared Services Connected Ltd, CIMPA Ltd, Apak

Group Limited, cxpartners)

Germany(Sopra HR Software GmbH, Sopra Banking

Software GmbH, Sopra Steria SE, ISS Software GmbH, Sopra

Steria Services GmbH, CIMPA GmbH, it-economics GmbH,

Sopra Financial Technology GmbH)/ Austria(Sopra

Steria GmbH)/ Bulgaria(it-economics Bulgaria EOOD)

Greenhouse gas emissions – Business travel ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

Poland(Sopra Steria Polska Sp. z o.o.)

Germany(Sopra HR Software GmbH, Sopra Banking

Software GmbH, Sopra Steria SE, ISS Software GmbH, Sopra

Steria Services GmbH, CIMPA GmbH, it-economics GmbH,

Sopra Financial Technology GmbH)/ Austria(Sopra

Steria GmbH)/ Bulgaria(it-economics Bulgaria EOOD)

Quantity of WEEE generated per employee ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Proportion of waste electrical and electronic

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

equipment given a second life ✔

India(Sopra Steria India, SBS Solutions India Private Limited)

Germany(Sopra HR Software GmbH, Sopra Banking

Software GmbH, Sopra Steria SE, ISS Software GmbH, Sopra

Steria Services GmbH, CIMPA GmbH, it-economics GmbH,

Sopra Financial Technology GmbH)/ Austria(Sopra

Steria GmbH)

Water consumption (offices and on-site data centres)

Water consumption per employee

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

United Kingdom(Sopra Banking Software Ltd, Sopra HR

Software Limited, Sopra Steria Limited, NHS Shared Business

Services Ltd, Shared Services Connected Ltd, CIMPA Ltd, Apak

Group Limited, cxpartners)

Spain(Sopra Steria España S.A.U., Sopra Steria Euskadi S.L.,

Sopra HR Software S.L., CIMPA PLM España S.L., Sopra Financial

Solutions Iberia S.L.)

Quantity of ”green” paper purchased per employee ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

Italy(Sopra Steria Group S.p.A., Sopra HR Software S.r.l)

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

155

CORPORATE RESPONSIBILITY

Report by the independent third party on the consolidated statement of non-financial performance presented in the management report

Information

Entity/Country

Quantity of paper and cardboard waste per employee ✔

Percentage of paper and cardboard waste recycled ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

United Kingdom(Sopra Banking Software Ltd, Sopra HR

Software Limited, Sopra Steria Limited, NHS Shared Business

Services Ltd, Shared Services Connected Ltd, CIMPA Ltd, Apak

Group Limited, cxpartners)

Spain(Sopra Steria España S.A.U., Sopra Steria Euskadi S.L.,

Sopra HR Software S.L., CIMPA PLM España S.L., Sopra Financial

Solutions Iberia S.L.)

Direct fugitive greenhouse gas emissions

(offices and on-site data centres) ✔

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

India (Sopra Steria India, SBS Solutions India Private Limited)

Greenhouse gas emissions arising from purchasing expenditure

(calculated per million euros)

France(Sopra Steria Group, Sopra HR, Sopra Banking Software,

Beamap, Sopra Steria I2S, CIMPA SAS, 2MoRO Solutions, OR

System, Galitt, Neosphere, SAB, Sodifrance)

Spain(Sopra Steria España S.A.U., Sopra HR Software S.L.,

Sopra Banking Software, CIMPA PLM España S.L.)

Germany(Sopra Steria SE, Sopra HR Software GmbH, Sopra

Banking Software GmbH, CIMPA GmbH, Sopra Financial

technology GmbH, it-economics GmbH, Cassiopae, Blue Carat)

Italy(Sopra Steria Group S.p.A., Sopra HR Software S.r.l.)

156

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of net income

Financial year

2020

Financial year

2019

Notes

(in millions of euros)

Revenue

4.1

5.1

4.2.1

4,262.9

-2,677.7

-1,062.0

-38.8

4,434.0

-2,668.5

-1,234.5

-32.5

Staff costs

External expenses and purchases

Taxes and duties

Depreciation, amortisation, provisions and impairment

Other current operating income and expenses

-189.0

4.8

-157.9

13.7

4.2.2

Operating profit on business activity

300.2

7.0%

-4.2

354.3

8.0%

-11.1

-28.9

as % of revenue

Expenses related to stock options and related items

Amortisation of allocated intangible assets

5.4

8.2

-34.8

Profit from recurring operations

261.2

6.1%

-58.9

314.2

7.1%

-31.0

as % of revenue

Other operating income and expenses

4.2.3

Operating profit

202.3

4.7%

-9.9

-15.4

-60.4

2.3

283.2

6.4%

-9.9

-14.7

-87.3

1.8

as % of revenue

Cost of net financial debt

Other financial income and expenses

Tax expense

12.1.1

12.1.2

6.1

Net profit from associates

10.1

Net profit from continuing operations

Net profit from discontinued operations

Consolidated net profit

118.9

173.1

118.9

2.8%

12.2

173.1

3.9%

12.7

as % of revenue

Non-controlling interests

14.1.5

Notes

NET PROFIT ATTRIBUTABLE TO THE GROUP

as % of revenue

106.8

160.3

2.5%

3.6%

EARNINGS PER SHARE (IN EUROS)

Basic earnings per share

Diluted earnings per share

14.2

5.27

5.25

7.92

7.88

158

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of financial position

Assets (in millions of euros)

Notes

31/12/2020

31/12/2019

Goodwill

Intangible assets

8.1

8.2

8.3

9.1

10.2

7.1

5.3

6.3

1,843.2

232.9

132.5

290.3

193.4

74.0

1,813.9

272.9

143.4

320.4

195.0

58.3

Property, plant and equipment

Right-of-use assets

Equity-accountedinvestments

Other non-current assets

Retirement benefits and similar obligations

Deferred tax assets

3.1

156.7

2.0

120.0

Non-current assets

2,926.1

954.6

410.6

2,926.0

1,074.3

348.3

Trade receivables and related accounts

Other current assets

7.2

7.3

Cash and cash equivalents

12.2

245.5

197.5

Current assets

Assets held for sale

TOTAL ASSETS

1,610.7

1,620.1

0.0

4,536.7

4,546.2

Liabilities and equity (in millions of euros)

Notes

31/12/2020

31/12/2019

Share capital

Share premium

Consolidated reserves and other reserves

20.5

531.5

845.8

20.5

531.5

820.7

Equity attributable to the Group

Non-controllinginterests

TOTAL EQUITY

1,397.8

47.6

1,372.7

49.5

14.1

1,445.4

1,422.2

Financial debt – Non-current portion

Lease liabilities – Non-current portion

Deferred tax liabilities

12.3

9.2

6.3

564.5

226.2

43.3

494.4

257.2

22.0

Retirement benefits and similar obligations

Non-current provisions

Other non-current liabilities

5.3

11.1

7.4

393.4

89.4

104.1

352.0

62.3

112.2

Non-current liabilities

1,421.1

106.6

91.3

1,300.0

217.1

84.9

Financial debt – Current portion

Lease liabilities – Current portion

Current provisions

12.3

9.2

11.1

26.6

14.8

Trade payables and related accounts

Other current liabilities

278.6

1,167.1

286.3

1,220.9

7.5

Current liabilities

Liabilities held for sale

TOTAL LIABILITIES

1,670.2

1,823.9

0.0

3,091.3

4,536.7

3,124.0

4,546.2

TOTAL LIABILITIES AND EQUITY

160

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of changes in equity

Total

Other attribu-

Consolidated

reserves compre-

table

to the controlling

Group interests

Non-

capital premium

Share Treasury and retained

hensive

income

earnings

Total

(in millions of euros)

At 31/12/2018

20.5

531.5

-42.8

903.9

Share capital transactions

Share-based payments

Transactions in treasury shares

Ordinary dividends

Changes in scope

First-time application of IFRS 16

Other movements

8.9

0.2

9.1

8.9

-3.2

-9.0

-37.6

-0.5

-22.9

-35.3

-12.2

-37.6

-0.5

-22.9

-35.4

-12.2

-39.8

20.3

-23.3

-50.8

-2.3

20.8

-0.4

-15.4

-0.1

Shareholder transactions

-3.2

-96.3

160.3

-0.1

15.8

-99.7

160.3

15.8

2.9

12.7

0.9

-96.8

173.1

16.7

Net profit for the period

Other comprehensive income

Comprehensive income

for the period

160.3

15.8

176.1

13.7

189.8

At 31/12/2019

20.5

531.5

-46.1

967.9

4.1

-7.4

Share capital transactions

Share-based payments

Transactions in treasury shares

Ordinary dividends

Changes in scope

Other movements

4.1

2.5

0.2

4.3

2.5

9.9

-4.4

3.6

-8.0

-4.4

6.7

-6.2

3.1

1.7

3.1

1.8

0.0

Shareholder transactions

9.9

1.6

106.8

0.0

-93.1

11.5

106.8

-93.1

-8.6

12.2

-5.5

2.9

118.9

-98.7

Net profit for the period

Other comprehensive income

Comprehensive income for

the period

106.8

-93.1

13.7

6.6

20.3

AT 31/12/2020

20.5

531.5

-36.2

1,076.3

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

161

-116.9

1,296.2

-101.2

1,372.7

-194.2

1,397.8

32.9

1,329.2

49.5

1,422.2

47.6

1,445.4

2020 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated cash flow statement

Financial year

2020

Financial year

2019

Notes

(in millions of euros)

Consolidated net profit (including non-controlling interests)

118.9

236.7

5.6

173.1

199.8

-2.2

9.1

-6.5

Net increase in depreciation, amortisation and provisions

Unrealised gains and losses related to changes in fair value

Expenses and income related to stock options and related items

Gains and losses on disposal

5.4

4.3

0.5

Share of net profit/(loss) of equity-accounted companies

Cost of net financial debt (including cost related to lease liabilities)

Tax expense

10.1

12.1.1

-2.3

17.5

60.4

-1.8

19.8

87.3

Cash from operations before change in working capital requirement

(A)

441.6

-82.9

43.0

478.6

-81.0

25.3

Tax paid (B)

Change in operating working capital requirement (W.C.R.) (C)

13.1

Net cash from operating activities (D) = (A+B+C)

401.7

-53.6

0.4

-2.6

0.0

-76.1

0.0

0.6

422.9

-49.8

0.1

-5.1

3.6

-62.8

2.9

-1.2

0.1

Purchase of property, plant and equipment and intangible assets

Proceeds from sale of property, plant and equipment and intangible assets

Purchase of non-current financial assets

Proceeds from sale of non-current financial assets

Cash impact of changes in scope

Dividends received (equity-accounted companies, non-consolidated securities)

Proceeds from/(Payments on) loans and advances granted

Net interest received

-0.0

Net cash from/(used in) investing activities (E)

-131.4

-0.0

-10.9

-0.0

-112.2

-0.0

-2.8

-37.6

-2.3

-72.3

-109.8

-11.3

-24.1

-15.2

Proceeds from shareholders for capital increases

Purchase and sale of treasury shares

Dividends paid to shareholders of the parent company

Dividends paid to the minority interests of consolidated companies

Proceeds from/(Payments on) borrowings

14.1.3

13.1

-4.3

-53.7

-109.4

-9.4

-25.5

0.1

Lease payments

Net interest paid (excluding interest on lease liabilities)

Additional contributions related to defined-benefit pension plans

Other cash flows relating to financing activities

5.3.1

Net cash from/(used in) financing activities (F)

-213.1

-4.8

-275.2

-2.6

Impact of changes in foreign exchange rates (G)

NET CHANGE IN CASH AND CASH EQUIVALENTS (D+E+F+G)

52.3

32.8

Opening cash position

Closing cash position

192.6

245.0

159.8

192.6

162

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The Group’s consolidated financial statements for the year ended 31 December 2020 were approved by the Board of Directors at its

meeting held on 25 February 2021.

Note 1 Accounting policies

164

Note 9 leases

195

196

1.1.

1.2.

1.3.

9.1.

9.2.

Basis of preparation

Right-of-use assets by category of leased assets

Breakdown of lease liabilities by maturity

Application of new standards and interpretations

Impact of the Covid-19 crisis on the consolidated

financial statements for the period

164

165

Note 10 Equity-accounted investments

196

197

1.4.

1.5.

Material estimates and accounting judgments

10.1.

10.2.

Net profit from associates

Format of the financial statements and foreign

currency translation

Carrying amount of investments in associates

165

Note 11 Provisions and contingent liabilities

198

199

Note 2 Scope of consolidation

166

167

168

11.1.

11.2.

Current and non-current provisions

Contingent liabilities

2.1.

2.2.

Main acquisitions

Other changes in scope

Note 12 Financing and financial risk management

200

201

Note 3 Segment information

169

170

12.1.

12.2.

12.3.

12.4.

12.5.

Financial income and expenses

Cash and cash equivalents

3.1.

3.2.

3.3.

Results by reporting unit

Revenue by geographic area

Non-current assets by geographic area

Financial debt – Net financial debt

Derivatives reported in the balance sheet

Financial risk management

201

203

205

Note 4 Operating profit

170

4.1.

4.2.

Breakdown of revenue by reporting unit

170

Note 13 Cash flows

213

215

Other operating income and expenses included

in Operating profit

13.1.

13.2.

13.3.

Change in net financial debt

173

Reconciliation of WCR with the cash flow statement

Other cash flows in the consolidated cash flow

statement

Note 5 Employee benefits and share-based payments

174

175

182

183

216

5.1.

5.2.

5.3.

5.4.

5.5.

Staff costs

Workforce

Note 14 Equity and earnings per share

216

217

Retirement benefits and similar obligations

Share-based payments

14.1.

14.2.

Equity

Earnings per share

Senior management compensation (related parties)

Note 15 Related-party transactions

218

Note 6 corporate income tax

184

185

15.1.

Transactions with equity-accounted associates

and non-consolidated entities

6.1.

6.2.

6.3.

Tax expense

218

Reconciliation of statutory and effective tax expense

Deferred tax assets and liabilities

15.2.

Subsidiaries and equity interests

Note 16 Off-balance sheet commitments

219

Note 7 Components of the working capital requirement

and other financial assets and liabilities

16.1.

16.2.

Commitments given related to current operations

Commitments received

186

188

189

190

7.1.

7.2.

7.3.

7.4.

7.5.

Other non-current financial assets

Trade receivables and related accounts

Other current assets

Note 17 Subsequent events

219

220

223

Other non-current liabilities

Other current liabilities

Note 18 List of group companies

Note 19 Statutory auditors’ fees

Note 8 Property, plant and equipment and intangible

assets

190

193

194

8.1.

8.2.

8.3.

Goodwill

Other intangible assets

Property, plant and equipment

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

163

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

NOTE 1

ACCOUNTING POLICIES

The main accounting policies applied in the preparation of the

consolidated financial statements are presented below. They have

been applied consistently for all of the financial years presented.

1.3. Impact of the Covid-19 crisis

on the consolidated financial

statements for the period

The Covid-19 pandemic has caused major operational difficulties in

terms of business continuity, organisational adaptation, personal

health and safety and compliance with public health measures. It

has had an impact on the Group’s consolidated financial statements

as well as on the estimates it uses to measure certain assets,

liabilities, income and expenses and on liquidity risk.

1.1. Basis of preparation

The consolidated financial statements for the year ended

31 December 2020 have been prepared in accordance with

International Financial Reporting Standards (IFRS) as published by

the IASB and adopted by the European Union. Information on these

standards is provided on the European Commission website:

https://ec.europa.eu/info/business-economy-euro/company-

reporting-and-auditing/company-reporting/financial-

In terms of the presentation of the financial statements, the Group’s

performance was broadly affected across all the lines of its

income statement. In France, neither the Autorité des Marchés

Financiers (AMF) nor the Autorité des Normes Comptables (ANC)

recommend using non-recurring profit or loss line items to

systematically recognise the consequences of Covid-19. Instead,

they recommend providing a targeted line-by-line explanation in the

notes, and only using non-recurring profit or loss line items to

recognise the income and expenses that are usually recorded there.

reporting_en#ifrs-financial-statements.

1.2. Application of new standards

and interpretations

As such, the Group recognised the entire impact of operations not

running at full capacity due to the crisis within operating profit on

business activity. This impact included the suspension or

discontinuation of contracts with customers, partially offset by a

reduction in staff costs related to the implementation of furlough

measures and by the reduction in certain expense items, such as

travel expenses. In parallel, in certain countries it began to

implement business reorganisation and restructuring measures, the

impact of which was recognised within Other operating income and

expenses, part of Operating profit (see Note 4.2.3), in addition to

the measures that had already been decided prior to the crisis.

1.2.1.

New mandatory standards and interpretations

The new standards, amendments to existing standards and

interpretations adopted by the European Union are required for

accounting periods beginning on or after 1 January 2020 are

mainly the following:

Amendment to IFRS 3 Definition of a Business: This amendment

had no impact on the period;

Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate

Benchmark Reform: At this stage, the Group has not identified

any material impact of this amendment;

In addition, the consequences of the crisis led to the recognition of

impairment losses. Certain assets (such as customer relationships

and operating licences) were written down because the economic

benefits expected no longer support the carrying amount. The

Covid-19 crisis is the sole reason for this situation. The impact of

these asset impairment charges was recognised within Other

operating income and expenses, part of Operating profit (see

Note 4.2.3), in addition to the measures that had already been

decided prior to the crisis.

Amendments to IAS 1 Presentation of Financial Statements and

to IAS 8 Accounting Policies, Changes in Accounting Estimates

and Errors. These changes concern how the term “material” is

defined.

Application of the amendment to IFRS 16 Covid-19-Related Rent

Concessionsis mandatory for periods beginning on or after 1 June

2020. It was adopted by the European Union on 12 October. This

amendment introduces a practical expedient to account for a rent

concession obtained as a result of the Covid-19 pandemic as if it

were not a lease modification, and to recognise the impact directly

in profit or loss for the period. It may be adopted early, and its

effect on the period is not material.

Finally, the Group incurred additional logistics costs to allow

employees to work remotely and to address the health-related

issues – social distancing in particular – at all its offices. These

non-recurring, unusual additional costs were treated as Other

operating income and expenses within Operating profit (see

Note 4.2.3).

1.2.2.

Standards and interpretations published by the

IASB but not applied early

The crisis has also affected the estimates the Group uses to measure

certain assets, liabilities, income and expenses. In particular, this is

mainly relevant and decisive for the assumptions and estimates used

to measure the recoverable amount of intangible assets, primarily

goodwill, as described in Note 8.1.3.

No new standards or interpretations were published by the IASB.

Finally, the assessment of the consequences of the crisis on liquidity

risk is detailed in Note 12.5.1.

164

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

indicator is used internally by management to assess performance. It

corresponds to Profit from recurring operationsbefore:

1.4. Material estimates

and accounting judgments

The preparation of financial statements entails the use of estimates

and assumptions in measuring certain consolidated assets and

liabilities, as well as certain income statement items. Group

management is also required to exercise judgment in the application

of its accounting policies.

the expense relating to the costs and benefits granted to the

recipients of stock option, free share and employee share

ownership plans;

the amortisation of allocated intangible assets.

Operating profit is then obtained by taking Profit from recurring

operations and subtracting Other operating income and

expenses. The latter contains any material items of operating

income and expenses that are unusual, abnormal, infrequent or

unpredictable, presented separately in order to give a clearer picture

of performance based on ordinary activities.

Such estimates and judgments, which are continually updated, are

based both on historical information and on a reasonable

anticipation of future events according to the circumstances.

However, given the uncertainty implicit in assumptions as to future

events, the related accounting estimates may differ from the

ultimate actual results.

Finally, in the analysis of Change in net financial debt, the Group

splits out EBITDA. This figure corresponds to Operating profit on

business activity, after adding back in the depreciation, amortisation

and provisions included in the latter indicator.

The main assumptions and estimates that may leave scope for

material adjustments to the carrying amounts of assets and liabilities

in the subsequent period are as follows:

1.5.2.

Foreign currency translation

measurement of the recoverable amount of property, plant and

a- Functional and presentation currencies

equipment and intangible assets, and of goodwill in particular,

which was particularly relevant in this period (see Note 8.1);

Items included in the financial statements of each Group entity are

measured using the currency of the primary economic environment

in which that entity operates, i.e. its “functional currency”.

measurement of the recoverable value of shares held in

associated companies recorded in the balance sheet (see

Note 10.2);

The consolidated financial statements are presented in euros, the

functional and presentation currency of the Sopra Steria Group

parent company.

measurement of retirement benefit obligations (see Note 5.3);

revenue recognition (see Note 4.1);

b- Translation of the financial statements of foreign

subsidiaries

lease terms and the valuation of assets and liabilities recognised

for leased assets (see Note 9);

The accounts of all Group entities whose functional currency differs

from the Group’s presentation currency are translated into euros as

follows:

measurement of deferred tax assets (see Note 6.3);

amounts payable to non-controlling interests (see Note 7.4);

provisions for contingencies (see Note 11.1).

assets and liabilities are translated at the end-of-period

exchange rate;

Finally, amid the current coronavirus crisis, Group management

believes there is no uncertainty concerning its status as a going

concern given the healthy level of its liquidity and the sustained

level thereof throughout the year (see Note 12).

income, expenses and cash flows are translated at the average

exchange rate for the period;

all resulting foreign exchange differences are recognised as a

distinct equity component under Other comprehensive income

and included in Accumulated translation reserves within equity

(see Note 14.1.4).

1.5. Format of the financial

statements and foreign

currency translation

In accordance with IAS 21 The Effects of Changes in Foreign

Exchange Rates, translation gains and losses arising from the

translation of net investments in foreign operations are

recognised as a distinct component of equity. Translation gains

and losses in respect of intercompany loans are considered an

integral part of the Group’s net investment in the foreign

subsidiaries in question.

1.5.1.

Format of the financial statements

With regard to the presentation of its consolidated financial

statements, Sopra Steria Group applies Recommendation 2013-03

of the French Accounting Standards Authority (Autorité des Normes

Comptables – ANC) of 7 November 2013 on the format of the

income statement, the cash flow statement and the statement of

changes in equity.

When a foreign operation is divested, the cumulative translation

difference is recycled to profit or loss as part of the gain or loss

arising on disposal.

Goodwill and fair value adjustments arising on the acquisition of

foreign operations are treated as assets and liabilities of the

operation and, as such, are translated at the end-of-period

exchange rate.

The format of the income statement was adapted several years ago

to improve the presentation of the Company’s performance, with

the addition of a financial aggregate known as Operating profit on

business activity before Profit from recurring operations. This

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The primary applicable exchange rates for the translation of the main foreign currencies used within the Group are as follows:

Average rate for the period

Financial year 2020 Financial year 2019

Period-end rate

31/12/2020

1/Currency

31/12/2019

Danish krone

Norwegian krone

Swedish krona

Tunisian dinar

Moroccan dirham

US dollar

7.4542

10.7228

10.4848

3.2015

10.8224

1.1422

7.4661

9.8511

10.5891

3.2801

10.7649

1.1195

7.4409

10.4703

10.0343

3.2898

10.8947

1.2271

7.4715

9.8638

10.4468

3.1143

10.7311

1.1234

Canadian dollar

Singapore dollar

CFA franc (BCEAO)

CFA franc (BEAC)

Swiss franc

1.5300

1.5742

655.9570

1.0705

1.4855

1.5273

655.9570

1.1124

1.5633

1.6218

655.9570

1.0802

1.4598

1.5111

655.9570

1.0854

Bulgarian lev

1.9558

Lebanese pound

Pound sterling

Brazilian real

1,729.8344

0.8897

1,690.7353

0.8778

1,875.0291

0.8990

1,697.0740

0.8508

5.8943

4.4134

6.3735

4.5157

Russian ruble

Indian rupee

Chinese yuan

Polish zloty

82.7248

84.6392

7.8747

72.4553

78.8361

7.7355

91.4671

89.6605

8.0225

69.9563

80.1870

7.8205

4.4430

4.2976

4.5597

4.2568

c- Translation of foreign currency transactions

d- Hyperinflation in Lebanon

Transactions denominated in foreign currencies are translated to the

functional currency at the exchange rate applying on the transaction

date. Foreign exchange gains and losses arising on settlement, as

well as those arising from the translation of monetary assets and

liabilities that are denominated in foreign currencies at the

end-of-period exchange rate, are recognised in profit or loss under

Other current operating income and expenses for transactions

hedged against foreign currency risk and under Other financial

income and expenses for all other transactions.

During the financial year, the Lebanese economy was determined to

be a hyperinflationary economy. IAS 29 Financial Reporting in

Hyperinflationary Economies lays down the restatements that need

to be carried out in such circumstances.

The US dollar is the functional currency of the Group’s subsidiary in

Lebanon. As a result, the standard does not require any

adjustments.

NOTE 2

SCOPE OF CONSOLIDATION

Consolidation methods

Sopra Steria Group SA is the consolidating company.

Investments in entities over which the Group exerts significant

influence (associates) are accounted for under the equity

method. Significant influence is deemed to exist, unless clearly

demonstrated not to be the case, when a parent company

directly or indirectly holds 20% or more of the voting rights of

the investee.

The companies over which Sopra Steria Group has exclusive

control are fully consolidated. An investor controls an investee

where that investor is exposed, or has rights, to variable

returns from its involvement with the investee and has the

ability to affect those returns through its power over the

investee. Consequently, an investor controls an investee if and

only if all the following criteria are met:

Intercompany transactions as well as balances and unrealised

profits on transactions between Group companies are

eliminated.

it has power over the investee;

The accounts of all consolidated companies are prepared as at

31 December. Where applicable, those accounts have been

restated to ensure the consistency of accounting and

measurement rules applied by the Group.

it is exposed – or has rights – to variable returns from its

involvement with the investee;

it has the ability to exercise its power over the investee in such a

way as to affect the amount of returns it obtains.

The scope of consolidation is presented in Note 18.

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Notes to the consolidated financial statements

2.1. Main acquisitions

Sodifrance– On 16 September 2020, Sopra Steria Group finalised the acquisition of a controlling interest representing 94.03% of the

share capital of Sodifrance, followed by a delisting offer to bring its interest to 100%. Sodifrance is a digital services company with

substantial expertise in the insurance and social security sector. The transaction will give Sopra Steria a leadership position in France in

these areas.

Sodifrance and its subsidiaries have been consolidated in

Sopra Steria’s financial statements from 16 September 2020

onwards.

Based on the current stage of the inventory of assets acquired and

liabilities assumed, the Group has identified, valued and recognised

customer relationships for 18.0 million. This business is part of the

“France” cash-generating unit.

The provisional allocation of goodwill breaks down as follows:

Sodifrance

(in millions of euros)

Total assets acquired

74.7

Total liabilities assumed

-72.2

Total net assets acquired/(net liabilities assumed)

Minority interests

2.5

Purchase price

60.5

GOODWILL

58.0

Fidor Solutions – On 31 December 2020, the Group acquired, via its Sopra Banking Software subsidiary, full ownership of Fidor

Solutions’ share capital. Fidor Solutions has developed products and digital services that meet front- and middle-office challenges for

digital banking. This acquisition will significantly accelerate the pace of development and marketing of Sopra Banking Software’s digital

solutions.

This business is part of the “Sopra Banking Software”

cash-generating unit.

acquisition did not generate any goodwill. This allocation as of

31 December 2020 is provisional.

The net assets of Fidor Solutions (the sum of assets acquired and

liabilities assumed) corresponds to the price paid; as such, the

SAB – On 3 July 2019, Sopra Steria, via its subsidiary Sopra Banking Software, acquired 70% of the share capital of SAB, a group

considered to be one of France’s leading core banking software developers.

SAB and its subsidiaries have been consolidated in Sopra Steria’s

Based on the inventory of assets acquired and liabilities assumed,

the Group identified, valued and recognised customer relationships

for 8.4 million and enterprise software for 9.2 million. This

business is part of the “Sopra Banking Software” cash-generating

unit.

financial statements since 3 July 2019. Under the terms of this

acquisition, Sopra Banking Software granted SAB’s minority

shareholders a put option for their shares, representing the 30%

stake not yet owned by the Group. This option was exercised in

July 2020 at a value of 37.6 million (see Note 7.5).

The allocation of goodwill is now final and breaks down as follows:

SAB

(in millions of euros)

Total assets acquired

56.9

Total liabilities assumed

-49.1

Total net assets acquired/(net liabilities assumed)

Minority interests

7.8

2.3

Purchase price

70.4

GOODWILL

65.0

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Sopra Financial Technology GmbH– On 2 August 2019, Sopra Steria Group – the Group’s parent company – acquired 51% of the

share capital of Sopra Financial Technology GmbH, the entity tasked by German banking network Sparda’s cooperative banks with the

development, maintenance and operation of their shared information system.

The identification of assets acquired and liabilities assumed has now

been completed, leading to the measurement and recognition of

8.0 million in enterprise software.

as a distinct reporting unit. Due to its operational characteristics, it

constitutes its own cash-generating unit, which is included in the

“Other Europe” group.

The performance of Sopra Financial Technology GmbH is

individually monitored and Sopra Steria’s management identifies it

The allocation of goodwill breaks down as follows:

SFT

(in millions of euros)

Total assets acquired

151.5

Total liabilities assumed

-119.5

Total net assets acquired/(net liabilities assumed)

Minority interests

32.1

15.7

Purchase price

22.6

GOODWILL

6.3

Other– On 10 January 2020 the Group, viaits subsidiary Galitt, acquired 100% of ADN’co, a French consulting firm specialising in the

payment systems market. The assets acquired and liabilities assumed totalled 0.2 million, and goodwill totalled 2.0 million.

On 2 March 2020, the Group acquired cxpartners, a UK-based

consultancy specialising in customer experience and user-centred

liabilities assumed totalled -0.1 million, and provisional goodwill

totalled 5.8 million.

design, via its subsidiary Sopra Steria Ltd. The assets acquired and

Business combinations

•

The Group applies IFRS 3 Business Combinations to the

identified assets acquired and liabilities assumed as a result of

business combinations. The acquisition of an asset or a group of

assets that does not constitute a business is recognised under the

standards applicable to those assets.

the net amount of the identifiable assets acquired and

liabilities assumed.

The decision of how to measure non-controlling interests is

made on an acquisition-by-acquisition basis and leads to the

recognition of either full goodwill (should the fair value method

be used) or partial goodwill (should a share of the fair value of

the identifiable assets acquired and liabilities assumed be used).

The Group recognises all business combinations by applying the

acquisition method, which consists in:

the measurement and recognition at fair value of the

The acquisition date is the date on which the Group effectively

obtains control of the acquiree.

identifiable assets acquired and liabilities assumed. The Group

identifies and allocates these items on the basis of contract

provisions, economic conditions, and its accounting and

management policies and procedures;

The purchase price of the acquiree is the fair value, at the

acquisition date, of the elements of consideration transferred to

the seller in exchange for control of the acquiree, to the

exclusion of any consideration for a transaction separate from

the business combination.

the measurement of any non-controlling interest in the

acquiree either at its fair value or based on its share ofthe fair

value of the identifiable assets acquired and liabilities

assumed;

If the initial accounting for a business combination can only be

determined provisionally for the reporting period in which the

combination takes place, the acquirer recognises the

combination using provisional amounts. The acquirer must then

recognise adjustments to those provisional amounts as the

accounting for the business combination is completed within

12 months of the acquisition date.

the measurement and recognition at the acquisition date of

the difference (referred to as goodwill) between:

•

the purchase price of the acquiree plus the amount of any

non-controlling interests in the acquiree, and

2.2. Other changes in scope

In 2020, no other material changes in scope took place.

On 28 June 2019, the Group sold 100% of its recruitment subsidiary in the United Kingdom, Sopra Steria Recruitment Ltd. It recorded a

gain on disposal of 1.4 million, net of costs to sell, which is shown under Other non-current operating income and expenses (see

Note 4.2).

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Notes to the consolidated financial statements

NOTE 3

SEGMENT INFORMATION

3.1. Results by reporting unit

a. France

Financial year 2020

Financial year 2019

(in millions of euros)

Revenue

1,655.6

111.9

104.8

84.9

1,813.1

Operating profit on business activity

Profit from recurring operations

Operating profit

6.8%

6.3%

5.1%

175.5

167.2

156.9

9.7%

9.2%

8.7%

b. United Kingdom

Financial year 2020

Financial year 2019

(in millions of euros)

Revenue

699.8

56.0

44.1

27.7

771.5

56.1

43.8

42.3

Operating profit on business activity

Profit from recurring operations

Operating profit

8.0%

6.3%

4.0%

7.3%

5.7%

5.5%

c. Other Europe

Financial year 2020

Financial year 2019

(in millions of euros)

Revenue

1,249.0

101.0

96.5

1,152.9

77.4

Operating profit on business activity

Profit from recurring operations

Operating profit

8.1%

7.7%

6.6%

6.7%

6.3%

5.7%

73.0

66.1

82.4

d. Sopra Banking Software

Financial year 2020

Financial year 2019

(in millions of euros)

Revenue

421.6

10.5

-4.1

438.9

4.9

-8.9

Operating profit on business activity

Profit from recurring operations

Operating profit

2.5%

-1.0%

-2.5%

1.1%

-2.0%

-4.1%

-10.6

-18.0

e. Other Solutions

Financial year 2020

Financial year 2019

(in millions of euros)

Revenue

236.9

20.8

19.9

17.9

257.5

40.3

39.1

35.9

Operating profit on business activity

Profit from recurring operations

Operating profit

8.8%

8.4%

7.5%

15.7%

15.2%

14.0%

f. Group

Financial year 2020

Financial year 2019

(in millions of euros)

Revenue

4,262.9

300.2

261.2

202.3

4,434.0

354.3

314.2

283.2

Operating profit on business activity

Profit from recurring operations

Operating profit

7.0%

6.1%

4.7%

8.0%

7.1%

6.4%

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Under IFRS 8, segment information is based on internal

management data used by the Chief Executive Officer, the

company officer with ultimate responsibility for the Group’s

operational decisions.

the “Other Europe” reporting unit, comprising the Consulting,

Systems Integration, IT Infrastructure Management and

Cybersecurity activities in European countries other than France

and those in the United Kingdom (Germany, Norway, Sweden,

Denmark, Spain, Italy, Belgium, Luxembourg and Switzerland),

including the Sopra Financial Technology GmbH banking

services platform in Germany;

The Group organisational structure reflects both its businesses and

the geographic distribution of its activities.

The segments presented correspond to five reporting units:

the “Sopra Banking Software” reporting unit, comprising the

Core Banking and Specialised Lending Solutions businesses;

the “France” reporting unit, comprising the Consulting, Systems

Integration, IT Infrastructure Management and Cybersecurity

activities in this geographic area;

the “Other Solutions” reporting unit, comprising the Human

Resources and Real Estate Management Solutions businesses.

the “United Kingdom” reporting unit, comprising the

Consulting, Systems Integration, IT Infrastructure Management,

Cybersecurity and Business Process Services activities in this

geographic area;

3.2. Revenue by geographic area

France

Outside France

Total

(in millions of euros)

Financial year 2019

2,186.7

2,247.3

4,434.0

Financial year 2020

2,033.7

2,229.2

4,262.9

The above breakdown is based on geographic area and does not represent the reporting units presented in Note 3.1.

3.3. Non-current assets by geographic area

United Other European

France

Kingdom

countries

Other countries

Total

(in millions of euros)

Goodwill

Intangible assets

Property, plant and equipment

827.7

92.0

61.1

674.3

78.5

16.8

339.2

62.2

42.1

2.0

0.1

12.5

1,843.2

232.9

132.5

The above breakdown is based on geographic area and does not represent the reporting units presented in Note 3.1.

NOTE 4

OPERATING PROFIT

4.1. Breakdown of revenue by reporting unit

Financial year 2020

Financial year 2019

(in millions of euros)

France

United Kingdom

Other Europe

Sopra Banking Software

Other Solutions

1,655.6

699.8

1,249.0

421.6

38.8%

16.4%

29.3%

9.9%

1,813.1

771.5

1,152.9

438.9

40.9%

17.4%

26.0%

9.9%

236.9

5.6%

257.5

5.8%

TOTAL REVENUE

4,262.9

100.0%

4,434.0

100.0%

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Notes to the consolidated financial statements

Revenue mainly comprises revenue from services recognised on a

percentage-of-completion basis, around 98.5% of which consists of

Implementation, consulting and assistance services provided on a

time-and-materials basis; outsourcing; infrastructure management;

third-party application maintenance; and development.

those included in a contract for which the initial expected term

does not exceed one year: the Group only applies this exemption

to software maintenance royalty-type services, for which the fixed

term of the majority of contracts does not exceed one year.

On this basis, within the limits set by the standard, revenue not yet

recognised that is allocated to performance obligations not yet

fulfilled is only attributable to services under fixed-price contracts

and, to a lesser extent, sales of licences for which control has not

yet been transferred to customers. It amounted at least

816.1 million at 31 December 2020. Most of it will be recognised

in revenue in the following financial year.

The transaction price allocated to performance obligations not yet

satisfied at 31 December 2020 is determined by applying the

exemptions provided by the standard, which enable the following

performance obligations to be excluded in determining this value:

those performed on the basis of the actual use of billable services:

implementation, consulting and assistance services provided on a

time-and-materials

basis;

outsourcing;

infrastructure

management; and third-party application maintenance (corrective

maintenance);

Revenue recognition

completion of project milestones. It can also include a financial

component or a consideration payable to the client.

Revenue recognition should reflect the transfer of control of goods

or services promised to the customer for the amount of the

consideration the Group expects in return.

At the contract’s inception, variable consideration is only taken

into account in the amount for which the Group deems it highly

probable that there will not be a material decrease in revenue in

subsequent periods, and provided it is not subject to factors

outside the Company’s influence. This variable consideration is

allocated to the performance obligations pro rata to their

respective standalone selling price if it cannot be otherwise

allocated.

a. General principles

i. Identifying the contract with the customer

Revenue recognition for a contract or a group of contracts must

meet five criteria: the contract must have commercial substance

(generation of future cash flows for the Group), the parties must

have approved the contract and have pledged to meet their

respective obligations, the rights and obligations of each partyare

identified, the payment conditions are identifiable, and the

customer has the ability and intention to pay that amount of

consideration in exchange for the goods and services provided.

A financial component included in the transaction price is

identified if it is material and if the period between completion

and payment exceeds twelve months or if the timing to fulfil the

services diverges substantially from that of the payments. This

material financial component results in an adjustment to revenue

and is recorded as financial income in Other financial income,

where the Group finances the customer or as a financial expense

in Other financial expenses, where the customer finances the

Group through the payment of advances.

ii. Identifying the performance obligations in the contract

The contract or group of contracts may include one or more

performance obligations: single-service or multi-component

arrangements. A performance obligation is distinct if it meets two

conditions. First, the underlying good or service must be distinct in

absolute terms: the customer can benefit from the good or service

either on its own or through readily available market resources.

The good or service must also be distinct with respect to the

contract, necessitating an analysis of the transformation

relationship between the various goods and services comprising

the contract. This relationship does not exist if the good or service

is not used to produce other goods or services covered in the

contract; it does not significantly modify or customise another

good or service promised in the contract; or it is not highly

dependent on, or highly interrelated with, other goods or services

promised in the contract.

A consideration payable to the customer is deducted from the

contract’s transaction price if it does not correspond to aseparate

service provided by the customer. Otherwise, it is recognised as an

operating expense.

iv. Allocating the transaction price to the various

performance obligations identified

The transaction price is allocated to each performance obligation

identified in the contract pro rata to the standalone selling prices

of each underlying good or service. The standalone selling price is

the price of the performance obligation as if it were sold

separately. It is generally based on list prices, similar past

transaction prices and observable market prices. With certain

multi-component arrangements, essentially relating to software

solutions, the Group may need to estimate the licence’s

standalone selling price using a residual approach; this

corresponds to the contract’s transaction price less the standalone

selling prices of the other performance obligations.

iii. Determining the transaction price

Once the contract’s existence is validated and the various

performance obligations identified, the contract’s transaction price

must be determined and allocated to the various completed

performance obligations.

The contract’s transaction price may include variable

consideration, generally in the form of discounts, reductions, or

penalties or, conversely, bonuses, and may be subject to the

The amount allocated to each performance obligation identified in

the contract is recognised in revenue when control of the

underlying goods or services promised in the contract is

transferred to the customer.

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

v. Recognising revenue

The costs of fulfilling or implementing a contract are costs directly

related to the contract, which are necessary to satisfying

performance obligations in the future and are expected to be

recovered. They do not meet the criteria defined in the general

principles to constitute a distinct performance obligation.

The control of a good or service is transferred to the customer over

time

(requiring

revenue

recognition

percentage-of-completion basis) solely if one of the following

three criteria is met:

Certain third-party application maintenance, infrastructure

management or outsourcing contracts may include transition and

transformation phases. In basic contracts, these activities are

combined for the purpose of preparing the operating phase. They

are not distinct from subsequent services to be rendered. In this

case, they represent costs to implement the contract. They are

capitalised and recognised in Inventories and work in progress

(Other current assets).

the customer simultaneously receives and consumes the benefits

of performance as it occurs;

the performance creates or enhances an asset that the customer

controls as the asset is created or developed;

if neither of the first two criteria apply, the revenue generated

by performance under a fixed-price contract can only be

recognised on a percentage-of-completion basis if the asset

created has no alternative use for the Group and the Group has

an enforceable right to payment for the performance completed

to date.

Conversely, in more complex or sizeable contracts, the

transformation phase is often longer and more significant. This

generally occurs prior to operations or parallel to temporary

operations to define a target operating model. In these situations,

this service often represents a distinct performance obligation.

Services not yet rendered or partially invoiced are presented on the

balance sheet in Customer contract assetsunder Trade receivables

and related accounts. Services invoiced but not totally fulfilled are

presented on the balance sheet in Customer contract liabilities

under Other current liabilities. Customer contract assets and

liabilities are presented on a net basis for each individual contract.

Licences in SaaS mode require preparatory phases (functional

integration, set-up of the technical environment) in order toreach

a target operating phase. These are not distinct performance

obligations but represent costs to implement the contract that are

capitalised and recognised in Inventories and work in progress

(Other current assets).

If a fixed-price contract becomes loss-making, the loss on

completion is automatically provided for in Provisions for

contingencies and losses.

The costs of fulfilling or implementing a contract capitalised in

Inventories and work in progress (Other current assets) are

released to profit or loss in a pattern consistent with revenue

recognition and never give rise to the recognition of revenue.

b. Practical application: Revenue recognition for services

performed by the Group on behalf of customers

i. Costs of obtaining a contract

iii. Production, consulting and assistance services

The costs of obtaining a contract are capitalised in assets if two

conditions are met: they would not have been incurred had the

contract not been obtained, and they are recoverable. They can

include sales commissions if these are specifically and solely linked

to obtaining a contract and were not therefore granted in a

discretionary manner.

provided on a time-and-materials basis; outsourcing;

infrastructure

management;

and

third-party

application maintenance (corrective maintenance)

Revenue from implementation, consulting and assistance services

provided on a time-and-materials basis; outsourcing; infrastructure

management; and third-party application maintenance (corrective

maintenance) is recognised, in accordance with the general

principles, when the customer simultaneously receives and

consumes the benefits of the service. Revenue is recognised based

on time spent or another billable unit of work.

ii. Costs of fulfilling a contract: Transition/transformation

phases of third-party application maintenance,

infrastructure management and outsourcing contracts,

preparatory phase for licences in SaaS mode

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Notes to the consolidated financial statements

iv. Services covered by fixed-price contracts

A right to access corresponds to the development of solutions in

SaaS mode. Changes at any time made by the developer to the

solution that expose the customer to any positive or negative

effects do not represent a service for the customer. In this

situation, revenue is recognised as and when the customer

receives and consumes the benefits provided by performance.

Revenue from services performed under fixed-price contracts is

recognised over time (rather than at a specific date), in accordance

with general revenue recognition principles, using the

percentage-of-completion method in the following two situations:

the services are performed in the customer’s environment or

enhance a customer’s asset. The customer obtains control as the

asset is created or developed;

If the nature of the licence granted to the customer does not

correspond to the definition of a right to access, it is a right to

use. In this situation, revenue from the licence shall be recognised

on delivery when all the obligations stipulated in the contract have

been met.

the contract provides for the development of highly specific assets

in the Group’s environment (e.g. solutions) prior to

implementation in the customer’s infrastructure. The contract also

provides for settlement of the value of such services in the event of

termination for convenience (where the customer is entitled to do

so). The Group has no alternative use for the asset created and has

an enforceable right to payment for performance completed to

date.

A licence sale in the form of a subscription may be considered the

sale of either a right to access an asset or a right to use an asset,

depending on the rights and obligations set out in the lease

signed with the customer.

vi. Principal/Agent distinction

Revenue and profit generated over time by services performed

under fixed-price contracts are recognised based on a technical

estimate of the degree of completion, measured as the difference

between the contract value and the amount required to cover the

total number of person-days remaining to be performed.

Should the analysis of a contract in accordance with the general

principles identify the resale of goods or services as a distinct

performance obligation, it is necessary to determine whether the

Group is acting as an agent or a principal. It is acting as an agent

if it is not responsible to the customer for satisfying the

performance obligation and for the customer’s acceptance, if

there is no transformation of the goods or services and there isno

inventory risk. In this situation, revenue is recognised for a net

amount corresponding to the agent’s margin or a commission.

Otherwise, where it obtains control of the good or serviceprior to

its transfer to the end-customer, it is acting as a principal. Revenue

is recognised for the gross amount and external purchases are

recorded in full as an operating expense.

v. Licences

Should the analysis of a contract in accordance with the general

principles identify the delivery of a licence as a distinct

performance obligation, control is transferred to the customer

either at a point in time (grant of a right to use), or over time

(grant of a right to access).

4.2. Other operating income and expenses included in Operating profit

Aside from the staff costs detailed in Note 5, Operating profitmainly includes the following items:

4.2.1.

External expenses and purchases included in Operating profit on business activity

Financial year 2020

Financial year 2019

(in millions of euros)

Project subcontracting purchases

Purchases held in inventory of equipment and supplies

Goods purchases and changes in inventory

Leases

Maintenance and repairs

Subcontracting

Remuneration of intermediaries and fees

Advertising and public relations

Travel and entertainment

Telecommunications

Other expenses

-630.3

-17.1

-79.0

-40.5

-77.6

-12.9

-73.5

-13.1

-55.6

-26.0

-36.5

59.3%

1.6%

7.4%

3.8%

7.3%

1.2%

6.9%

1.2%

5.2%

2.4%

3.4%

-710.9

-23.0

-61.3

-36.3

-73.7

-20.4

-84.1

-20.5

-144.9

-24.0

-35.3

57.6%

1.9%

5.0%

2.9%

6.0%

1.7%

6.8%

1.7%

11.7%

1.9%

2.9%

TOTAL

-1,062.0

100%

-1,234.5

100%

Lease expenses only included costs excluded or exempt from the application of IFRS 16 Leases (see Note 9.1).

4.2.2. Other current operating income and expenses included in Operating profit on business activity

Other current operating income and expensesamounting to income of 4.8 million (income of 13.7 million in 2019) mainly comprised net

foreign exchange gains of 3.3 million (10.5 million in 2019), which covered the foreign exchange impact of other components of

Operating profit on business activity.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

173

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

4.2.3.

Other operating income and expenses included in Operating profit

Financial year

2020

Financial year

2019

(in millions of euros)

Expenses arising from business combinations (fees, commissions, etc.)

Net restructuring and reorganisation costs

-3.1

-44.6

-6.6

-38.0

-3.6

-3.3

-31.6

-1.3

-30.3

Integration and reorganisation of activities

Separation costs

Asset impairment

Other operating expenses

-7.5

-1.3

Total other operating expenses

Other operating income

-58.9

-36.2

5.2

Total other operating income

5.2

TOTAL

-58.9

-31.0

Other operating income and expenses for 2020 consisted of: (i) the

expenses and income usually recognised within this line item and

comparable to those recorded in 2019; and (ii) costs resulting from

the consequences of Covid-19 for 15.6 million.

It is supplemented by certain costs generated by the coronavirus

crisis. The Group decided to implement certain restructuring

measures for 4.3 million in 2020, mainly in India, Sweden and

Spain. In addition, it also decided to restructure certain activities on

which the crisis has had a significant, lasting impact, such as the

aeronautics sector, and for certain concerned staff it implemented

upskilling plans to eventually reassign them to positions outside the

scope of their initial training and less impacted by the crisis. The

costs of these measures came to 3.3 million in 2020, mainly in

France.

The amount of item (i) comprised the restructuring costs of

business reorganisations carried out mainly in the United Kingdom,

France and Germany for 37.1 million (8.2 million, 15.1 million

and 8.1 million respectively) of which 33.8 million related to

resource adjustments and 3.3 million to reorganisation costs of

premises and activities. It also included5.3 million impact of the

21 October cyberattack, and the positive 4.7 million impact of a

reversal of a provision for tax risks other than income tax. In2019,

for comparison, the Group reorganised its activities, mainly in

France (7.4 million), in Consulting and Systems Integration, at

Sopra Banking Software (5.2 million), in Spain (4.1 million) and

in Germany (4.6 million). This essentially comprised expenses

related to resource adjustments.

The additional logistics and social costs described in Note 1.3 as a

result of the crisis came to 3.2 million and 2.4 million,

respectively. These are included in Other operating expenses.

Finally, asset impairment charges represented 3.6 million,

including 2.5 million due to the crisis (see Note 1.3), related to

the operating licence for the Visa project in the United Kingdom.

These impairment charges were recognised within Other operating

expenses.

NOTE 5

EMPLOYEE BENEFITS AND SHARE-BASED PAYMENTS

5.1. Staff costs

Financial year

2020

Financial year

2019

(in millions of euros)

Wages and salaries

Social security contributions

Net expense for post-employment and similar benefit obligations

-2,027.1

-636.6

-14.0

-1,999.5

-631.7

-37.3

TOTAL

-2,677.7

-2,668.5

Furlough measures were implemented as a result of the Covid-19

crisis in various countries where the Group has operations. The

amounts received from various governments were recognised as a

deduction to personnel expenses and amounted to 10.8 million.

The Group’s management decided to supplement the indemnities

paid by certain governments under staff furlough measures in order

to maintain the salaries of the affected personnel. The cost of this

decision amounted to 4.6 million.

The Group recognises the amount of short-term employee benefits, as well as the contributions due in respect of its pension plans, under

Staff costs. As the Group has no commitments beyond these contributions, no provisions are recognised for these plans.

The principles applicable to post-employment benefit expenses and similar items are presented in Note 5.3.2 for other long-term

employee benefits and Note 5.3.1 for post-employment benefits.

174

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

5.2. Workforce

Financial year

2020

Financial year

2019

Workforce at period-end

France

International

19,759

26,201

19,502

26,743

TOTAL

45,960

46,245

Financial year

2020

Financial year

2019

Average workforce

France

International

19,549

26,667

19,513

26,542

TOTAL

46,216

46,055

5.3. Retirement benefits and similar obligations

Retirement benefits and similar obligations break down as follows :

31/12/2020

31/12/2019

(in millions of euros)

Post-employment benefit assets

Post-employment benefit liabilities

-3.1

383.2

-2.0

341.8

Net post-employment benefits

Other long-term employee benefits

TOTAL

380.1

10.2

339.7

10.2

390.4

350.0

5.3.1.

Post-employment benefits

with legal, investment policy and actuarial matters. Under UK law,

the plans must be assessed every three years. This assessment is

used as a basis to determine the contributions payable by the

employer to the funds. It was completed in 2020 The creation of a

new plan on 1 February 2020 through the merger of three existing

plans will simplify the administration of these post-employment

benefit plans. Accordingly, a further assessment will be required

within 12 months, which was scheduled for 31 December 2020.

This will establish an agreement on the level of contributions to be

paid. It will then have to be approved by the trustees by 31 March

2022.

Post-employment benefits mainly concern the Group’s obligations

towards its employees to provide retirement bonuses in France

(42.6% of the Group’s total obligations) and defined-benefit

pension plans in the United Kingdom (38.8% of the Group’s total

obligations) and Germany (17.2%). For marginal amounts, they also

include end-of-contract bonuses in certain countries in Africa, as

well as a defined-benefit plan in Belgium. At 31 December 2020

they totalled 380.1 million, versus 339.7 million at

31 December 2019.

In the United Kingdom, the Group has five post-employment

defined-benefit plans. During financial year 2020, members of three

existing plans were transferred and pooled together in a new sixth

plan. The remaining members will be transferred during financial

year 2021. The obligations under each plan are asset-funded.

Three of these plans are closed to all new employees and the

vesting of future benefits has ceased. For each plan, the benefits

payable are primarily based on the plan member’s final salary or, in

certain cases, an average of the member’s salary and any additional

benefits. Each plan holds its assets in a trust fund for employees and

is supervised by the regulating body defined in UK pension law. The

plan trustees are corporate trustees whose directors include

representatives of the plan members, representatives of the

Company and independent members. External consultants are hired

by the trustees to manage the plans on a day-to-day basis and deal

The risks associated with these plans relate to:

asset management;

inflation, to which pension benefits are indexed, although this

risk is limited by the use of inflation-indexed financial

instruments;

interest rates insofar as the future cash outflows are discounted,

although this risk is limited by the use of interest rate hedging

instruments;

changes in demographic assumptions such as mortality.

These plans distinguish between active members who are still

vesting benefits, members who are still working but whose benefits

are frozen, and retired members. These three member categories

represent 4.1%, 54.9% and 41.0%, respectively, of total obligations.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

175

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Projected benefit outflows by the funds, which had a total of

1,851.3 million in assets at 31 December 2020, are as follows, in

millions of pounds sterling, over the next ten years:

terms of voluntary and compulsory retirement under the Syntec

collective bargaining agreement.

The resulting liability fluctuates according to demographic

assumptions such as mortality rates (public statistics) and the

discount rate (Bloomberg eurozone index).

less than two years: £134.1 million;

two to five years: £215.0 million;

This plan is exposed to interest rate risk, inflation risk and the risk of

changes in demographic assumptions.

five to ten years: £398.5 million.

These outflows correspond to benefits provided and estimates for

transfers of obligations (and the related assets), at the request of

recipients, to external asset managers.

InꢀGermany, there are six plans, two of which are material

(55.9 million). Since these plans are not funded, they are covered

by a provision. The purpose of the main plan is to pay a minimum

pension equal to 14.1% of the salary paid up to the social security

ceiling and 35.2% beyond that ceiling. This plan only involves

employees who entered into service prior to 1 January 1986, and

pension entitlements have been frozen since 30 September 1996.

This plan is exposed to interest rate risk, inflation risk and the risk of

changes in demographic assumptions.

Assets covering these obligations came to 1,703.9 million at

31 December 2020.

These plans include the payment of contributions to fund the deficit

existing in the funds (contributions less mandatory expenses and

deductions) and to fund the current service cost for the financial

year. In 2020, over 12 months, contributions paid totalled

29.5 million, including 22.3 million to fund the deficit

(25.3 million including other related disbursements). The

contribution to be paid in 2021 is expected to amount to

£25.6 million, including £20.4 million to fund the deficit.

There are also plans in Poland, Cameroon, Côte d’Ivoire, Tunisia and

Belgium. The plan in Belgium is funded and serves to pay an annuity

to plan members on retirement. The other plans cover

end-of-contract bonuses payable. These plans are grouped together

under “Other”, with the plan in Belgium being the main contributor

to this item.

In France, the defined-benefit plan concerns the payment of

retirement bonuses. The Group recognises provisions for its

employee benefit obligations, principally in accordance with the

176

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

a. Change in net liabilities arising from the main post-employment benefit plans in financial year 2020

Defined-

benefit

pension

funds –

United

Defined-

benefit

pension

funds –

Retirement

bonuses –

France

Kingdom

Germany

Other

Total

(in millions of euros)

Calculation assumptions for actuarial liabilities

0.11% to

0.44%

0.13% to

0.34%

0.13% to

10.30%

Discount rate

Inflation rate

1.41%

2.09%

N/A

2.00% to

2.50%

2.00% to

2.50%

60 to 65

3.00% to

10.00%

Rate of salary increase

Retirement age

2.89%

Varies

Amounts recognised in the balance sheet

Present value of the obligation at 31/12/2020

Fair value of plan assets at 31/12/2020

1,851.3

1,703.9

164.9

1.8

68.2

2.9

13.5

9.2

2,097.9

1,717.8

Net liabilities on the balance sheet at 31/12/2020

147.5

163.1

65.3

4.3

380.1

Net liability cost components

Current service cost

Past service cost

4.2

10.1

0.5

0.3

15.0

Losses/(gains) on plan settlements

Interest on obligation

Interest on plan assets

34.6

-32.2

1.3

-0.0

0.5

-0.0

0.1

-0.0

36.5

-32.3

Total expenses recognised in the income

statement

6.6

11.3

0.9

0.3

19.2

Effect of net liability remeasurements

42.1

11.3

4.3

0.5

58.3

Return on plan assets (excluding amounts included

in interest income)

Experience adjustments

Impact of changes in demographic assumptions

-168.3

-5.1

-2.9

0.0

0.4

0.5

-0.9

-0.2

0.5

-0.1

0.4

-168.5

-5.0

-2.6

Impact of changes in financial assumptions

218.5

10.4

5.2

234.5

Total expenses recognised directly in equity

42.1

11.3

4.3

0.5

58.3

Changes in net liabilities

Net liability at 1 January 2020

Changes in scope

Net expense recognised in the income statement

Net expense recognised in equity

Contributions

135.7

138.0

5.8

11.3

-3.4

62.1

3.9

339.7

5.8

6.6

42.1

-29.5

0.9

4.3

-2.0

0.3

0.5

-0.5

19.2

58.3

-35.5

Employer contributions

Employee contributions

Exchange differences

Other movements

-7.5

-0.0

-7.5

-0.0

NET LIABILITY AT 31 DECEMBER 2020

147.5

163.1

65.3

4.3

380.1

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

177

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Changes in scope essentially reflected the acquisition of Sodifrance in France.

For reference, net liabilities arising from the main post-employment benefit plans changed as follows in financial year 2019:

Defined-

benefit

pension

funds –

United

Defined-

benefit

pension

funds –

Retirement

bonuses –

France

Kingdom

Germany

Other

Total

(in millions of euros)

Calculation assumptions for actuarial liabilities

0.08% to

1.09%

0.20%

0.08% to

0.87%

0.40% to

6.35%

Discount rate

Inflation rate

2.07%

2.02%

N/A

2.00% to

2.50%

Rate of salary increase

Retirement age

2.92%

2% to 2.50%

60 to 65

3% to 7%

Varies

Amounts recognised in the balance sheet

Present value of the obligation at 31/12/2019

Fair value of plan assets at 31/12/2019

1,779.2

1,643.5

139.9

1.9

64.6

2.5

14.2

10.3

1,997.9

1,658.2

Net liabilities on the balance sheet at

31/12/2019

135.7

138.0

62.1

3.9

339.7

Net liability cost components

Current service cost

Past service cost

Losses/(gains) on plan settlements

Interest on obligation

Interest on plan assets

4.0

44.2

-40.3

8.9

0.0

2.2

-0.0

0.2

1.5

0.7

0.9

0.1

-0.1

14.0

1.5

47.3

-40.4

Total expenses recognised in the income

statement

7.9

11.1

2.5

0.9

22.4

Effect of net liability remeasurements

1.6

8.7

4.0

0.2

14.5

Return on plan assets (excluding amounts included

in interest income)

Experience adjustments

Impact of changes in demographic assumptions

-143.6

-14.2

-22.5

181.9

-0.0

-2.0

-5.2

15.9

-0.5

-0.3

0.0

0.1

0.5

-143.9

-16.7

-27.6

202.7

Impact of changes in financial assumptions

4.5

Total expenses recognised directly in equity

Changes in net liabilities

1.6

8.7

4.0

0.2

14.5

Net liability at 1 January 2019

147.5

115.3

5.0

11.1

8.7

-2.0

41.3

15.9

2.5

4.0

-1.6

4.2

308.3

20.9

22.4

14.5

-32.7

Changes in scope

Net expense recognised in the income statement

Net expense recognised in equity

Contributions

7.9

1.6

-28.3

0.9

0.2

-0.7

Employer contributions

Employee contributions

Exchange differences

Other movements

7.0

0.0

-0.7

7.0

-0.7

0.0

NET LIABILITY AT 31 DECEMBER 2019

135.7

138.0

62.1

3.9

339.7

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SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

b. Change in pension assets and liabilities in the United Kingdom

In the United Kingdom, net liabilities arising from post-employment defined-benefit plans reflect the net value of benefit obligations and the

plan assets covering them. These assets and liabilities changed as follows:

31/12/2020

31/12/2019

(in millions of euros)

Present value of the obligation at the beginning of the period

1,779.2

1,544.1

Changes in scope

-97.2

4.2

Translation adjustments

Current service cost

Past service cost

84.2

4.0

Interest

34.6

44.2

Employee contributions

Effect of obligation remeasurements

203.0

-5.1

-2.9

211.0

145.0

-14.2

-22.5

181.7

Experience adjustments

Impact of changes in demographic assumptions

Impact of changes in financial assumptions

Plan amendments

Transfers

Benefits provided

-72.4

-42.3

PRESENT VALUE OF THE OBLIGATION AT THE END OF THE PERIOD

1,851.3

1,779.2

Fair value of plan assets at the beginning of the period

1,643.5

1,396.6

Changes in scope

Translation adjustments

Interest

Effects of plan asset remeasurements

-89.7

32.2

160.9

168.3

-7.4

29.5

77.2

40.3

143.4

143.6

-0.2

28.3

Return on plan assets (excluding amounts included in interest income)

Impact of changes in financial assumptions

Employer contributions

Employee contributions

Transfers

Benefits provided

-72.4

-42.3

FAIR VALUE OF PLAN ASSETS AT THE END OF THE PERIOD

1,703.9

1,643.5

The decrease in net liabilities mainly resulted from the contributions paid to reduce the deficit and the favourable evolution in the return on

assets partly compensated by a reduction in the discount rate.

UK pension fund assets fall into four investment categories:

31/12/2020

31/12/2019

(in millions of euros)

319.8

1,043.8

241.4

360.0

336.3

249.8

697.4

Bonds/Private placements

Infrastructure and property assets

Other assets

98.9

TOTAL

1,703.9

1,643.5

Other assets mainly comprised cash and cash equivalents at

31 December 2020.

discount rate would reduce the benefit obligation by

102.3 million. A 10% reduction in the value of the assets would

reduce their amount by 170.4 million, whereas a 10% increase

would increase their amount by 170.4 million. These sensitivity

estimates are made on the basis of all other things being equal.

The discount rate used for employee obligations is based on the

return on AA bonds in line with the duration of the liabilities

rounded to the nearest hundredth. In the United Kingdom, the

benchmark used is the Mercer yield curve.

At 31 December 2020, two plans were in a net asset position,

totalling 3.1 million. These assets are deemed recoverable through

a future decrease in contributions.

A 0.25-point decrease in the discount rate would increase the

benefit obligation by 90.5 million. A 0.25-point increase in the

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

179

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

c. Change in pension assets and liabilities in France

Retirement

bonuses –

France

Retirement

bonuses –

France

31/12/2020

31/12/2019

(in millions of euros)

Present value of the obligation at the beginning of the period

139.9

5.8

10.1

117.4

5.0

8.9

0.0

2.2

8.7

-2.0

-5.2

15.9

Changes in scope

Current service cost

Past service cost

Interest

1.3

Employee contributions

Effect of obligation remeasurements

11.3

0.4

0.5

10.4

Experience adjustments

Impact of changes in demographic assumptions

Impact of changes in financial assumptions

Plan amendments

Transfers

Benefits provided

-3.5

-2.2

PRESENT VALUE OF THE OBLIGATION AT THE END OF THE PERIOD

164.9

139.9

Fair value of plan assets at the beginning of the period

1.9

2.1

Changes in scope

Translation adjustments

Interest

Effects of plan asset remeasurements

0.0

-0.0

0.0

Return on plan assets (excluding amounts included in interest income)

Impact of changes in financial assumptions

Employer contributions

Employee contributions

Transfers

Benefits provided

-0.1

-0.2

FAIR VALUE OF PLAN ASSETS AT THE END OF THE PERIOD

1.8

1.9

For pension liabilities in France, a 0.50-point increase or decrease in the discount rate would decrease the benefit obligation by 10.5 million

or increase it by 11.4 million, respectively.

The retirement bonus obligation in France breaks down as follows by maturity:

31/12/2020

31/12/2019

(in millions of euros)

Present value of theoretical benefits payable by the employer in:

Less than 1 year

1 to 5 years

5 to 10 years

10 to 20 years

More than 20 years

4.3

18.2

41.6

69.2

31.6

2.5

16.2

36.2

59.8

25.2

TOTAL OBLIGATION

164.9

139.9

180

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Defined-benefit plans are paid for either directly by the Group,

which funds the benefits to be granted, or via pension funds to

whichthe Group contributes. In both cases, the Group recognises

a pension liability corresponding to the present value of future

payments, which is estimated by taking into consideration relevant

internal and external factors as well as the laws and regulations

specific to each Group entity.

The expense representing the current service cost for the period is

recognised in profit or loss within Staff costs.

The effects of plan amendments, recognised through past service

cost (cost of service in prior periods modified by the introduction

of changes or new benefit plans), are recognised immediately in

profit or loss within Staff costswhen they occur.

Any gains or losses recognised in the event of defined-benefit

pension plan curtailments or settlements are recognised in profit

or loss when the event occurs within Other operating income or

Other operating expenses, respectively.

Certain post-employment defined-benefit plans may comprise plan

assets intended to settle the obligations. They are mainly

administered by pension funds that are legally separate from the

entities making up the Group. The assets held by these funds are

mainly shares or bonds. Their fair value is generally calculated

using their market value.

An interest expense is recognised in profit or loss within Other

financial expenses and corresponds to the cost of unwinding the

discount of the retirement benefit obligations net of plan assets.

Obligations in respect of post-employment defined-benefit plans

are measured annually using the actuarial valuation method

known as the projected unit credit method, which stipulates that

each period of service gives rise to an additional unit of benefit

entitlement, and measures each unit separately to obtain the final

obligation. These calculations include assumptions regarding life

expectancy, employee turnover and projected future salaries.

The assumptions used in the actuarial calculation of

defined-benefit pension obligations involve uncertainties that may

affect the value of financial assets and obligations to employees.

Actuarial gains and losses arising from the effects of changes in

demographic assumptions, changes in financial assumptions and

the difference between the discount rate and the actual rate of

return on plan assets, less their management and administrative

costs, are recognised directly in equity under Other comprehensive

income, and are not reclassifiable to profit or loss.

The present value of retirement benefit obligations is determined

by discounting future cash outflows using the rate for market

yields on high-quality corporate bonds of the currency used to pay

the benefit and a term consistent with the estimated average term

of the concerned retirement benefit obligation.

5.3.2.

Other long-term employee benefits

Other long-term employee benefits may include the portion

available in more than one year of employee profit-sharing liabilities

allocated to a current account and locked in for five years in France;

long-service awards in Germany and India; pre-pension obligations

in Germany and Belgium; and end-of-contract bonuses in Italy,

Lebanon and India. Benefits for employees in India make up the

largest portion of these liabilities for 2020, for 4.3 million

(4.4 million at 31/12/2019).

The remaining long-term employee benefits primarily consist of:

long-term paid leave such as long-service or sabbatical leave;

nominal value that will be paid to employees at the close of the

lock-up period is recognised as a financial liability and balanced

by an additional staff expense. It is then reversed as a deduction

against financial expenses over the following five years;

long-service awards;

incentives and bonuses payable 12 months or more after the

deferred compensation paid 12 months or more after the end

of the period in which it is earned.

end of the period in which the employees render the

corresponding service;

All expenses relating to other long-term benefits, including

profit-sharing liabilities. These are recognised at the present

changes in actuarial assumptions, are recognised immediately in

profit or loss within Staff costsin respect of the service cost and

within Other financial income and expenses in respect of the

cost of unwinding the discount.

value of the obligation at the balance sheet date. For the year in

which this profit-sharing is appropriated, the difference

between the present value of the profit-sharing and the

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

5.4. Share-based payments

The cost of the benefits granted to employees under stock option,

free share and employee share ownership plans, which amounted to

4.2 million (11.1 million in 2019), is charged to Profit from

recurring operations.

it also included social security contributions relating to these plans

for 2.1 million and management costs for the remainder, which

were virtually nil in 2020.

5.4.1.

Free performance share plans

It mainly consisted of a charge corresponding to benefits granted to

employees in respect of free performance share plans (9.1 million

in 2019, mainly in respect of free performance share plans. In 2019,

Expenses related to free share plans totalled 2.2 million

(compared with 7.6 million in financial year 2019).

Information on the rules of the main free share plans is set out below:

Sopra Steria plans

February 2017 plan

February 2018 plan

Date set up by General Management and/or

the Board of Directors

Number of shares that may be granted

24 February 2017*

109,000 (*)

16 February 2018

128,000

Exchange ratio between Sopra Steria and

Steria shares: # of Steria shares for

1 Sopra Steria share

Not applicable

Performance measurement period

1 January 2017 to 31 December 2019

1 January 2018 to 31 December 2020

24 February 2017 to 31 March 2020

inclusive*

16 February 2018 to 31 March 2021

inclusive

Vesting period

Mandatory holding period following the

grant of shares

None

1) Consolidated revenue growth in 2017,

2018 and 2019

1) Consolidated revenue growth in 2018,

2019 and 2020

Performance conditions stipulated in the plan

2) Level of consolidated operating profit

on business activity in 2017, 2018 and 2019 on business activity in 2018, 2019 and 2020

3) Level of consolidated free cash flow

in 2017, 2018 and 2019

3) Level of consolidated free cash flow

in 2018, 2019 and 2020

Number of potential shares that could

have been granted as at 1 January

2020

63,936

59,732

4,204

78,572

10,892

Number of shares granted in 2020

Number of shares cancelled in 2020

Number of shares vested at 31 December

2020

59,732

Number of potential shares that could

have been granted as at 31 December

2020

112.85 (*)

67,680

153.80

2.2%

N/A

Share price

Risk-free rate

Dividends

Volatility

2.5%

N/A

(EXPENSE)/INCOME RECOGNISED IN

THE INCOME STATEMENT FOR THE

FINANCIAL YEAR IN MILLIONS OF

EUROS

0.1

2.2

(*) Including 5,000 shares granted following the Board of Directors’ decision at its meeting on 25 October 2017. The share price at that date was 157.

182

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

No new free performance share plans were set up in 2020.

company officer shareholding programmes (share subscription and

share purchase options, BSAAR redeemable equity warrants, free

shares, and share capital increases reserved for employees enrolled

in the company savings plan).

At the Combined General Meeting of 9 June 2020, an overall limit

of 3% of the share capital (i.e. 616,431 shares on the basis of the

share capital at 31 December 2019) was set for all employee and

Awards of free Sopra Steria Group shares are granted to some

staff members, subject to their continued employment within the

Group at the grant date, and either subject or not subject to

conditions relating to the Group’s performance. Benefits granted

under free share award plans constitute additional compensation

and are measured and recognised in the financial statements.

vesting conditions must not be taken into account when

estimating the fair value of the shares at the measurement date.

When these equity instruments are subject to conditions of

non-transferability, the cost of non-transferability is taken into

account in their fair value. Where appropriate, the inability to

collect dividends is also taken into account in the fair value

calculation. Lastly, the cumulative expense recognised also takes

into account the estimated number of shares that will eventually

vest.

At the end of each reporting period, the Group reviews the

potential number of shares that could be awarded based on the

recipients present and estimates regarding the achievement of

non-market performance conditions provided for under the plans.

The impact of this re-estimate is recognised in profit or loss as an

offset against equity.

The expense related to share-based payments made to employees

under free share plans is recognised on a straight-line basis in

profit or loss over the vesting period, under Expenses related to

stock options and related items, which enters into the calculation

of Profit from recurring operations. Since this is an equity-settled

plan, the double-entry for this expense is recognised in equity

under the Consolidated reserves and other reserves heading.

The value of free shares in awards granted to employees as

compensation for services rendered is measured by reference to

the fair value of the equity instrument at the grant date. This fair

value is based on the share price at this same date. Non-market

5.4.2.

Employee share ownership plan

In 2020, the Group did not set up any employee share ownership plans.

Furthermore, the Share Incentive Plan – a special plan in place in the United Kingdom – continued and incurred an expense of 1.8 million.

5.5. Senior management compensation (related parties)

31/12/2020

31/12/2019

(in millions of euros)

Short-term employee benefits

Post-employment benefits

Other long-term employee benefits

Termination benefits

3.2

0.0

3.2

0.0

Equity compensation benefits

0.2

0.5

TOTAL

3.5

3.7

The compensation information provided in the table above relates

to the Chairman of the Board of Directors, the Chief Executive

Officer and all Directors holding a salaried position within the

Group.

Post-employment benefits correspond to retirement benefits

established in accordance with collective bargaining agreements

(see Note 5.3.1). There are no obligations toward senior executives

with respect to post-employment benefits or other long-term

employee benefits.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

NOTE 6

CORPORATE INCOME TAX

6.1. Tax expense

Financial year

2020

Financial year

2019

(in millions of euros)

Current tax

Deferred tax

-57.9

-2.5

-78.6

-8.8

TOTAL

-60.4

-87.3

a. Current tax

They are reviewed at the end of each reporting period.

The Group determines its current tax expense by applying the tax

laws in force in countries where its subsidiaries and associates

conduct their business and generate taxable revenues. The tax

laws applied are those enacted or substantively enacted at the end

of the reporting period.

Tax assets and liabilities are measured based on the tax rates

enacted or substantively enacted applicable to the reporting

period during which the asset will be realised or the liability

settled. Their effect is recognised in profit or loss as Deferred tax

unless it relates to items recorded under Other comprehensive

income, in which case the effect is also included among gainsand

losses recognised directly in equity. Deferred tax assets and

liabilities, regardless of their expiry date, are offset when:

b. Deferred tax

Deferred tax is recognised on all temporary differences between

the tax base and the carrying amount of assets and liabilities on

consolidation.

the Group has the legal right to settle current tax amountson a

net basis; and

Deferred tax assets are only recognised if it is probable that they

will be recovered as a result of taxable profit expected in future

periods within a reasonable time frame.

the deferred tax assets and liabilities relate to the same tax

entity.

6.2. Reconciliation of statutory and effective tax expense

Financial year

2019

2020

(in millions of euros)

Net profit

118.9

173.1

Adjustment for:

Net profit from associates

2.3

1.8

Tax expense

-60.4

-87.3

Profit before tax

177.1

258.7

Statutory tax rate

Statutory tax expense

32.02%

34.43%

-56.7

-7.2

-5.1

0.0

10.0

10.1

-1.1

-15.7

5.4

-89.1

-9.3

-0.2

1.6

9.9

14.1

3.2

Permanent differences

Impact of non-activated losses for the financial year

Use/activation of previously uncapitalised loss carryforwards

Impact of tax credits

Tax rate differences

Prior-year tax adjustments

CVAE (net of tax)

-16.4

-1.1

Other tax

ACTUAL TAX EXPENSE

-60.4

-87.3

Effective tax rate

34.09%

33.77%

The reconciliation between the statutory tax expense and the

effective tax expense is conducted using the statutory tax rate in

France for the Group’s parent company. This statutory tax rate

consists of the 31.0% corporate tax rate plus the 1.02%

Contribution Sociale de Solidarité des Sociétés (C3S) social security

tax.

The Cotisation sur la Valeur Ajoutée des Entreprises (CVAE) – a tax

on corporate value added, which is a component of the

Contribution Économique Territoriale (CET) regional business tax in

184

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

France – is recognised as part of the corporate income tax expense,

as is the Imposta Regionale Attività Produttive (IRAP) regional

production tax in Italy.

Group companies can therefore vary from year to year depending

on the relative level of taxable profit. These movements are reflected

in Tax rate differences. This also takes into account the impact of

the reduced tax rate in France, which nevertheless represents an

immaterial amount.

The Group operates in many countries with differing tax laws and

tax rates. Within each country, tax rates may also vary depending on

the tax policies implemented by local governments and can lead to

differences between the current and deferred tax rates, as is the

case mainly in France. Local weighted average tax rates applicable to

In 2020, as in 2019, Other taxessentially consisted of unrecovered

withholdings.

6.3. Deferred tax assets and liabilities

6.3.1.

Change in net deferred tax

Change

through

profit or

loss

Change

through

OCI

Currency

Scope translation

01/01/2020

effect

Other 31/12/2020

(in millions of euros)

Deferred tax arising from:

Intangible assets

Property, plant and equipment

Non-current financial assets

-26.4

4.1

0.9

4.9

-0.4

0.3

0.0

-0.1

0.6

-0.2

-0.0

-21.1

3.6

1.1

Inventories, services in progress

and outstanding invoices

Other current assets

Derivatives

-0.4

-0.9

0.3

-4.5

-3.0

-0.3

0.2

-4.4

0.9

1.8

-1.2

3.2

-0.0

0.9

18.0

0.0

18.0

-4.6

1.3

0.0

-0.2

-0.0

0.0

-0.0

0.0

-3.6

-4.1

0.8

0.4

0.5

-0.4

86.7

7.3

79.4

2.7

4.2

-4.9

48.3

With impact on the income statement

0.7

With impact on OCI

-0.4

-0.6

73.1

8.8

64.3

1.9

6.8

-3.2

42.7

Financial debt

Retirement benefit obligations

1.5

-0.0

0.1

-0.4

2.5

-1.5

1.4

With impact on the income statement

With impact on OCI

-2.9

-0.1

-0.0

-0.2

-0.0

Provisions

Assets and liabilities related to lease assets

Other current liabilities

Tax loss carryforwards

-0.0

Net deferred tax asset/(liability)

98.1

-2.4

14.4

4.9

-1.5

113.4

Deferred tax included in assets held for sale

0.0

-0.0

NET DEFERRED TAX ASSET/(LIABILITY)

REPORTED IN THE BALANCE SHEET

98.1

-2.4

14.4

4.9

-1.5

-0.0

113.4

Of which:

Deferred tax recognised in profit or loss

Deferred tax recognised in equity (OCI)

34.3

63.8

-0.4

-2.4

-4.6

19.0

0.9

4.9

1.3

-2.9

-0.0

33.5

79.9

0.5

Reclassifiable to profit or loss

Not reclassifiable to profit or loss

(retirement benefit obligations)

64.3

18.0

-2.9

79.4

6.3.2.

Deferred tax assets not recognised by the Group

31/12/2020

31/12/2019

(in millions of euros)

Tax losses carried forward

Temporary differences

41.3

22.2

TOTAL

41.3

22.2

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

6.3.3.

Change in tax loss carryforwards

France

United

Kingdom

Other

countries

Scandinavia

Spain

Total

(in millions of euros)

31 December 2019

207.4

28.0

85.0

-83.8

5.2

0.0

-0.3

12.9

0.6

7.6

0.8

22.1

20.8

-1.6

255.2

28.0

107.2

-85.4

Changes in scope

Created

Used

Expired

Translation adjustments

Other movements

1.0

22.6

-2.2

1.0

-1.5

57.5

34.3

-0.5

31 DECEMBER 2020

270.8

5.0

37.2

7.9

40.0

360.9

Deferred tax basis – Activated

170.1

-0.0

0.3

4.4

11.3

186.1

Deferred tax basis –

Non-activated

Deferred tax – Activated

100.8

43.9

26.0

5.0

0.0

36.9

0.1

8.0

3.5

1.1

0.9

28.8

3.3

6.4

174.9

48.3

41.3

Deferred tax – Non-activated

In France, a portion of the non-activated tax losses – 13.0 million

in deferred taxes (based on a tax rate of 25.83%) – consisted of the

tax loss carryforwards prior to 1 January 2014 originating from

Steria. The authorities’ decision to disallow their transfer to

Sopra Steria is being challenged through litigation.

In Scandinavia, the tax loss carryforwards of the companies

established in Sweden and Denmark did not lead to the recognition

of any deferred tax assets.

Lastly, in “Other countries”, tax losses for small companies located

in Brazil, Spain, Austria and several African countries were not

activated.

NOTE 7

COMPONENTS OF THE WORKING CAPITAL REQUIREMENT

AND OTHER FINANCIAL ASSETS AND LIABILITIES

These items include non-current financial assets, trade receivables and related accounts, other current assets, other non-current liabilities,

trade payables and other current liabilities.

7.1. Other non-current financial assets

31/12/2020

31/12/2019

(in millions of euros)

Non-consolidated securities

Other loans and receivables

Derivatives

19.4

54.2

0.3

19.8

36.4

2.2

TOTAL

74.0

58.3

186

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The Group classifies its financial assets into the following

categories:

The Group distinguishes between:

long-term loans and receivables classified as non-current

financial assets;

assets at fair value through other comprehensive income;

assets at fair value through profit or loss; and

short-term trade receivables and other equivalent receivables.

Short-term trade receivables continue to be measured at the

nominal amount originally invoiced, which usually equates to

the fair value of the consideration to be received.

assets at amortised cost.

Classification depends on the purposes for which financial assets

were acquired. According to its management model, the Group’s

management determines the appropriate classification at the time

of initial recognition and performs a reassessment at each interim

or annual reporting date.

c. Assets at fair value through profit or loss

These are non-derivative financial assets which the Group has

chosen not to measure through other comprehensive income.

The financial assets recognised by the Group consist of the items

described below:

This category comprises financial assets held for trading (i.e.

acquired with a view to resale in the near term). They are mostly

marketable securities and other cash equivalents.

a. Assets at fair value through other comprehensive

income

Changes in the fair value of assets of this category are recognised

in profit or loss withinOther financial income and expenses.

This category includes investments in equity instruments that the

Group has chosen to irrevocably place in this category.

d. Impairment of financial assets

Changes in the fair value of these assets are recognised directly in

equity and are not reclassifiable to profit or loss. These assets are

not impaired.

At each balance sheet date, the Group assesses whether or not

there exists objective evidence that a financial asset or group of

financial assets may be impaired.

The Group has included in this category its investments in

unconsolidated entities over which it exercises no control or

significant influence.

The Group assesses the credit risk associated with loans and

receivables when they are issued. They may be subsequently

impaired if the Group expects that their estimated recoverable

amount is less than their net carrying amount.

b. Assets at amortised cost (loans and receivables)

For trade receivables, these write-downs are charged to profit or

loss as part of Operating profit on business activityand reversed in

the event of an improvement in the recoverable amount. For loans

and deposits, they are recorded within Other financial income and

expenses.

Loans and receivables are non-derivative financial assets with fixed

or determinable payments that are not quoted in an active market.

They comprise the financial assets arising when the Group

transfers funds, or provides goods and services, to an individual or

entity. Loans and receivables are initially recognised at fair value

and subsequently measured at amortised cost using the effective

interest method.

7.1.1.

Non-consolidated securities

Carrying

amount

Gross value

Impairment

(in millions of euros)

31 December 2018

12.2

0.0

12.2

0.0

Changes in scope

Increases

Decreases

Revaluation

5.1

0.1

-0.0

5.0

-1.6

-0.1

4.3

-1.6

-0.1

4.3

Translation adjustments and other movements

0.0

31 December 2019

19.9

0.2

0.1

19.8

0.1

Changes in scope

Increases

6.5

2.3

4.2

Decreases

Revaluation

-4.0

-0.6

-0.0

0.0

-4.0

-0.6

-0.0

Translation adjustments and other movements

31 DECEMBER 2020

22.0

2.6

19.4

The most significant component of non-consolidated securities is the shares in CS Communication Systèmes (9.7 million at 31 December

2020, compared to 9.9 million at 31 December 2019).

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187

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

7.1.2.

Other loans and receivables

31/12/2020

31/12/2019

(in millions of euros)

Loans

0.1

12.4

24.0

21.0

-3.2

0.3

12.4

10.6

15.3

-2.2

RD tax credit receivables

Other non-current receivables

Deposits and other non-current financial assets

Provisions for loans, deposits and other non-current financial assets

TOTAL

54.2

36.4

RD tax credit receivables classified as Other loans and receivables

are those which will be used or redeemed after more than

one year.

Other non-current receivablesinclude 4.9 million in advances paid

in the United Kingdom by the NHS SBS entity to new customers of

its platform to facilitate their migration, and 19.0 million for

services performed but not yet invoiced in Germany by Sopra

Financial Technology GmbH.

Deposits and other non-current financial assets mainly include

security deposits paid for leased premises and receivables relating to

equity investments.

These deposits and other receivables are held at their nominal value,

given that the effect of discounting is not material.

7.2. Trade receivables and related accounts

31/12/2020

31/12/2019

(in millions of euros)

Trade receivables – Gross value

Impairment of trade receivables

629.8

-22.2

758.8

-21.1

Trade receivables – Net value

Customer contract assets

TOTAL

607.6

346.9

737.7

336.6

954.6

1,074.3

Net trade receivables, expressed in months of revenue, came to less

than 2 months of revenue at 31 December 2020, a slight

improvement with respect to 31 December 2019. This ratio is

calculated by comparing Net trade receivables with revenue

obtained using the countback method. Net trade receivables is

obtained by eliminating VAT from the Trade receivablesbalance and

subtracting the deferred income balance appearing under liabilities.

An analysis of credit risk in light of the provisions of IFRS 9 Financial

Instrumentsdoes not show any material impact.

Customer contract assets are described in Note 4.1. Changes

during the period resulted in part from the appearance of billable

amounts transforming assets into trade receivables, and in part

from the recognition of revenue leading to the appearanceof new

customer contract assets.

7.2.1.

Aged trade receivables at 31 December 2020

Of which: Past due, with the following breakdown

Less

Of which: Not

past due at the

balance

Carrying

amount

than

Between 30

and 90 days

Between 90

and 120 days

More than

120 days

sheet date

30 days

(in millions of euros)

TRADE RECEIVABLES

629.8

467.5

79.9

32.5

8.3

41.6

7.2.2.

Changes in provisions for trade receivables

31/12/2020

31/12/2019

(in millions of euros)

Impairment of trade receivables at beginning of period

21.1

0.6

17.3

4.7

Changes in scope

Additions net of reversals

Other movements

Translation adjustments

0.3

-0.1

-1.0

-0.1

0.1

IMPAIRMENT OF TRADE RECEIVABLES AT END OF PERIOD

22.2

21.1

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

7.3. Other current assets

31/12/2020

31/12/2019

(in millions of euros)

Inventories and work in progress

Advances and payments on account

Staff and social security

43.8

3.2

5.6

30.4

6.1

4.4

Tax receivables (other than corporate income tax)

Corporate income tax

Loans, guarantees and other financial receivables maturing in less than one year

Other receivables

Impairment of other receivables

Prepaid expenses

Derivatives

161.1

85.5

3.4

44.9

-1.0

62.8

1.2

115.5

106.8

5.4

17.9

-0.9

56.2

6.6

TOTAL

410.6

348.3

Inventories and work in progressessentially result from the costs of

fulfilling contracts (transition phases of third-party application

maintenance, infrastructure management and outsourcing

contracts; preparatory phases for licences in SaaS mode), as

described in Note 4.1. Their increase results from the signature of

new contracts.

Tax receivablesinclude those relating to the CIR (RD tax credit) in

France.

7.4. Other non-current liabilities

31/12/2020

31/12/2019

(in millions of euros)

Put options granted

Other liabilities – Non-current portion

Derivatives

84.3

17.3

2.4

77.3

31.2

3.7

TOTAL

104.1

112.2

In the United Kingdom, the put option granted by the Group to the

Cabinet Office for the shares it holds in the SSCL joint venture,

which may be exercised between 1 January 2022 and 1 January

2024, represented a non-current liability of 84.3 million at

31 December 2020 (69.6 million at 31 December 2019).

31 December 2019. In 2020, it was recognised as a current liability

(see Note 7.5).

Finally, other non-current liabilities included a liability related to the

acquisition of an operating licence as part of the fulfilment of a

contract in the United Kingdom with a UK administration, for

0.7 million (15.1 million at 31 December 2019), and also, in

2020, funding requirements for the Group’s investments in

corporate venture funds, for 11.3 million (10.0 million at

31 December 2019).

The Group also entered into an irrevocable commitment to acquire

the shares held by minority shareholders in Tecfit – the holding

company of Galitt, which was acquired in the second half of 2017 –

by way of a put option granted to these shareholders. The

corresponding non-current liability was 7.7 million at

At 31 December 2020, Derivatives consisted of interest rate and

foreign currency hedges (see Notes 12.5.3 and 12.5.4).

Put options granted to non-controlling interests

When non-controlling interests have an option to sell their

investment to the Group, a financial liability is recorded in other

non-current liabilities for the present value of the option’s

estimated exercise price. The offset of the financial liability

generated by these commitments is deducted from:

the Group’s share of consolidated reserves for the remainder.

Subsequent changes in this put option arising from changes in

estimates or relating to the unwinding of discount are offset

against the corresponding non-controlling interests and the

remainder is deducted from the Group’s share of consolidated

reserves.

the corresponding amount of non-controlling interests

initially; and

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

7.5. Other current liabilities

31/12/2020

31/12/2019

(in millions of euros)

Liabilities on fixed assets – Portion due in less than one year

Advances and payments on account received for orders

Employee-relatedliabilities

Tax liabilities

Corporate income tax

Customer contract liabilities

Other liabilities

18.1

22.3

3.0

5.5

445.4

223.7

102.2

328.2

23.4

443.8

239.2

143.6

296.6

88.9

Derivatives

3.8

0.3

TOTAL

1,167.1

1,220.9

Customer contract liabilities are described in Note 4.1. Changes

arose in part from the transformation of former liabilities into

revenue, and in part from the appearance of new liabilities dueto

services that have been invoiced but not yet performed. The

majority of these liabilities existing at 31 December 2019 were

converted into revenue during financial year 2020.

performance share plans for 3.5 million (16.9 million at

31 December 2019). They also include liabilities related to the put

option granted on their shares to minority shareholders in Tecfit

(the holding company of Galitt), previously classified within

non-current liabilities and exercisable in April 2021 for

6.1 million. In 2019, they included the 42.0 million option

granted to SAB’s minority shareholders, which was exercised in

July 2020 for 37.6 million.

Other liabilities include in particular the Group’s commitment to

buy back its own shares to be used in connection with its free

NOTE 8

PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE

ASSETS

8.1. Goodwill

8.1.1.

Statement of changes in goodwill

Movements in financial year 2020 were as follows:

Carrying

amount

Gross value

Impairment

(in millions of euros)

31 December 2018

Acquisitions

1,787.6

79.1

1,708.5

SAB

59.9

5.5

3.7

1.5

-1.4

59.9

5.5

3.7

1.5

-1.4

Sopra Financial Technology GmbH

NeoSpheres

Adjustments for business combinations

Removal from the scope of consolidation

Impairment

Translation adjustments

37.6

1.4

36.2

31 December 2019

Acquisitions

1,894.4

80.5

1,813.9

Sodifrance

cxpartners

ADN’co

58.0

5.8

2.0

5.8

58.0

5.8

2.0

5.8

Adjustments for business combinations (SAB)

Removal from the scope of consolidation

Impairment

Translation adjustments

-43.8

-1.5

-42.3

31 DECEMBER 2020

1,922.2

79.0

1,843.2

190

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The 42.3 million change in translation adjustments mainly resulted from changes in the value of the euro against the following

currencies:

31/12/2020

31/12/2019

(in millions of euros)

GBP

-38.2

-4.0

-0.1

34.6

0.8

NOK-SEK

Other currencies

TOTAL

-42.3

36.2

8.1.2.

Breakdown of goodwill by cash-generating unit (CGU)

The net carrying amounts of goodwill by CGU are as follows:

31/12/2020

31/12/2019

(in millions of euros)

France

558.7

571.3

330.9

366.1

16.2

498.7

598.0

334.0

367.0

16.2

United Kingdom

Other Europe (1)

Sopra Banking Software

Sopra HR Software

TOTAL

1,843.2

1,813.9

(1) “Other Europe” comprises the following CGUs, which are tested separately: Germany, Scandinavia, Spain, Italy, Switzerland, Benelux and Sopra Financial Technology.

For each business combination, the Group may elect to

recognise under its balance sheet assets either partial goodwill

(corresponding only to its percentage of ownership interest) or

full goodwill (also including the goodwill corresponding to

minority interests) according to the method for business

combinations presented in Note 2.1. This decision is made on

an acquisition-by-acquisition basis.

Should the calculation of goodwill result in a negative difference

(bargain purchase), the Group recognises the resulting gain

entirely in profit or loss, after reassessing whether all assets and

liabilities have been correctly identified.

Goodwill is allocated to cash-generating units for the purposes

of impairment tests as set out in Note 8.1.3. Such tests are

performed when there is an indication of impairment, and in any

event at the balance sheet date of 31 December.

8.1.3.

Impairment testing

The Group conducted impairment testing at 30 June because it

deemed the consequences of the Covid-19 crisis constituted an

indication of impairment. The Group did not recognise any

impairment as a result of this testing. The Group also performed

impairment tests at 31 December 2020 in line with standard

practice. It began by reviewing its discount rate and perpetual

growth rate parameters with respect to 31 December 2019 of the

previous year. As part of the exercise, it decided not to include an

additional risk premium related to Covid-19 in calculations of its

discount rate.

The tests were thus performed using the following parameters:

Discount rate

31/12/2020 31/12/2019

Perpetual growth rate

31/12/2020

31/12/2019

France

United Kingdom

Other Europe

Sopra Banking Software

Sopra HR Software

8.2%

8.4%

8.2% to 9.0%

8.2%

8.5%

9.2%

8.4% to 9.8%

8.5%

2.0%

2.1%

8.2%

8.5%

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

191

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The Group then applied these parameters to its cash flow

projections. These projections factor in the impact of the

coronavirus crisis, including estimates of a return to pre-crisis levels

of business activity and profitability, cash-generating unit by

cash-generating unit based on the activities and major contracts

affected within each one. These tests did not lead to any

recognition of impairment.

rate, operating margin and revenue growth rate) for each

cash-generating unit.

The Group performed tests using the following assumptions:

a 2-point increase in the discount rate; or

a 2-point decrease in the perpetual growth rate (i.e.no perpetual

growth); or

the combination of a 2-point increase in the discount rate and a

2-point decrease in the perpetual growth rate; or

The Group also tested 1.0-point changes in these assumptions. A

1.0-point decrease in the perpetual growth rate, a 1.0-point

increase in the discount rate, or both, would not lead to any

recognition of impairment.

a 2-point decrease in the projected operating margin; or

a 2-point decrease in the projected growth rate.

Furthermore, the Group also performed additional testing to

measure sensitivity to a decrease in the operating margin for the

Sopra Banking Software CGU. The Group would need to write down

the assets of this CGU in the event of a 3.4-point decrease in the

operating margin, all other things being equal.

Based on these tests, the Group would be required to write down

its assets for the “Sopra Banking Software” CGU alone in the event

of an increase of more than 1.6 points in the discount rate

combined with a simultaneous 0.5-point decrease in the perpetual

growth rate, all other things being equal. For the other CGUs, the

additional tests which were undertaken to measure sensitivity to key

assumptions would not lead to the recognition of any impairment.

Finally, additional testing was also performed to measure sensitivity

to key assumptions (such as the discount rate, perpetual growth

IAS 36 Impairment of Assets requires that an entityassess at each

reporting date whether there is any indication that an asset may

be impaired. If any such indication exists, the entity must estimate

the asset’s recoverable amount.

The value in use of a CGU is determined using the discounted cash

flow (DCF) method:

cash flows for an explicit forecast period of five years, with the

first year of the period based on the budget;

Irrespective of whether there is any indication of impairment, an

entity must also:

cash flows beyond the five-year explicit period are calculated by

applying a perpetual growth rate to the last cash flow for the

foreseeable period, reflecting the anticipated rate of real

long-term economic growth adjusted for long-term inflation

forecasts.

test intangible assets with indefinite useful lives annually;

test the impairment of goodwill acquired in a business

combination.

The Group decided to include lease payments in cash flows

following the application of IFRS 16 Leasesfrom 1 January 2019.

In practice, impairment testing is above all relevant to goodwill,

which constitutes the majority of Sopra Steria Group’s

consolidated non-current assets.

The discount rate is based on the weighted average cost of capital.

This is compared with the estimates produced by financial

analysts. The final discount rate used for each CGU is derivedfrom

this comparison and falls between the weighted average cost of

capital and the average of analyst estimates.

Impairment testing is performed at the level of the

cash-generating units (CGUs) to which assets are allocated. A CGU

is the smallest identifiable group of assets that generates cash

inflows that are largely independent of the cash inflows from

other assets or groups of assets.

Perpetual growth rates are based on an average of analyst

estimates.

The Group’s segmentation into CGUs is consistent with the

operating structure of its businesses, its management and

reporting system, and its segment reporting (see Note 3).

Impairment testing involves comparing CGUs’ carrying amounts

with their recoverable amounts. A CGU’s recoverable amount is

the higher of its fair value (generally market value) less costs of

disposal and its value in use. Due to the application of IFRS 16

Leases starting 1 January 2019, the carrying amount of assets

includes right-of-use assets less lease liabilities.

Impairment losses are recognised to the extent of any excess of a

CGU’s carrying amount over its recoverable amount. Impairment

losses are first allocated against goodwill and are charged to profit

or loss as part of Other operating income and expenses.

The reversal of impairment losses for goodwill arising on fully

consolidated investments is prohibited.

192

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

8.2. Other intangible assets

Gross value

Amortisation

31/12/2020

31/12/2019

(in millions of euros)

Enterprise software/Technology

Customer relationships

Favourable contracts

90.5

215.5

0.9

48.1

112.4

0.8

42.4

103.2

0.1

52.2

112.2

0.2

Brands

19.0

335.7

3.2

264.3

15.9

71.4

16.8

91.4

Software acquired and other intangible assets

TOTAL

661.7

428.8

232.9

272.9

Other intangible assets comprise technologies, customer

relationships, favourable contracts, order backlogs and brands

allocated as part of the purchase price allocation process for a

business combination. Expenses relating to the amortisation of

allocated intangible assets enter into the calculation of Profit from

recurring operations.

Changes in Intangible assetsare set out in the table below:

Carrying

amount

Gross value

Amortisation

(in millions of euros)

31 December 2018

498.4

105.7

25.6

5.8

244.9

68.2

253.5

37.4

25.6

5.8

Changes in scope

Allocated intangible assets

Acquisitions

Disposals – Scrapping

Other movements

Translation adjustments

Amortisation charge

-14.2

-0.2

12.5

-14.0

-2.0

6.6

-0.3

1.8

6.0

56.9

-56.9

31 December 2019

633.5

20.8

18.0

10.8

-5.1

-1.8

-14.6

360.6

15.4

272.9

5.4

18.0

10.8

-0.6

-0.8

-5.7

-67.1

Changes in scope

Allocated intangible assets

Acquisitions

Disposals – Scrapping

Other movements

Translation adjustments

Amortisation charge

-4.5

-1.0

-8.9

67.1

31 DECEMBER 2020

661.7

428.8

232.9

Allocated intangible assets recognised in respect of new acquisitions

during the 2020 financial year are described in Note 2.1. They

consisted of 18.0 million in customer relationships related to the

acquisition of Sodifrance. In 2019, the acquisitions of SAB and SFT

led to the recognition of 8.4 million in customer relationships and

17.2 million in enterprise software.

Other changes mainly arose from intangible assets acquired as part

of business combinations carried out in 2020.

No significant development expenditures for software and solutions

(Banking, Human Resources and Property Management) have been

recognised under intangible assets.

a. Assets acquired separately

These are software assets, customer relationships, brands and

distributor relationships measured at fair value as part of a

purchase price allocation for entities acquired in business

combinations. They are amortised using the straight-line method

over three to fifteen years, depending on their estimated useful

lives. Acquired brands whose useful lives cannot be estimated are

not amortised.

These are software assets recorded at cost. They are amortised

using the straight-line method over one to ten years, depending

on their estimated useful lives.

b. Assets acquired in connection with business

combinations

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

193

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

•

c. Internally generated assets

Pursuant to IAS 38 Intangible Assets:

intent to complete the intangible asset and use or sell it,

ability to use or sell the intangible asset,

research and development costs are expensed in the year in

generation of probable future economic benefits,

which they are incurred;

availability of adequate technical, financial and other

resources to complete the development and to use or sell the

intangible asset,

software development costs are capitalised if all of the following

can be demonstrated:

•

technical feasibility of completing the intangible asset for use

or sale,

ability to reliably measure the expenditure attributable to the

intangible asset during its development.

8.3. Property, plant and equipment

Fixtures and

fittings,

furniture and

sundry

equipment

Land and

buildings

IT equipment

Total

(in millions of euros)

Gross value

31 December 2018

34.9

13.1

0.5

-0.0

0.0

219.8

20.6

16.9

-2.3

-10.7

1.2

162.1

12.8

15.6

-7.9

-38.1

2.4

416.8

46.4

33.0

-10.3

-48.8

4.2

Changes in scope

Acquisitions

Disposals – Scrapping

Other movements

Translation adjustments

0.5

31 December 2019

49.1

0.5

2.1

-4.8

0.7

-1.8

245.5

4.4

12.0

-6.1

-0.1

-2.7

146.8

2.3

13.8

-3.8

0.3

441.3

7.2

27.8

-14.7

1.0

Changes in scope

Acquisitions

Disposals – Scrapping

Other movements

Translation adjustments

-4.1

-8.6

31 DECEMBER 2020

Depreciation

45.7

253.1

155.2

454.1

31 December 2018

23.4

2.9

2.0

-0.0

0.3

130.4

13.2

17.5

-2.1

-6.5

0.7

118.3

9.6

15.9

-7.8

-21.7

1.8

272.2

25.7

35.4

-9.9

-28.2

2.9

Changes in scope

Charges

Disposals – Scrapping

Other movements

Translation adjustments

31 December 2019

28.6

0.4

2.6

-3.2

-0.3

-1.1

153.2

2.0

18.0

-5.9

1.0

116.2

1.9

17.5

-3.5

-0.5

-3.2

298.0

4.2

38.1

-12.6

0.1

Changes in scope

Charges

Disposals – Scrapping

Other movements

Translation adjustments

-1.9

-6.2

31 DECEMBER 2020

Net value

27.0

166.3

128.3

321.6

31 December 2018

11.5

20.4

89.4

92.3

43.8

30.6

144.7

143.4

31 December 2019

31 DECEMBER 2020

18.7

86.8

26.9

132.5

The Group’s investments in property, plant and equipment

(27.8 million) mainly consisted of 6.9 million for office

equipment in France and abroad and 13.8 million for IT

equipment.

194

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Property, plant and equipment essentially consists of land and

buildings, fixtures and fittings, office furniture and equipment,

and IT equipment.

buildings: 25 to 30 years;

fixtures and fittings: 4 to 10 years;

IT hardware and equipment: 3 to 8 years;

vehicles: 4 to 5 years;

Property, plant and equipment is measured at acquisition cost

(excluding any borrowing costs) less accumulated depreciation

and any impairment losses. No amounts have been remeasured.

office furniture and equipment: 4 to 10 years.

Depreciation is applied against assets’ acquisition cost after

deducting any residual value. Assets’ residual values and expected

useful lives are reviewed at each balance sheet date.

Depreciation is calculated using the straight-line method over the

expected useful lives of each of the following fixed asset

categories:

NOTE 9

LEASES

9.1. Right-of-use assets by category of leased assets

Other property,

plant and

Premises

Vehicles

IT equipment

equipment

Total

(in millions of euros)

Gross value

31 December 2018

523.5

52.3

56.5

-27.6

35.7

0.3

7.8

-9.3

37.6

5.6

7.8

-11.4

2.1

600.7

58.6

72.2

-49.0

2.1

First-time application of IFRS 16

Changes in scope

Acquisitions

Disposals – Scrapping

Other movements

4.0

0.4

0.2

-0.7

Translation adjustments

4.5

0.2

0.1

4.9

31 December 2019

609.1

15.2

68.0

-82.6

-1.2

34.6

0.6

6.8

-5.6

0.3

0.6

41.8

3.5

-10.8

-0.3

0.3

4.0

0.0

1.4

-0.6

-0.1

689.4

15.9

79.7

-99.7

-1.2

Changes in scope

Acquisitions

Disposals – Scrapping

Other movements

Translation adjustments

3.1

3.9

31 DECEMBER 2020

Depreciation

611.6

37.3

34.5

4.6

688.0

31 December 2018

256.5

13.6

74.4

-21.2

18.1

0.2

9.9

-9.2

21.6

0.2

10.8

-11.1

0.1

1.9

0.3

1.2

-0.7

298.1

14.3

96.4

-42.2

0.1

First-time application of IFRS 16

Changes in scope

Charges

Disposals – Scrapping

Other movements

Translation adjustments

2.1

0.1

0.0

0.1

2.3

31 December 2019

325.5

8.4

86.9

-68.2

0.2

19.0

0.3

9.4

-5.6

0.1

-0.1

21.7

9.2

-10.1

-0.0

-0.1

2.8

0.0

0.9

-0.5

-0.0

-0.1

369.1

8.6

106.4

-84.4

0.2

Changes in scope

Charges

Disposals – Scrapping

Other movements

Translation adjustments

-1.9

-2.3

31 DECEMBER 2020

Net value

350.9

23.0

20.6

3.1

397.7

31 December 2018

31 December 2019

283.6

15.5

20.1

1.2

320.4

31 DECEMBER 2020

260.7

14.3

13.8

1.5

290.3

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Leases

Leases are recognised in the balance sheet at the lease

commencement date, which corresponds to the date at which

the lessor makes the underlying asset available to the lessee, and

results in the recognition of a balance sheet asset within

Right-of-use assets and a liability within Lease liabilities. The

value of lease liabilities corresponds to the present value of

minimum future payments, discounted over the lease term using

either the interest rate implicit in the lease or otherwise the

incremental borrowing rate of the entity leasing the asset. The

lease term chiefly reflects the non-cancellable period of the lease.

The Group may adjust it, where it consider this to be reasonable,

to reflect the period of a renewal or an extension option, which

could be exercised, or an early termination option, which could

be invoked where the corresponding penalties (contractual

penalties and economic costs of doing so) would be more than

negligible.

guarantees, the exercise price of a purchase option, and

termination or non-renewal penalties if the Group is reasonably

certain to exercise or not exercise these options. Some of these

values may change over the term of the lease, in which case the

values of lease liabilities and right-of-use assets are revised

upward or downward. They do not include any service

components that may be included in the lease, which continue

to be recognised as expenses.

In the balance sheet, Lease liabilities are split out into

non-current and current portions. Right-of-use assets are

amortised on a straight-line basis over the lease term or the

useful life of the underlying asset if the lease transfers ownership

of the asset to the lessee, or if the lessee is reasonably certain of

exercising a purchase option. In the income statement, these

amortisation expenses are included within Depreciation,

amortisation, provisions and impairment under Operating profit

on business activity.The Net interest expense on lease liabilitiesis

split out from the line item Other financial income and expenses.

At the lease commencement date, the value of the right-of-use

asset recognised in the balance sheet corresponds to the lease

liability adjusted for any initial direct costs incurred in obtaining

the lease, prepaid lease payments, incentives received from the

lessor at that date, or costs to be incurred by the lessee in

dismantling and removing the underlying asset.

Finally, as an exception, short-term leases (lease term of

12 months or less) and leases of low-value assets (individual

value less than 5,000 USD) are directly recognised as expenses

and are therefore not restated in the balance sheet. Variable

lease payments are also recognised as expenses according to the

use or revenue generated by the use of the underlying asset.

Minimum future payments include fixed lease payments, variable

lease payments that depend on an index or a rate, residual value

9.2. Breakdown of lease liabilities by maturity

Breakdown of non-current portion

than

5 years

Carrying

amount

Non-

current

1 to

2 years

2 to

3 years

3 to

4 years

4 to

5 years

Current

(in millions of euros)

LEASE LIABILITIES

317.5

91.3

226.2

61.2

44.5

33.1

26.4

60.9

NOTE 10

EQUITY-ACCOUNTED INVESTMENTS

10.1. Net profit from associates

% held at

31/12/2020

% held at

31/12/2019

31/12/2020

31/12/2019

(in millions of euros)

Share of net result of Axway Software

Share of net result of Holocare

2.7

-0.5

32.38%

66.67%

1.8

32.57%

TOTAL

2.3

1.8

196

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

10.2. Carrying amount of investments in associates

The carrying amount of investments in associates consisted mainly of the value of Axway Software shares. This latter changed as follows:

Axway Software shares

Carrying

amount

Gross value

Impairment

(in millions of euros)

31 December 2018

195.1

Changes in scope

Share capital transactions

Dividends paid

-2.8

1.8

0.9

0.0

-2.8

1.8

0.9

0.0

Net profit

Translation adjustments

Changes in shareholding

Disposal

Other movements

0.0

31 December 2019

195.0

Changes in scope

Share capital transactions

Dividends paid

0.2

2.7

-6.6

-0.7

0.2

2.7

-6.6

-0.7

Net profit

Translation adjustments

Changes in shareholding

Disposal

Other movements

1.4

31 DECEMBER 2020

192.0

At 31 December 2020, Sopra Steria Group held a 32.38% stake,

versus32.57% at 31 December 2019. This stake does not give the

Group a controlling interest in this subsidiary and does not allow it

to involve itself in the running of business or influence variable

returns from this subsidiary. As such, the Group exerts a significant

influence and reviews this situation each financial year. In 2020, no

events or developments occurred that changed this situation.

Their recoverable amount is estimated as follows:

31/12/2020

31/12/2019

(in millions of euros)

Market value (Category 1)*

Market value less costs to sell

Value in use

186.7

182.9

234.2

85.7

84.0

207.4

DCF calculation parameters:

- Discount rate

- Perpetual growth rate

8.6%

2.2%

9.5%

2.0%

RECOVERABLE AMOUNT

234.2

207.4

(*) Since Axway Software’s shares are listed, their fair (market) value less costs of disposal is equal to market price less costs to sell, which

constitutes the Level 1 fair value under IFRS.

Their value in use – the higher of the two values used to determine

the recoverable amount – supports the carrying amount of the

equity-accounted Axway Software shares at 31 December 2020.

in the discount rate, nor a 0.5-point decrease in the perpetual

growth rate, nor the combination of these two factors would lead

to an impairment loss. This test is based on the judgement of

management and was developed within the context of uncertainties

inherent in the transformation of Axway Software’s business model.

The Group tested 0.5-point changes in its assumptions, all other

things being equal. Based on this test, neither a 0.5-point increase

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

197

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

❙

SUMMARY FINANCIAL INFORMATION RELATING TO THE AXWAY SOFTWARE GROUP

31/12/2020

31/12/2019

(in millions of euros)

Non-current assets

Current assets

Equity

Non-current liabilities excluding equity

Current liabilities

Revenue

421.7

137.8

355.5

82.6

121.4

297.2

442.7

126.2

362.6

75.7

130.6

300.0

NET PROFIT

8.5

5.4

Recognition and impairment of investments in associates

must carry out an impairment test consisting of comparing the

carrying amount of the relevant equity-accounted investment with

its recoverable amount.

Investments in associates are initially recognised at acquisition

cost, and their value is then adjusted to reflect changes in the

Group’s share of their net assets. The remainder of this share

appears under Equity-accounted investments on the asset side of

the balance sheet. Its change over the financial year is recognised

in profit or loss within Net profit from associates.

Under IAS 36, the recoverable amount of an investment in an

associate is the higher of its value in use, calculated on the basis of

future cash flows, and the fair value of the investment less costs of

disposal. Where an associate’s shares are listed, fair value less costs

of disposal is equal to market price less costs to sell: in the absence

of any firm sale agreement, this is the price at which the shares are

currently trading.

Equity-accounted shares in a company constitute a single asset

and must be tested for impairment in accordance with IAS 36

Impairment of Assets.

Any impairment losses are charged to profit or loss as Other

operating income and expenses.

Goodwill on associates is included in the value of

equity-accounted investments, the value of which is measured

inclusive of goodwill. As such, goodwill on associates mustnot be

tested for impairment separately.

Where there is an improvement in the recoverable amount of an

equity-accounted investment such that the impairment loss may

be written back, the full amount of the impairment loss, including

the portion relating to goodwill, must be written back.

At each balance sheet date, where there is an indication of

impairment of an investment in an associate, the parent company

NOTE 11

PROVISIONS AND CONTINGENT LIABILITIES

11.1. Current and non-current provisions

Reversals

Non-

current

portion

Changes

in scope

Reversals

(used)

(not

Translation

adjustments

Current

portion

(in millions of euros)

01/01/2020

Charges

used)

Other

31/12/2020

Disputes

Losses on contracts

4.1

0.6

2.5

1.8

0.7

-0.5

-1.9

-0.3

1.9

2.6

-0.0

-0.1

9.5

1.9

7.0

1.2

2.5

0.7

Tax risks other than

income tax

Restructuring

40.8

4.0

0.9

-4.7

-0.4

37.0

8.2

37.0

2.2

8.4

-3.8

-0.0

6.0

Cost of renovating

premises

Other contingencies

8.8

18.6

2.8

14.5

-0.3

-1.8

-1.3

-2.0

3.0

-5.9

-0.4

-0.7

12.6

46.8

10.2

31.8

2.4

15.0

24.0

TOTAL

77.0

27.4

28.3

-8.4

-8.7

1.6

-1.1

116.0

89.4

26.6

198

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Provisions for disputes mainly cover disputes before employment

tribunals and end-of-contract bonuses for employees (4.6 million

at 31 December 2020, versus3.1 million at 31 December 2019).

The remainder corresponds to customer disputes, primarily in

France.

Provisions for restructuring correspond to the cost of one-off

restructuring measures, mainly in Germany (5.7 million) and

France (1.4 million).

Other provisions for contingencies mainly cover risks relating to

clients and projects (36.3 million, including 2.4 million in

France, 4.4 million in the United Kingdom, 3.7 million in

Germany and 23.5 million for Sopra Banking Software from the

acquisition of Fidor Solutions), contractual risks (3.7 million) and

employee-related risks (4.1 million).

Provisions for tax risks other than income tax mainly concern risks

relating to the RD tax credit in France.

Present obligations resulting from past events involving third

parties are recognised in provisions only when it is probable that

such obligations will give rise to an outflow of resources to third

parties without consideration from said parties that is at least

equivalent, and if the outflow of resources can be reliably

measured.

detailed plan presented or the plan implementation has

commenced. This cost mainly corresponds to severance payments,

early retirement, costs related to notice periods not worked,

training costs for departing employees and other costs relating to

site closures. A provision is recognised for the rent and related

costs to be paid, net of estimated subleasing income, in respect of

any property if the asset is subleased or vacant and is not intended

to be used in connection with main activities.

Since provisions are estimated based on future risks and expenses,

such amounts include an element of uncertainty and may be

adjusted in subsequent periods. The impact of discounting

provisions is taken into account if significant.

Scrapped assets and impairment of inventories and other assets

directly related to the restructuring measures are also recognised

in restructuring costs.

In the specific case of restructuring, an obligation is recognised as

soon as the restructuring has been publicly announced and a

11.2. Contingent liabilities

The contingent liabilities recognised arose as a result of the Sopra-Steria business combination in 2014 and the acquisition of Sodifrance

in 2020.

At 31 December 2020, they totalled 6.9 million after tax, including 6.0 million corresponding to tax and contractual risks in India.

To the extent that a liability is not probable or may not be reliably estimated, a contingent liability is disclosed by the Group among its

commitments given. By exception, in connection with business combinations, the Group may recognise a contingent liabilityon the balance

sheet if it results from a present obligation arising from past events and its fair value can be reliably estimated, even where it is not probable

that an outflow of resources will be necessary to extinguish the obligation.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

199

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

NOTE 12

FINANCING AND FINANCIAL RISK MANAGEMENT

12.1. Financial income and expenses

12.1.1. Cost of net financial debt

Financial year 2020

Financial year 2019

(in millions of euros)

Interest income

1.4

2.7

Income from cash and cash equivalents

1.4

-10.4

-0.9

2.7

-11.4

-1.2

Interest expenses

Gains and losses on hedges of gross financial debt

Cost of gross financial debt

-11.3

-12.6

COST OF NET FINANCIAL DEBT

-9.9

The 1.3 million decrease in interest income resulted from the

lower average balance of investments in India (29.7 million in

2020, versus 37.1 million in 2019) and from the lower rate of

returns (3.8% in 2020 versus6.2% in 2019).

Medium-Term Notes) was 691 million in 2020, versus

828 million in 2019. The average cost of borrowing after hedging

was 1.64% in 2020 (1.52% in 2019). This increase in the average

cost of borrowing resulted in part from the decrease in the amount

of NEU CP and new issues of NEU MTN, as well as from the

combined decrease in the interest rates and balance on the

syndicated loan.

The Cost of gross financial debt (11.3 million) was down by

1.3 million. The average amount of debt outstanding in respect

of bank borrowings, bonds, NEU CP (Negotiable European

Commercial Paper) and NEU MTN (Negotiable European

12.1.2. Other financial income and expenses

Financial year 2020

Financial year 2019

(in millions of euros)

Foreign exchange gains and losses

Other financial income

0.5

0.1

0.6

-7.6

-4.2

-0.9

0.7

0.9

-9.9

-6.9

-0.9

-0.0

2.7

Net interest expense on lease liabilities

Net interest expense on retirement benefit obligations

Expense on unwinding of discounted non-current liabilities

Change in the value of derivatives

Gain or loss on disposal of financial assets

Other financial expenses

0.0

-4.4

-0.5

Total other financial expenses

-16.4

-15.7

TOTAL OTHER FINANCIAL INCOME AND EXPENSES

-15.4

-14.7

Other financial expenses include the impairment of securities for 3.3 million.

200

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

12.2. Cash and cash equivalents

31/12/2020

31/12/2019

(in millions of euros)

Short-term investment securities

Cash and cash equivalents

39.4

206.1

23.5

174.0

Cash and cash equivalents

245.5

197.5

Current bank overdrafts

-0.6

-4.9

NET CASH IN THE CASH FLOW STATEMENT

245.0

192.6

Net cash and cash equivalents include available liquid funds (cash at

bank and in hand), liquid marketable securities that meet the

definition of cash equivalents, bills of exchange presented for

collection and falling due before the balance sheet date, and

temporary bank overdrafts.

the liquidity agreement. The risk of a change in value on these

investments is negligible.

Of the 245.5 million in cash and cash equivalents (excluding

current bank overdrafts) at 31 December 2020, 148.7 million was

held by the parent company and 96.8 million by the subsidiaries.

Among the subsidiaries, entities in India contributed 41.5 million

to net cash and cash equivalents at 31 December 2020 (versus

27.1 million at 31 December 2019).

Net debt, as presented in Note 12.3, is more representative of the

Group’s financial position.

Marketable securities and other short-term investments include

money-market holdings, short-term deposits and advances under

Cash and cash equivalents comprise cash, bank demand deposits,

other highly liquid investments with maturities not exceeding three

months, and bank overdrafts. Bank overdrafts are included in

current liabilities as part of Financial debt – Short-term portion.

UCITS classified by the AMF (France’s financial markets regulator)

as belonging to the “money market fund” and “short-term money

market fund” categories are, for practical purposes, presumed to

automatically meet all four quoted eligibility criteria. Other cash

UCITS cannot be presumed to be eligible for classification as “cash

equivalents”: an analysis must be carried out to establish whether

or not the four quoted criteria are met.

Cash equivalents are defined as short-term, highly liquid

investments that are readily convertible to known amounts of

cash, and that are subject to an insignificant risk of changes in

value, with the exception of foreign exchange impacts.

Cash equivalents are recognised at fair value; changes in fair value

are charged to profit or loss under Cost of net financial debt.

12.3. Financial debt – Net financial debt

Current

Non-current

31/12/2020

31/12/2019

(in millions of euros)

Bonds

2.3

11.9

91.8

0.6

249.4

185.1

130.0

251.7

197.0

221.8

0.6

251.6

223.5

231.4

4.9

Bank borrowings

Other sundry financial debt

Current bank overdrafts

FINANCIAL DEBT

106.6

-39.4

-206.1

564.5

671.2

-39.4

-206.1

711.4

-23.5

-174.0

Short-term investment securities

Cash and cash equivalents

NET FINANCIAL DEBT

-138.9

564.5

425.6

513.9

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

201

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Financial debt essentially comprises the following:

NEU MTN medium-term negotiable securities, which have

maturities spread over one to five years from issuance, and are

recognised at amortised cost;

bond debt and bank borrowings, initially recognised at fair

value net of transaction costs incurred. Borrowings are

subsequently recognised at amortised cost; any difference

between the capital amounts borrowed (net of transaction

costs) and the amounts repayable is recognised in profit or loss

over the duration of the borrowings using the effective interest

method;

current bank overdrafts.

Financial debt repayable within 12 months of the balance sheet

date is classified as current liabilities.

NEU CP short-term negotiable securities, which have a maturity

of less than 12 months and are recognised at amortised cost;

12.3.1. Bonds

12.3.3. Other financial debt

On 5 July 2019, the Group issued a 250 million bond to

top-ranking institutional investors. The bond has two tranches: a

7-year 130 million bond with a fixed annual coupon of 1.749%,

and an 8-year 120 million tranche with a fixed annual coupon of

2.0%.

In 2015, the Group arranged an unrated multi-currency NEU CP

programme of short-term negotiable securities that was not

underwritten, in a maximum amount of 700 million. This

programme is presented in documentation available on the Banque

de France website, which was last updated on 30 June 2020. The

average amount outstanding under the NEU CP programme was

110.1 million in 2020, compared with 268.2 million in 2019.

12.3.2. Bank borrowings

In 2014, the Group took out a 1,200 million five-year borrowing

facility with two options to extend the expiry date by one year.

This facility comprised a 200 million amortising tranche, an

£80 million amortising tranche and a 900 million multi-currency

revolving credit line. In 2018, following the exercise of the second

one-year extension option, the expiry date was postponed to 6 July

2023. At 31 December 2020, the outstanding amount drawn on

the loan was from the two amortising tranches (96 million and

£38.4 million after contractual amortisations for the period). The

900 million multi-currency revolving credit facility is undrawn. In

addition, the Group also has two non-amortising bilateral bank

facilities: one drawn to 60 million and the other undrawn for

50 million, both maturing in 2024.

The outstanding amount under the NEU CP programme at

31 December 2020 was 65.0 million (120.0 million at

31 December 2019). The NEU CPs are included in Other sundry

financial debt.

In December 2017, as part of its efforts to diversify its borrowings,

the Group arranged an NEU MTN programme of medium-term

negotiable securities that was not underwritten, with a maximum

amount of 300 million. As was the case for the earlier NEU CP

programme, the NEU MTN programme is presented in

documentation available on the Banque de France website. The NEU

MTN programme pays fixed or floating rates, with a spread at each

issue date, and maturities range from one to five years. At

31 December 2020, the outstanding amount under the NEU MTN

programme was 144.0 million, with maturities of up to three

years (99.0 million at 31 December 2019). The net increase in the

amount of NEU MTN corresponded to 65 million in matured

securities and 110 million in new issues. The NEU MTNs are

included in Other sundry financial debt.

202

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

12.4. Derivatives reported in the balance sheet

31/12/2020

Breakdown by class of financial instrument

Assets and

liabilities at

fair value

through

profit or

loss

Financial

assets at

fair value

through

OCI

Financial

liabilities

Other items

not

considered

as financial

instruments

Loans,

receivables

and other

debt

Carrying

amount

Fair

value

amortised

(in millions of euros)

cost Derivatives

Non-current financial assets

74.0

19.4

54.2

0.3

Trade receivables and related

accounts

Other current assets

954.6

410.6

245.5

954.6

410.6

245.5

954.6

323.9

1.2

85.5

Cash and cash equivalents

245.5

FINANCIAL ASSETS

1,684.6

245.5

19.4

1,332.7

1.5

85.5

Financial debt – Long-term

portion

Other non-current liabilities

564.5

104.1

564.5

104.1

564.5

101.7

2.4

Financial debt – Short-term

portion

106.6

Trade payables and related

accounts

Other current liabilities

278.6

1,167.1

278.6

1,167.1

278.6

1,061.0

3.8

102.2

FINANCIAL LIABILITIES

2,221.0

1,441.3

671.2

6.2

102.2

Items measured at fair value through profit or loss, and derivative

hedging instruments, are valued by reference to quoted interbank

interest rates (such as Euribor) and to foreign exchange rates set

daily by the European Central Bank. All financial instruments in this

category are financial assets and liabilities classified as such upon

first recognition.

through the use of derivatives, including exchange-traded futures

and options as well as over-the-counter instruments with top-tier

counterparties, as part of its overall risk management policy and due

to the substantial scale of its production activities in India, Poland

and Tunisia.

Derivatives are recognised at fair value in the consolidated balance

sheet.

Financial debt is recognised at amortised cost using the effective

interest rate. Hedging instruments may be put in place to hedge

against fluctuations in interest rates by swapping part of the

Group’s floating-rate debt for fixed-rate debt.

Changes in the fair value of derivatives not qualifying for hedge

accounting are recognised directly in profit or loss for the period.

Income tax receivables and payables are not financial instruments.

The Group has entered into and continues to implement

transactions designed to hedge its exposure to foreign currency risk

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

203

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The profit and loss impact of these financial instruments is as follows:

31/12/2020

Breakdown by category of instrument

Fair value

through

profit or

Financial

assets at

fair value

Loans,

receivables

and other

debt

Liabilities at

amortised

cost

Profit or

loss impact

loss through OCI

Derivatives

(in millions of euros)

Total interest income

Total interest expense

Remeasurement

1.4

-10.4

-0.9

1.4

-10.4

-0.9

NET GAINS OR LOSSES

-9.9

1.4

-10.4

-0.9

The Group uses derivatives such as currency forwards, swaps and

options to hedge its exposure to interest rate risk and fluctuations

in foreign currencies. Derivatives are recognised at fair value.

purchase or sale for hedges of commercial risk. Fair value gains

and losses on the hedged item attributable to the hedged risk

adjust the carrying amount of the hedged item and are also

recognised in profit or loss.

Any gains or losses resulting from fair value movements in

derivatives not designated as hedging instruments are recognised

directly in profit or loss as Other financial income and expenses.

b. Cash flow hedges

The gain or loss corresponding to the effective portion of the

hedging instrument is recognised directly in equity, while the

ineffective portion is taken to profit or loss, in Other financial

income and expenses.

The fair value of currency forwards is calculated by reference to

current rates for contracts with similar maturity profiles. The fair

value of interest rate swaps is determined by reference to the

market value of similar instruments.

Gains and losses recognised directly in equity are released to profit

or loss under Other comprehensive income in the period during

which the hedged transaction impacts profit or loss.

For hedge accounting purposes, hedges are classified as either:

fair value hedges, which hedge exposure to changes inthe fair

value of a recognised asset or liability or a firm commitment

(except foreign currency risk);

If the Group does not expect the realisation of the forecast

transaction or commitment, the gains and losses previously

recognised directly in equity will be released to profit or loss. If the

hedging instrument matures, is sold, cancelled or exercised and is

not replaced or renewed or if its designation as a hedging

instrument is revoked, amounts previously recognised in equity will

be held in equity until realisation of the forecast transaction or

firm commitment.

cash flow hedges, which hedge exposure to fluctuations incash

flows attributable either to a specific risk associated with a

recognised asset or liability or a highly probable future

transaction or foreign currency risk on a firm commitment;

hedges of a net investment in a foreign operation.

Hedging instruments that satisfy hedge accounting criteria are

recognised as follows:

c. Hedges of a net investment

Hedges of a net investment in a foreign operation, including

hedges of monetary items recognised as part of a net investment,

are recognised in Other comprehensive income.

a. Fair value hedges

Changes in the fair value of a derivative designated as a fair value

hedge are recognised in profit or loss (Other current operating

income and expenses or Other financial income and expenses

according to the type of hedged item). The ineffective portion of

the hedges is recognised in profit or loss as part of Other financial

income or Other financial expenses, either over the term of the

instrument for financial hedges, or at the date of the hedged

The gain or loss corresponding to the effective portion of the

hedging instrument is recognised directly in equity, while the

ineffective portion is taken to profit or loss.

On the disposal of the foreign operation, cumulative gains and

losses recognised directly in equity are released to profit or loss.

204

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

12.5. Financial risk management

12.5.1. Liquidity risk

The Group aims to diversify its borrowings. It launched a

300 million NEU MTN programme in December 2017 to

supplement its 700 million NEU CP programme. In addition,

fixed-rate bilateral credit lines were in place for a total of

110 million, with maturities in 2024. At 31 December 2020,

bilateral credit lines were drawn down in the amount of

60 million.

The Group’s policy is to have borrowing facilities at its disposal that

are much larger than its needs and to manage cash centrally at

Group level where permitted by local law. Moreover, subsidiaries’

cash surpluses or borrowing requirements are managed centrally,

being invested or met by the Sopra Steria Group parent company,

which carries the bulk of the Group’s borrowings and bank credit

lines.

At 31 December 2020, the Group had lines of credit totalling

1,573 million, 29% of which was drawn down.

In 2020, the Covid-19 crisis did not have any significant

consequences on the Group’s liquidity given the financing already in

place and the cash generation during the period. The Group

renewed 65 million in NEU MTN maturing January 2020,

refinancing them in the amount of 110 million and was not

significantly impacted by the temporary closure in April 2020 of the

NEU CP market for non-rated borrowers.

Undrawn available credit lines amounted to 950 million

(900 million in RCFs and 50 million in bilateral credit lines), in

addition to undrawn overdraft facilities for 161 million. Aside

from the syndicated loan, bilateral credit lines and bonds, the

Group’s financing essentially consists of issues under NEU CP

(short-term commercial paper) and NEU MTN programmes. These

lines of credit break down as shown below:

Amount authorised

at 31/12/2020

Drawdown Drawdown

at 31/12/2020 rate

Repayment

terms

Interest rate

at 31/12/2020

£m

Available lines of credit

At maturity

130m 07/2026

Bond

Syndicated loan

250.0

96.0

250.0

96.0

100% 120m 07/2027

1.87%

Amortising

until 2023

Amortising

until 2023

Tranche A

100%

0.90%

0.93%

Tranche B

38.4

Multi-currency revolving credit

facility

Bilateral credit lines

Other

At maturity

07/2023

900.0

110.0

12.9

60.0

12.9

0.5

55%

100%

2024

2021

N/A

0.40%

0.00%

0.57%

Overdraft

161.5

Total lines of credit authorised

per currency

1,530.4

38.4

419.4

38.4

TOTAL LINES OF CREDIT

AUTHORISED ( EQUIVALENT)

1573.1

462.1

29%

1.34%

Other types of financing used

NEU CP NEU MTN

Other

N/A

209.0

0.1

N/A

2021 to 2023

0.10%

N/A

Total financing per currency

628.4

TOTAL FINANCING (

EQUIVALENT)

671.2

0.95%

Interest rates payable on the syndicated loan equal the interbank

rate of the currency concerned at the time of drawdown (minimum

0%), plus a margin set for a period of six months based on the

leverage ratio.

the first – known as the leverage ratio – is equal to net financial

debt divided by pro formaEBITDA;

the second – known as the interest coverage ratio – is equal to

pro formaEBITDA divided by the cost of net financial debt.

The 250 million bond issued on 5 July 2019 has an effective

interest rate of 1.749% for the 130 million tranche and 2% for

the 120 million tranche.

The first financial ratio must not exceed 3.0 at any reporting date.

The second ratio must not fall below 5.0.

Net financial debt is defined on a consolidated basis as all loans and

related borrowings (excluding intercompany liabilities and lease

liabilities), less available cash and cash equivalents.

The syndicated loan and bond issue are subject to terms and

conditions, which include financial covenants.

Two financial ratios are calculated every six months using the

consolidated financial statements on a 12-month rolling basis:

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

205

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Pro forma EBITDA is consolidated operating profit on business

activity adding back depreciation, amortisation and provisions

included in operating profit on business activity before the impact

of IFRS 16 Leases(see Note 1.5.1). It is calculated on a 12-month

rolling basis and is therefore restated so as to be presented in the

financial statements at constant scope over 12 months.

At 31 December 2020, the net financial debt/pro formaEBITDA ratio covenant was met, with the ratio coming in at 1.12 compared with a

covenant of 3.0. It is calculated as follows:

31/12/2020

31/12/2019

(in millions of euros)

Short-term borrowings ( 1 year)

Long-term borrowings ( 1 year)

Cash and cash equivalents

106.6

564.5

-245.5

217.1

494.4

-197.5

Other financial guarantees

Net financial debt (including financial guarantees)

Pro formaEBITDA

425.6

379.4

513.9

408.3

NET FINANCIAL DEBT/PRO FORMA EBITDA RATIO

1.12

1.26

For the second ratio, pro formaEBITDA is as defined above and the cost of net financial debt is also calculated on a rolling 12-month basis.

At 31 December 2020, the “Pro formaEBITDA/Cost of net financial debt” covenant – requiring a ratio of at least 5.0 – was met, with the

ratio coming in at 38.27. It is calculated as follows:

31/12/2020

31/12/2019

(in millions of euros)

Pro formaEBITDA

379.4

9.9

408.3

9.9

Cost of net financial debt

PRO FORMA EBITDA/COST OF NET FINANCIAL DEBT RATIO

38.27

41.35

In addition to satisfying the financial ratio prerequisites described

above, the Group’s two main financing agreements also contain:

early repayment if all or a substantial number of the Company’s

assets are sold;

certain performance requirements that are entirely customary for

repayment using proceeds from asset disposals (beyond a

specified threshold);

this type of financing;

clauses relating to events of default such as payment default,

repayment of a sum equal to each new borrowing taken out by

the Company (beyond a specified threshold);

inaccurate tax returns, cross-default, bankruptcy, or the

occurrence of an event having a material adverse effect;

renegotiation of the financing terms and conditions in the event

of financial market disruption (i.e.market disruption clause). This

clause is only applicable if a minimum number of banks are

unable to obtain refinancing on the capital market at the dateon

which the financing is requested, given interest rate fluctuations.

The purpose of this clause is to find a replacement rate.

clauses stipulating early repayment in full in the event that there

is a change of control in ownership of the Company.

The bank loan agreement also stipulates a number of circumstances

in which the loan must be repaid in advance, in full or in part as

applicable, or renegotiated with the banks:

At 31 December 2020, the maturity schedule for the Group’s financial debt was as follows:

Total

contractual

flows

Less

than

1 year

than

5 years

Carrying

amount

1 to

2 years

2 to

3 years

3 to

4 years

4 to

5 years

(in millions of euros)

Bond

Bank borrowings

NEU CP MTN

Other sundry financial debt

Current bank overdrafts

251.7

197.0

209.0

12.8

277.7

205.7

210.3

12.9

4.6

14.6

79.4

12.9

0.6

4.6

14.1

70.5

4.6

117.0

60.4

4.6

60.0

4.6

254.8

0.6

Financial debt

671.2

-39.4

-206.1

707.2

-39.4

-206.1

112.0

-39.4

-206.1

89.2

182.0

64.6

4.6

254.8

Short-term investment securities

Cash and cash equivalents

CONSOLIDATEDNET

FINANCIAL DEBT

425.6

461.7

-133.5

89.2

182.0

64.6

4.6

254.8

206

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

At 31 December 2020, the Group’s gross borrowings broke down as follows by type of debt and currency:

Currency of origin

Pound sterling

Euro

Other

Total

(in millions of euros)

Bond

Bank borrowings

Short-term bank borrowings ( 1 year)

NEU CP (commercial paper) MTN

Other sundry financial debt

Bank overdrafts (cash liabilities)

251.7

146.1

8.4

209.0

12.8

0.5

251.7

185.1

11.9

209.0

12.8

0.5

39.0

3.6

GROSS FINANCIAL DEBT

628.5

42.6

671.2

At 31 December 2020, the Group’s portfolio of investment securities broke down as follows:

Advances under the liquidity

Total portfolio

of investment securities

Short-term investments

agreement

(in millions of euros)

Net asset value

NET POSITION

39.3

2.0

41.2

39.3

2.0

41.2

Short-term investments are managed by the Group’s Finance

Department, and comply with internally defined principles

of prudence.

Thanks to these various measures, the Group considers that it has

implemented a system that significantly reduces its bank

counterparty risk in the current economic context. However, the

Group remains subject to a residual risk which may affect its

performance under certain conditions.

At constant exchange rates relative to 31 December 2020, and

taking into account short-term investments held at that date, a

50-basis-point decrease in floating rates would reduce annual

financial income by 0.2 million.

12.5.3. Interest rate risk

The Group’s aim is to protect itself against interest rate fluctuations

by hedging part of its floating-rate debt and investing its cash over

periods of less than three months.

12.5.2. Bank counterparty risk

All foreign currency and interest rate hedges are put in place with

leading banks belonging to the Group’s banking syndicate, with

which market transaction agreements have been signed.

The derivatives used to hedge the debt are interest rate swap

contracts or options, which may or may not be eligible for hedge

accounting.

The majority of the Group’s financial investments relate to the

subsidiaries in India and the Sopra Steria Group parent company.

Financial investments are carried out either via short-term bank

deposits with banks mainly belonging to the banking syndicate, or

via money-market instruments managed by leading financial

institutions, which are themselves subsidiaries of banks mainly

belonging to the syndicate. These investments are subject to

approval by the Group, and comply with internally defined

principles of prudence.

The eligible counterparties for interest rate hedging and investments

are leading financial institutions which belong to the Sopra Steria

banking syndicate. These financial instruments are managed by the

Group’s Finance Department.

All of the Group’s interest rate hedges have been put in place

through the parent company (Sopra Steria Group).

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

207

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Following the arrangement in July 2019 of a 250 million Euro PP fixed-rate bond issue with maturities of 7 and 8 years, the Group

restructured its portfolio of interest rate hedges to secure lower rates over longer maturities, as detailed below:

Fair value

31/12/2020

Maturity

Non-

current Current

Non-

current

Current Notional

1 to

assets

assets liabilities liabilities amount* 1 year

5 years 5 years

(in millions of euros)

Swap (cash flow hedge) in euros

Swap (cash flow hedge) in foreign

currency

Options eligible for hedge

accounting in euros

Options eligible for hedge

accounting in foreign currency

Swaps not eligible for hedge

accounting in euros

0.2

0.0

0.4

0.5

275.0

125.0

150.0

Options not eligible for hedge

accounting in euros

0.1

50.0

TOTAL INTEREST RATE HEDGES

0.2

0.0

0.4

0.5

325.0

175.0

150.0

(*) Excluding the notional amount of the swaption

The remeasurement of these financial instruments in equity is recognised in Other comprehensive income.

The remeasurement of these financial instruments in profit or loss is recognised in Other financial income and expenses.

The profit or loss and equity impacts of the Group’s interest rate hedging instruments are as follows:

Balance sheet amounts

Changes in fair value

Profit or loss impact

Ineffective

Changes

in fair

value

Changes

in scope

Other

changes

Equity

impact

portion of cash

Fair value

(in millions of euros)

31/12/2019

31/12/2020

flow hedges

hedges

Trading

Swap (cash flow hedge) in

euros

Swap (cash flow hedge) in

foreign currency

Options eligible for hedge

accounting in euros

-1.0

0.3

-0.7

0.2

0.0

-0.0

Options eligible for hedge

accounting in foreign

currency

Swaps not eligible

for hedge accounting in

euros

Options not eligible for

hedge accounting

-0.2

0.1

-0.1

0.1

TOTAL PRE-TAX IMPACT

-1.2

0.4

-0.8

0.2

0.0

-0.0

0.1

208

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The sensitivity of the interest rate derivatives portfolio to a plus or minus 50-basis-point change in the euro yield curves at 31 December

2020 is as follows:

-50 bp

+50 bp

Equity

PL impact

(hedge ineffectiveness)

Equity impact

impact

(in millions of euros)

(hedge ineffectiveness)

Swaps (cash flow hedge) in euros

Swaps (cash flow hedge) in foreign currency

Swaps not eligible for hedge accounting

Options eligible for hedge accounting in euros

Options eligible for hedge accounting in foreign currency

Options not eligible for hedge accounting

0.7

-0.2

-0.0

0.0

TOTAL

-0.2

0.0

0.7

0.0

Total impact

-0.2

0.7

The total amount of gross borrowings subject to interest rate risk was 311.2 million. Interest rate hedges in force at 31 December 2020

reduced this exposure to 36.2 million.

The Group’s residual exposure to interest rate risk is as follows:

Less

than

1 to

2 to

3 to

4 to

Rate 31/12/2020 1 year

2 years 3 years 4 years 5 years 5 years

(in millions of euros)

Fixed rate

Floating rate

Fixed rate

41.2

204.3

41.2

204.3

Short-term investment securities

Floating rate

Total financial assets

Fixed rate

245.5

-251.7

-136.7

-60.3

-174.0

-35.0

-12.9

245.5

-2.2

-10.7

-0.3

Financial assets

Bonds

Bank borrowings

NEU CP (commercial paper) MTN

0.1

-10.7

0.1

-115.2

0.1

-60.0

0.1

-249.9

Floating rate

Fixed rate

Floating rate

Fixed rate

Floating rate

Fixed rate

Floating rate

Fixed rate

Floating rate

-79.0

-70.0

-25.0

-35.0

-12.9

Other financial debt

-0.6

-359.9

-311.2

-0.6

-15.4

-90.3

-59.9

-249.9

0.1

-80.7

-34.9

-140.2

0.1

Total financial

liabilities

Financial liabilities

(gross exposure before hedging)

-671.2

-105.7

-80.7

-175.1

-59.9

0.1

-249.9

FIXED RATE

-359.9

-15.4

0.1

-34.9

-59.9

0.1 -249.9

NET EXPOSURE BEFORE

HEDGING

FLOATING RATE

-65.7

155.2

-80.7 -140.2

Fixed-rate payer swaps

in euros

Fixed-rate payer swaps

in foreign currency

Interest rate hedging

instruments

Fixed-rate payer

options

275.0

125.0

75.0

FIXED RATE

FLOATING RATE

FIXED RATE

-634.9 -140.4

-36.2 34.7

-634.9 -140.4

209.3 280.2

0.1 -109.9 -134.9

-80.7 -65.2 75.0

0.1 -109.9 -134.9

-80.7 -65.2 75.0

0.1

GROSS EXPOSURE AFTER

HEDGING

0.1

NET EXPOSURE AFTER HEDGING

FLOATING RATE

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

209

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The fair value of interest rate hedging derivatives is measured using

the following assumptions:

exposures, hedges the residual exposure through the use of

derivatives.

Level 1: Quoted data: 0%;

Foreign currency risk hedging mainly relates to transaction

exposures involving the Group’s production platforms in India,

Poland and Tunisia, and certain commercial contracts denominated

in US dollars and in Norwegian kroner. These hedges cover both

invoiced items and future cash flows: changes in fair value

corresponding to these hedges are taken to profit or loss for

invoiced items and to equity for future cash flows.

Level 2: Observable data: 100%;

Level 3: Internal models: 0%.

12.5.4. Foreign currency risk

The Group is subject to three main types of risks linked to

fluctuations in exchange rates:

The remeasurement through profit or loss of these financial

instruments hedging balance sheet items is offset by the revaluation

of foreign currency receivables over the period.

translation risk in the various financial statements making up the

Group’s consolidated financial statements for business conducted

in countries with a functional currency other than the euro;

The Group’s Finance Department provides hedging via futures or

options entered into either on organised markets or over the

counter with top-tier counterparties that are members of the

banking syndicate.

transaction risk linked to purchases and sales of services, where

the transaction currency is different from that of the country in

which the service is recognised;

financial foreign currency risk arising from the Group’s

foreign-currency borrowings (risk arising from changes in the

value of the financial debt denominated in pounds sterling).

The Group’s policy is not to conduct speculative transactions on

financial markets.

Finally, the structure of the Group’s borrowing, part of which is

denominated in sterling, provides a natural (if only partial) hedge

against currency translation risk on net assets, recognised directlyin

the balance sheet. Similarly, in connection with the Kentor

acquisition in Sweden, the Group entered into a hedging

arrangement for the Swedish krona to cover its financing

requirements for this entity.

As part of its general risk management policy, the Group

systematically hedges against foreign currency transaction risks that

constitute material risks for the Group as a whole.

Centralised management of foreign currency transaction risk is in

place with the Group’s main entities (apart from India).

Sopra Steria Group acts as the centralising entity, granting

exchange rate guarantees to subsidiaries and, after netting internal

The balance sheet value of the Group’s foreign currency hedging instruments, and applicable notional amounts hedged, are as follows:

Fair value

31/12/2020

Maturity

Non-

current

assets

Non-

current

assets liabilities liabilities

Less

than

1 year

than

5 years

Current

Current Notional

1 to

5 years

amount

(in millions of euros)

Fair value hedges

Foreign currency forwards

Foreign currency options

0.8

2.1

74.5

Cash flow hedges

Foreign currency forwards

Foreign currency options

0.1

0.4

0.0

1.9

0.1

0.9

0.2

131.2

17.3

44.2

12.3

87.0

5.0

Instruments not designated

for hedging*

0.0

8.1

6.4

1.8

TOTAL FOREIGN CURRENCY

HEDGES

0.1

1.2

2.0

3.3

231.1

137.3

93.7

The Group hedges the foreign exchange transaction risk but chooses in certain cases not to apply hedge accounting.

The remeasurement of these financial instruments in profit or loss is recognised in Other current operating income and expenses, with the

exception of the time value and the impact of financial instruments not eligible for hedge accounting, which are recognised in Other financial

income and expenses.

210

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

The profit or loss and equity impacts of the Group’s foreign currency hedging instruments are as follows:

Balance sheet amounts

Changes in fair value

Profit or loss impact

Ineffective

portion of

cash flow

hedges

Changes

Fair

value

hedges Trading

in fair

value

Changes

in scope

Other

changes 31/12/2020

Equity

impact

31/12/2019

(in millions of euros)

Fair value hedges

Foreign currency

forwards

Foreign currency

options

4.4

0.2

-5.8

-0.2

-1.3

-0.0

-5.8

-0.2

Cash flow hedges

Foreign currency

forwards

Foreign currency

options

1.1

0.1

-3.4

-0.9

-2.3

0.3

-3.4

-0.5

1.0

-0.3

Instruments not

designated

for hedging

0.0

0.5

-0.6

-0.1

0.5

TOTAL PRE-TAX

IMPACT

5.9

-9.7

0.4

-3.4

-3.9

-6.3

0.5

Exposure to foreign exchange risk is as follows:

❙

COMMERCIAL TRANSACTIONS

GBP

NOK

EUR

INR

TND

USD

SEK

Other

Total

(in millions of euros)

Assets

Liabilities

Foreign currency commitments

30.8

1.1

0.0

50.8

14.9

0.0

1.0

7.4

0.0

4.8

5.1

0.0

3.5

14.6

0.0

90.9

43.1

0.0

Net position before hedging

Hedging instruments

29.7

67.7

0.0

15.3

35.9

64.5

0.0

-6.4

-11.7

-0.3

-3.3

0.0

-11.2

-53.6

47.8

78.9

NET POSITION AFTER HEDGING

-38.0

-15.3

-28.6

0.0

5.3

3.0

0.0

42.4

-31.1

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

211

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

❙

FINANCING INCLUDING CURRENT ACCOUNT

GBP

NOK

EUR

INR

TND

USD

SEK

Other

Total

(in millions of euros)

Assets

Liabilities

Foreign currency commitments

187.8

-0.0

0.0

61.2

0.0

41.5

0.0

0.2

0.0

0.2

9.0

0.0

0.2

21.4

0.0

30.4

6.2

0.0

321.6

36.6

0.0

Net position before hedging

Hedging instruments*

187.9

284.4

61.2

0.0

41.5

0.0

0.2

0.0

-8.8

0.0

-21.2

-19.1

24.2

0.0

284.9

265.4

NET POSITION AFTER HEDGING

-96.6

61.2

0.0

41.5

0.2

-8.8

-2.2

24.2

19.6

Net investment hedge in foreign currency.

❙

TOTAL (MARKET POSITIONS+FINANCING)

GBP

NOK

EUR

INR

TND

USD

SEK

Other

Total

(in millions of euros)

Assets

Liabilities

Foreign currency commitments

218.6

1.1

0.0

61.2

0.0

50.8

14.9

0.0

41.5

0.0

1.2

7.4

0.0

5.0

14.1

0.0

0.2

21.4

0.0

33.9

20.8

0.0

412.4

79.7

0.0

Net position before hedging

Hedging instruments

217.6

352.1

61.2

15.3

35.9

64.5

41.5

0.0

-6.2

-11.7

-9.1

-3.3

-21.2

-19.1

13.0

-53.6

332.7

344.2

NET POSITION AFTER HEDGING

-134.6

45.9

-28.6

41.5

5.5

-5.9

-2.2

66.6

-11.5

❙

SENSITIVITY ANALYSIS

GBP

NOK

EUR

INR

TND

USD

SEK

Other

Total

(in millions of euros)

Currency change assumption (appreciation)

NET PROFIT IMPACT

0.2

-0.0

0.5

-0.3

0.1

0.0

0.4

0.9

EQUITY IMPACT

-6.9

2.3

-1.9

2.1

0.6

-0.4

-0.1

2.9

-1.5

12.5.5. Equity risk

At 31 December 2020, the value of treasury shares was

41.1 million.

The Group does not hold any investments in equities or any

significant equity interests in listed companies other than Axway

Software shares accounted for under the equity method (see

Note 10) and the shares in CS Communication Systèmes (see

Note 7.1.1).

Given the limited number of treasury shares it holds (1.51% of the

share capital), the Group is not materially exposed to equity risk.

Furthermore, since the value of treasury shares is deducted from

equity, changes in the share price have no impact on the

consolidated income statement.

212

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

NOTE 13

CASH FLOWS

13.1. Change in net financial debt

Proceeds

from/(Payments

on) borrowings

Changes

Translation

Other

31/12/2019

in scope adjustments movements

31/12/2020

(in millions of euros)

Bonds excluding accrued interest

Bank borrowings excluding accrued

interest

Other sundry financial debt

excluding current accounts and

accrued interest

250.0

-5.0

5.0

9.5

250.0

225.6

231.4

-33.2

-2.8

-0.4

198.8

221.8

-15.5

7.0

-1.5

0.4

Financial debt in the cash flow

statement

707.0

-0.0

-0.5

-53.7

0.1

0.7

21.5

0.0

-0.2

-4.3

-0.1

-0.0

670.6

-0.0

Current accounts

Accrued interest on financial debt

0.0

Financial debt excluding

current bank overdrafts

706.5

-4.9

23.5

-52.9

14.8

19.2

-4.1

21.4

-0.1

0.2

-4.4

-10.4

-3.5

-0.0

670.6

-0.6

39.4

Current bank overdrafts

Short-term investment securities

Cash and cash equivalents

174.0

27.1

9.1

0.0

206.1

Net cash in the cash flow

statement

192.6

30.0

27.2

-4.8

0.0

245.0

NET FINANCIAL DEBT

513.9

-82.9

-5.8

0.4

-0.0

425.6

Change in net financial debt

-88.3

The breakdown provided in the Change in net financial debt table

explains the purposes of the new borrowings and repayments of

existing borrowings recognised in the cash flow statement.

in that this caption includes the cash impact of Other financial

income and expenses(see Note 12.1.2).

Free cash flow is defined as net cash from operating activities

adjusted for the impact of purchases (net of disposals) of property,

plant and equipment and intangible assets during the period; lease

payments; all financial income and expenses payable or receivable

(except those related to lease liabilities); and additional

contributions paid to cover any deficits in certain defined-benefit

pension plans.

The change in net financial debt is broken down into indicators. Net

cash from operating activities is based on Operating profit on

business activity, after deducting the depreciation, amortisation and

the provisions it includes, which gives EBITDA, and other non-cash

items adjusted for tax paid, restructuring and integration costs, and

the change in the working capital requirement. It differs from Net

cash from operating activities as shown in the consolidated cash

flow statement presented in the financial statements on page 162,

Adjusted for net cash generated by financing activities and the

impact of exchange rate fluctuations on net debt, this explains the

change in net financial debt.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

213

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Financial year

2020

Financial year

2019

(in millions of euros)

Operating profit on business activity

300.2

354.3

Depreciation, amortisation and provisions (excluding allocated intangible assets)

187.4

159.3

EBITDA

487.6

7.3

513.6

-3.9

Non-cash items

Tax paid

Impairment of current assets

-82.9

-0.6

-81.0

0.9

Change in current operating WCR

Non-recurring costs, including reorganisation and restructuring costs

72.5

-82.2

25.3

-32.7

Net cash flow from operating activities

401.7

-53.6

0.4

422.2

-49.8

0.1

Purchase of property, plant and equipment and intangible assets

Proceeds from sale of property, plant and equipment and intangible assets

Net change from investing activities involving property, plant and equipment

and intangible assets

-53.2

-109.4

-10.0

-49.7

-109.8

-9.3

Lease payments

Net interest (excluding interest on lease liabilities)

Additional contributions related to defined-benefit pension plans

-25.5

-24.1

Free cash flow

203.5

-97.5

-3.5

1.5

-4.3

0.0

229.3

-89.5

-7.4

4.7

-39.9

2.9

Impact of changes in scope

Impact of payments relating to non-current financial assets

Impact of receipts relating to non-current financial assets

Dividends paid

Dividends received

Capital increases

Purchase and sale of treasury shares

Other cash flows relating to investing activities

-0.0

-10.9

-0.0

-2.8

Net cash flow

88.8

-0.4

97.4

-7.3

16.9

Impact of changes in foreign exchange rates

Impact of changes in accounting policies (IFRS 16)

CHANGE IN NET FINANCIAL DEBT

88.4

107.0

Cash and cash equivalents – Beginning of period

Non-current financial debt – Beginning of period

Current financial debt – Beginning of period

192.6

-494.4

-212.2

159.8

-338.3

-442.4

Net financial debt – Beginning of period

-513.9

245.0

-564.5

-106.1

-620.9

192.6

-494.4

-212.2

Cash and cash equivalents – End of period

Non-current financial debt – End of period

Current financial debt – End of period

Net financial debt – End of period

-425.6

-513.9

CHANGE IN NET FINANCIAL DEBT

88.3

107.0

Free cash flow came to 203.5 million (229.3 million in 2019). It

reflected a slight improvement in the cash conversion rate with

respect to operating profit on business activity compared with the

previous financial year. This performance mainly resulted from a

substantial improvement in the management of the working capital

requirement, despite an increase in outflows on non-recurring costs

(including the restructuring costs of business reorganisations)

affected by the consequences of the Covid-19 pandemic crisis and

the impact of the cyberattack on the Group on 21 October (see

Note 4.2.3).

214

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Outflows related to acquisitions of companies, recognised within Impact of changes in scope, were stable, totalling 97.5 million. Those that

took place in 2020 are described in Note 2.1 and break down as follows:

Financial year

2020

Financial year

2019

(in millions of euros)

Cost of acquisitions paid (excluding earn-outs)

Net debt/(Net cash) of acquired companies

Earn-outs

Disposal price for shares sold in consolidated equity investments

Cash transferred out/Deconsolidated entities

-103.4

-95.8

-0.6

-1.9

4.4

5.9

-0.0

4.3

TOTAL

-97.5

-89.5

In 2020, they mainly included the acquisitions of Sodifrance and

Fidor Solutions, and the exercise of the put option for SAB shares.

Sopra Steria Recruitment Ltd had a positive impact of

8.7 million.

In 2019, they included the acquisitions of SAB, Sopra Financial

Technology GmbH and NeoSpheres, as well as earn-outs on prior

acquisitions, Apak and O.R. System. Conversely, the disposal of

As a result of these effects, net financial debt at 31 December 2020

decreased to 425.6 million, compared with 513.9 million at

31 December 2019.

13.2. Reconciliation of WCR with the cash flow statement

The impact of the components of the operating working capital requirement shown on the balance sheet on cash generation can be broken

down as follows:

which:

Items

Change in WCR

items without cash

impact

which:

WCR

Impact

on cash

not

Net included

Foreign

flow

31/12/2020 31/12/2019

change

in WCR

items exchange

Other statement

(in millions of euros)

Other non-current financial assets

36.7

36.4

25.2

23.0

11.5

13.3

-1.9

13.3

-0.3

18.0

4.3

Other loans and receivables

Other non-current financial

assets

0.3

2.2

-1.9

Non-current assets

36.7

25.2

11.5

-1.9

13.3

-0.3

18.0

4.3

Trade receivables and related

accounts

954.6

607.6

346.9

410.6

1,074.3

737.7

336.6

348.3

-119.7

-130.1

10.4

-119.7

-130.1

10.4

-12.2

-6.4

-5.8

-3.7

-3.0

11.4

-14.3

12.2

104.6

135.1

-30.5

-82.4

Trade receivables

Accrued income

Other current receivables

62.2

-28.7

90.9

Current assets

1,365.1

1,422.6

-57.5

-28.7

-28.8

-15.9

9.2

22.1

TOTAL ASSETS

1,401.8

1,447.8

-46.0

-30.6

-15.4

-16.2

27.2

26.4

Retirement benefits and similar

obligations – Liabilities

-10.2

0.0

0.6

-1.5

-0.9

Other long-term employee

benefits

Other non-current liabilities

-10.2

-104.1

-10.2

-112.2

0.0

8.1

0.0

9.4

0.6

4.9

-1.5

4.5

-0.9

-0.0

-1.4

Non-current liabilities

-114.3

-122.4

8.1

-1.4

9.4

5.5

3.1

-0.9

Trade payables

-278.6

-286.3

7.7

1.7

6.0

-2.3

2.9

-5.4

Advances and payments on

account received for orders

Deferred income on client projects

Other current liabilities

-22.3

-328.2

-816.6

-5.5

-296.6

-918.8

-16.8

-31.6

102.2

-16.8

-31.6

79.5

0.1

4.8

7.7

-0.0

0.3

41.2

16.9

36.6

-30.6

22.7

Current liabilities

TOTAL LIABILITIES

TOTAL WCR

-1,445.7

-1,507.2

61.5

24.4

37.1

10.2

44.4

17.5

-1,560.0

-1,629.6

69.6

23.0

46.5

15.7

47.4

16.6

-158.2

-181.8

23.6

-7.5

31.1

-0.5

74.6

43.0

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215

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

13.3. Other cash flows in the consolidated cash flow statement

Beyond the changes presented in the Change in net financial debt

table, the consolidated cash flow statement presented on page

162 was affected by movements related to financing activities.

Payments on borrowings mainly concerned payments on the

medium-term loan and the NEU CP programme (see Note 12.3).

NOTE 14

EQUITY AND EARNINGS PER SHARE

All of the Sopra Steria Group shares held by the parent company

or any of its subsidiaries are recognised at their acquisition cost,

deducted from consolidated equity.

14.1. Equity

The consolidated statement of changes in equity is presented on

page 161.

14.1.3. Dividends

14.1.1. Changes in share capital

On 9 April 2020, the Board of Directors decided to submit a

resolution at the General Meeting of 9 June 2020 proposing not to

pay a dividend in respect of financial year 2019. This resolution

passed at the General Meeting.

At 31 December 2020, Sopra Steria Group had a share capital of

20,547,701, the same as at 31 December 2019. It is represented

by 20,547,701 fully paid-up shares with a par value of 1 each.

The dividend paid in financial year 2019 in respect of financial year

2018 was 38.0 million, equating to 1.85 per share.

14.1.2. Transactions in treasury shares

At 31 December 2020, the value of treasury shares recognised as a

deduction from consolidated equity was 36.2 million, consisting

of 310,525 shares, including 263,713 shares held by UK trusts

falling within the consolidation scope and 46,812 shares acquired

by Sopra Steria Group, 5,400 of which were acquired under the

liquidity agreement and the rest of which were acquired to make

any potential share-based payments. This value also includes

3.5 million relating to the Group’s commitment to acquire shares

on the market for its free performance share plans (see Note 5.4.1).

14.1.4. Accumulated translation reserves

In line with the principles described in Note 1.4.2.b, accumulated

translation reserves include the gains or losses arising on translation

from the functional currencies of the Group’s entities to the

presentation currency as well as the currency hedging effects of net

investments in foreign operations. Movements are recorded in Other

comprehensive income. Accumulated translation reserves also

reflect the translation effects of gains or losses on disposals of

foreign operations.

At 31 December 2020, accumulated translation reserves by currency were as follows:

31/12/2020

31/12/2019

(in millions of euros)

Swiss franc

8.0

-80.7

-0.4

-23.6

-0.6

0.1

-1.9

0.4

-10.2

7.9

-49.6

2.6

-18.0

-0.2

0.5

-1.7

-0.0

1.3

Pound sterling

Indian rupee

Norwegian krone

Polish zloty

Singapore dollar

Tunisian dinar

US dollar

Other currencies

ACCUMULATED TRANSLATION RESERVES (ATTRIBUTABLE TO THE GROUP)

-108.9

-57.2

The Other currencies category mainly includes the accumulated

translation reserves of associates, and chiefly Axway Software, in the

amount of 1.7 million (8.3 million at 31 December 2019).

The Group has granted the Cabinet Office a put option to sell the

shares it holds in SSCL.

In the same vein, the Group has entered into an irrevocable

commitment to acquire the remaining shares in Galitt, in the form

of a put option granted to the other shareholders.

14.1.5. Non-controllinginterests

The contributions to the income statement and balance sheet of

entities in which there are non-controlling interests mainly come

from joint ventures formed with the UK authorities in the United

Kingdom: NHS SBS, 50%-owned by the UK Department of Health,

and SSCL, 25%-owned by the Cabinet Office. The Group has 50%

and 75% control, respectively. They also relate to the companies in

the Galitt group acquired in 2017, as well as Sopra Financial

Technology GmbH, acquired in 2019.

Due to the accounting treatment of the put option granted in

respect of SSCL and Galitt shares, the amount of non-controlling

interests on the balance sheet mainly relates to the UK Department

of Health’s share in the net assets of NHS SBS (29.8 million), and

the share of the German banking network Sparda’s cooperative

banks in Sopra Financial Technology GmbH (17.8 million).

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Notes to the consolidated financial statements

In the income statement, amounts attributable to non-controlling interests mainly comprised 5.7 million for SSCL, 2.9 million for NHS

SBS and 3.5 million for Sopra Financial Technology GmbH.

Summary financial information for SSCL, NHS SBS, Galitt and Sopra Financial Technology GmbH is as follows:

31/12/2020

SSCL

NHS SBS

Galitt

SFT

(in millions of euros)

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Revenue

13.7

161.2

3.0

65.8

246.3

30.1

70.6

22.3

18.8

93.0

41.5

9.2

5.8

-11.9

33.1

112.6

18.2

51.8

34.2

204.9

NET PROFIT

22.8

5.9

0.7

7.0

Non-controlling interests arise where a portion of equity

ownership in a subsidiary is not attributable directly or indirectly to

the parent company.

the corresponding amount of non-controlling interests initially;

and

the Group’s share of consolidated reserves for the remainder.

When non-controlling interests have an option to sell their

investment to the Group, a financial liability is recorded in Other

non-current liabilities (see Note 7.4) for the present value of the

option’s estimated exercise price. The offset of the financial liability

generated by these commitments is deducted from:

Subsequent changes in this put option arising from changes in

estimates or relating to the unwinding of discount are offset

against the corresponding non-controlling interests and the

remainder is deducted from the Group’s share of consolidated

reserves.

14.1.6. Capital management objectives, policy

and procedures

The Company is not subject to any external constraints on

its capital.

The Company’s capital is solely composed of the items disclosed in

the balance sheet. There are no financial liabilities considered to be

components of capital and, conversely, there are no equity

components not considered to be part of the Company’s capital.

Treasury shares are detailed in Note 14.1.2.

The only potentially dilutive instruments are the free shares granted

under Sopra Steria’s free performance share plans (see Note 5.4.1).

14.2. Earnings per share

Financial year

2020

Financial year

2019

Net profit attributable to the Group (in millions of euros)(a)

Weighted average number of ordinary shares outstanding (b)

Weighted average number of treasury shares (c)

106.8

20,547,701

294,209

160.3

20,547,701

313,075

Weighted average number of shares outstanding excluding treasury shares (d) = (b) - (c)

20,253,492

20,234,626

BASIC EARNINGS PER SHARE (IN EUROS) (A/D)

5.27

7.92

Financial year

2020

Financial year

2019

Net profit attributable to the Group (in millions of euros)(a)

106.8

20,253,492

68,951

160.3

20,234,626

116,462

Weighted average number of shares outstanding excluding treasury shares (d)

Dilutive effect of instruments that give rise to potential ordinary shares (e)

Theoretical weighted average number of equity instruments (f) = (d)+(e)

20,322,443

20,351,088

DILUTED EARNINGS PER SHARE (IN EUROS) (A/F)

5.25

7.88

The method used to calculate earnings per share is set out below.

Treasury shares are detailed in Note 14.1.2.

Potentially dilutive instruments are presented in Note 5.4.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Earnings per share as stated in the income statement are

calculated on the basis of the Group’s share in the net profit as

follows:

corresponding new Group companies were consolidated for the

first time;

diluted earnings per share are calculated by adjusting the

basic earnings per share are based on the weighted average

number of shares outstanding during the financial year, calculated

according to the dates when the funds arising from cash share

issues were received and, in respect of shares issued for

contributions in kind via equity, the date on which the

Group’s share of net profit and the weighted average number

of shares outstanding for the dilutive effect of share

subscription option plans in force at the financial year-end and

free share plans. The treasury stock method is applied on the

basis of the average share price for the year.

NOTE 15

RELATED-PARTY TRANSACTIONS

15.1. Transactions with equity-accounted associates and non-consolidated

entities

31/12/2020

31/12/2019

(in millions of euros)

Transactions between Sopra Steria Group and the Axway Software group

Sales of goods and services

Purchases of goods and services

Operating receivables

Operating payables

Financial income

Financial receivables (current account)

0.1

-3.2

0.4

-1.5

0.2

-0.8

-1.0

Transactions between Sopra Steria Group subsidiaries and the Axway Software group

Sales of goods and services

Purchases of goods and services

Operating receivables

Operating payables

Financial income

7.6

-4.3

1.5

-2.3

6.1

-3.8

0.9

-0.7

Financial receivables (current account)

Transactions between Sopra Steria Group and holding company Sopra GMT

Sales of goods and services

Purchases of goods and services

Operating receivables

0.2

-1.2

0.1

-0.4

0.4

-1.6

0.1

-0.1

Operating payables

Financial income

Financial receivables (current account)

15.2. Subsidiaries and equity interests

Transactions and balances between Sopra Steria Group and its subsidiaries were eliminated in full on consolidation, since all of the

subsidiaries are fully consolidated.

Non-consolidated equity investments are all recognised within Non-consolidated securities(see Note 7.1.1).

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Notes to the consolidated financial statements

NOTE 16

OFF-BALANCE SHEET COMMITMENTS

16.1. Commitments given related to current operations

31/12/2020

31/12/2019

(in millions of euros)

Bank guarantees for project completion

Other guarantees

18.6

8.1

26.6

11.5

TOTAL

26.7

38.1

Under the IT service contracts it enters into with its clients, the

Group may, if formally requested by its clients, provide bank

guarantees in respect of the performance of obligations undertaken

in these contracts. The amount of these guarantees was

18.6 million at 31 December 2020 (26.6 million at

31 December 2019). To date, no use has ever been made of any

such guarantee.

In addition, the Group is exposed under its leases to future cash

outflows, which were not taken into account in the measurement of

its lease liabilities. These arise from property leases, under which the

Group will have the right to control their use after 31 December

2020. These amounted to 90.4 million at 31 December 2020. No

such exposure existed at 31 December 2019.

16.2. Commitments received

31/12/2020

31/12/2019

(in millions of euros)

Unused credit lines

Unused current bank overdrafts

Other commitments received

950.0

161.0

4.5

950.0

157.1

4.5

TOTAL

1,115.4

1,111.6

As part of a cash pooling arrangement set up in 2012 between the entities of the Group and BMG (Bank Mendes Gans), Sopra Steria Group

acts as guarantor for the amounts borrowed by its subsidiaries.

NOTE 17

SUBSEQUENT EVENTS

No subsequent events occurred after the end of financial year 2020.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

NOTE 18

LIST OF GROUP COMPANIES

Consolidation

method

Company

Country

% control

% held

France

Sopra Steria Group

Sopra Steria Infrastructure Security Services

Sopra Steria Services

XYZ 12 2016

Beamap SAS

CIMPA SAS

France

100.00%

37.00%

100.00%

37.00%

Parent company

N/A

France

CIMPA GmbH

CIMPA Ltd

Germany

United Kingdom

Spain

CIMPA PLM España SL

Sopra Steria Polska

Steria Medshore SAS

Sopra Steria Group – Morocco branch

2MoRO SAS

2MoRO Inc.

Tecfit

Galitt

Sodifrance SA

Poland

Morocco

France

Canada

France

Tunisia

88.13%

99.07%

88.13%

87.31%

100.00%

HP2M SAS

Strateg’e.Boss SAS

Sodifrance-Isis SAS

Soft-Maint SAS

Anteo Consulting SAS

Anteo e-Business Solutions SAS

Mia Software SAS

Apprentissage Professionnel Informatique

Soft-Maint Tunisie

United Kingdom

Sopra Group Holding Ltd

Sopra Group Ltd

Sopra Steria Holdings Ltd

Sopra Steria Ltd

Sopra Steria Services Ltd

Caboodle Solutions Ltd

ASL Information Services Limited

Druid Group Ltd

OSI Group Holdings Limited

FI Group Limited

United Kingdom

100.00%

50.00%

100.00%

75.00%

100.00%

75.50%

OSI Group Limited

Steria BSP Ltd

NHS Shared Employee Services Limited

NHS Shared Business Services Ltd

Steria UK Ltd

Steria UK Corporate Ltd

Shared Services Connected Ltd (SSCL)

First Banking Systems

Firth Solutions Ltd

50.00%

100.00%

75.00%

100.00%

FI Academy Ltd

FI Kernel Ltd

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Notes to the consolidated financial statements

Consolidation

Company

Country

% control

% held

method

Steria Employee Trustee Company Ltd

Xansa 2004 Employee Benefit Trust

Zansa Ltd

United Kingdom

Cyprus

100.00%

CX Partners

Xansa Cyprus (No. 1) Ltd

Xansa Cyprus (No. 2) Ltd

Xansa India Sez DP Ltd

Steria India Ltd

Sopra Steria Asia Pte Ltd

Steria Malaysia

Steria Hong Kong

Sopra Steria China

Xansa Inc.

Cyprus

India

Singapore

Malaysia

N/A

Hong Kong

China

Canada

Other Europe

Sopra Steria SE

ISS Software GmbH

Germany

Bulgaria

Austria

100.00%

51.00%

100.00%

51.00%

Sopra Steria Services GmbH

Sopra Financial Technology GmbH

it-economics GmbH

it-economics Bulgaria EOOD

Sopra Steria GmbH

100.00%

Sopra Steria Benelux

Belgium

Luxembourg

Netherlands

Luxembourg

Switzerland

Italy

Sopra Steria Benelux – Luxembourg branch

Sopra Steria Benelux – Netherlands branch

Sopra Steria PSF Luxembourg

Sopra Steria AG

Sopra Steria Group SpA

Sopra Steria España SAU

Sopra Steria Euskadi SL

Sopra Group Catalunya SA

Sopra Steria A/S

Sopra Steria AS

The Solid Group

Sopra Steria AB

Sopra Steria Sweden AB

Kentor Holding AB

Spain

Denmark

Norway

Sweden

Russia

Kentor OOO

Sopra Banking Software

Cassiopae SAS – South Korea branch

O.R. System do Brasil

France

South Korea

Brazil

100.00%

N/A

O.R. System Polska

Poland

Spain

Sopra Financial Solutions Iberia SL

Sopra Banking Software Ltd

SBS 123 Ltd

Field Solutions Investment Ltd

Cassiopae Ltd

Apak Group Ltd

Apak Group Inc.

Sopra Banking Software Belgium

Sopra Banking Software – Iceland branch

Sopra Banking Software Luxembourg

United Kingdom

United States

Belgium

Iceland

Luxembourg

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

221

2020 CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements

Consolidation

method

Company

Country

% control

% held

Sopra Banking Software Netherlands BV

Sopra Banking Software GmbH

Cassiopae Solutions Private Ltd

Sopra Banking Software Singapore Pte Ltd

Beijing Sopra Science and Technology Ltd

Sopra Banking Software Morocco

Cassiopae MEA

Netherlands

Germany

India

Singapore

China

Morocco

Tunisia

Cameroon

United States

Brazil

100.00%

99.90%

100.00%

95.00%

100.00%

99.60%

100.00%

99.90%

100.00%

95.00%

100.00%

99.60%

Sopra Software Cameroun

Cassiopae US Inc.

Sopra Banking Software Brasil Ltda

Sopra Banking Gabon

Sopra Banking Côte d’Ivoire

Sopra Banking Software Sénégal

SAB

SAMIC

SAB Med

SAB Tunisie

SAB Atlas

SAB Pacifique

Fidor Solutions AG

Fidor FZCO

Fidor Solutions Apac Pte Ltd

Gabon

Côte d’Ivoire

Senegal

France

Monaco

Lebanon

Tunisia

Morocco

Polynesia

Germany

98.00%

99.99%

98.00%

99.99%

100.00%

United Arab Emirates

Singapore

Other solutions

Sopra HR Software

France

United Kingdom

Belgium

100.00%

66.67%

100.00%

66.67%

Sopra HR Software Ltd

Sopra HR Software SPRL

Sopra HR Software Sarl

Sopra HR Software GmbH

Sopra HR Software Sarl

Sopra HR Software Srl

Sopra HR Software SL

Sopra HR Software Sarl

Holocare AS

Luxembourg

Germany

Switzerland

Italy

Spain

Tunisia

Morocco

Norway

France

AXWAY

32.38%

FC: Fully consolidated

EM: Equity method

NC: Non-consolidated (non-consolidated companies are not considered significant)

The Group does not directly or indirectly control any special-purpose entities.

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Statutory Auditors’ report on the consolidated financial statements

Statutory Auditors’ report on the consolidated financial

statements

To the General Meeting of Sopra Steria Group SA,

Given this complex and changing context and in accordance with

the requirements of Articles L. 823-9 and R. 823-7 of the French

Commercial Code relating to the justification of our assessments, we

bring to your attention the key audit matters relating to the risks of

material misstatement which, according to our professional

judgment, were most significant for the audit of the consolidated

financial statements for the financial year, as well as our responses

to those risks.

Opinion

In compliance with the engagement entrusted to us by the

shareholders at your General Meetings, we have audited the

accompanying consolidated financial statements of Sopra Steria

Group SA for the financial year ended 31 December 2020.

These matters were addressed in the context of our audit of the

consolidated financial statements as a whole and in forming our

opinion thereon. We do not provide a separate opinion on specific

items of the consolidated financial statements.

We certify that the consolidated financial statements are, with

respect to IFRS as adopted in the European Union, true and fairand

provide an accurate view of the results of your Company’s

operations for the financial year under review and of the financial

position and assets and liabilities, at the end of the financial year, of

the group formed by the persons and entities included in the scope

of consolidation.

REVENUE RECOGNITION ON FIXED-PRICE CONTRACTS

(Note 4.1 to the consolidated financial statements)

The above opinion is consistent our report to the Audit Committee.

Risk identified

Sopra Steria Group, one of Europe’s key players in digital

transformation, offers end-to-end, high-value-added services

comprising consulting and systems integration, development of

industry- and technology-specific solutions, IT infrastructure

management, cybersecurity and business process services (BPS).

Basis of our opinion

AUDIT FRAMEWORK

We performed our assignment in accordance with the professional

standards applicable in France. We believe that the audit evidence

we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.

The Group’s revenue to 31 December 2020 totalled 4.3 billion, a

significant portion of which related to fixed-price contracts.

Fixed-price contracts are characterised by commitments relating to

the price, the end result and the deadline.

Our responsibilities under those standards are further described in

the section of this report entitled “Responsibilities of the Statutory

Auditors relating to the audit of the consolidated financial

statements”.

As presented in Note 4.1 to the consolidated financial statements,

revenue from services performed under fixed-price contracts is

recognised over time (and not at a specific point in time) using the

percentage-of-completion method in the following two situations:

the services are performed in the customer’s environment or

enhance a customer’s asset. The customer obtains control as the

asset is created or developed;

INDEPENDENCE

We performed our audit in accordance with independence rules

provided by the French Commercial Code and the French Code of

Ethics for Statutory Auditors for the period from 1 January 2020 to

the date our report was issued, and in particular we have not

provided any services prohibited by Article 5, paragraph 1 of

Regulation (EU) No. 537/2014.

the contract provides for the development of highly specific

assets in the Group’s environment (e.g. solutions) prior to

implementation in the customer’s infrastructure. The contract

also provides for settlement of the value of such services in the

event of termination for convenience (where the customer is

entitled to do so). The Group has no alternative use for the asset

created and has an enforceable right to payment for performance

completed to date.

JUSTIFICATION OF OUR ASSESSMENTS – KEY AUDIT

MATTERS

Revenue and profit generated over time from these services is

recognised on the basis of a qualified estimate of the level of

completion, measured as the difference between the contract value

and the amount required to cover the total number of person-days

remaining to be performed.

The global crisis caused by the Covid-19 pandemic has created

exceptional conditions for the preparation and audit of the financial

statements for this financial year. The crisis and the resulting

emergency public health measures have had various consequences

for companies, particularly affecting their business activity and

financing and giving rise to greater uncertainty as to their future

outlook. Some of these measures, such as restrictions on movement

and remote working, have also had an impact on companies’

internal organisation and affected how audits are carried out.

We considered the recognition of revenue on fixed-price contracts

as a key audit matter due to its significance in the Group’s financial

statements and the level of judgment and estimation required by

management to determine the revenue and income on completion

from these contracts.

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Statutory Auditors’ report on the consolidated financial statements

Our response

rate applied. We therefore considered the valuation of goodwill and

the implementation of impairment testing to be a key audit matter.

We familiarised ourselves with the internal control procedures

implemented by the Group and tested the key controls relating to

determining income from fixed-price contracts.

Our response

Our work consisted primarily of:

For a sample of contracts deemed material due to their financial

impact and risk profile:

reviewing the compliance of the methodology used by the Group

with applicable accounting standards;

we reconciled contractual data, including any contractual

assessing whether the allocation of assets to CGUs is exhaustive

changes resulting from additional requests and contractual

claims, with management and accounting data;

and complies with applicable accounting standards;

assessing the reasonable nature of assumptions used to

we talked to management and project managers in order to

determine future cash flows in relation to operating data, with

regard to the business and financial context for the Group’s

operations, in particular the context of uncertainty caused by the

Covid-19 public health crisis, and their consistency with the most

recent estimates presented to the Board of Directors within the

framework of budgetary processes;

assess the reasonable nature of the estimates made by

management and corroborate the estimated amount allocated to

cover the total number of person-days remaining to be

performed, particularly in comparison with prior estimates and by

reviewing correspondence with the client and assessing whether

this has been translated correctly into the accounts. In performing

this work we drew on experience acquired in previous financial

years relating to similar contracts;

check the calculation of goodwill recorded over the period;

assessing, with the help of our valuation experts, the consistency

for contracts subject to claims, we talked to the Group’s legal

department and reviewed correspondence with the client in order

to assess the estimates made by management.

of the perpetual growth rate and the weighted average unit cost

of capital in all components;

analysing the sensitivity of the value in use determined by

We also used substantive checks on a sample of trade receivables

and accrued income in order to assess management’s estimates

relating to the prospect of recovering these receivables.

management to a change in the main assumptions made,

particularly for the Sopra Banking Software CGU.

Lastly, we verified that Notes 2.1 and 8.1 to the consolidated

financial statements provided appropriate information.

VALUATION AND IMPAIRMENT OF GOODWILL

VALUATION AND IMPAIRMENT OF EQUITY-ACCOUNTED

INVESTMENTS

(Notes 2.1, 8.1.2 and 8.1.3 to the consolidated financial

statements)

(Note 10.2 to the consolidated financial statements)

Risk identified

As at 31 December 2020, the net value of goodwill in the Group’s

consolidated financial statements was 1,843.2 million, equal to

40.6% of total assets.

Risk identified

As at 31 December 2020, the net value of equity-accounted

investments in the Group’s consolidated financial statements was

193.4 million, equal to 4.3% of total assets. These equity interests

correspond to the Group’s stake in Axway Software.

As set in out in Notes 2.1, 8.1.2 and 8.1.3 to the consolidated

financial statements, goodwill is allocated to cash-generating units

(CGUs) for the purposes of impairment tests. The Group’s

segmentation into CGUs is consistent with the operating structure

of its businesses, its management and reporting system, and its

segment reporting. Impairment tests are performed whenever there

is an indication of impairment, and in any event at the balance

sheet date of 31 December. These tests consist in comparing the

CGU’s carrying amount with its recoverable amount, which

corresponds to the higher of (i) its fair value less costs of disposal

and (ii) its value in use. An impairment loss is recognised whenever

the recoverable amount of goodwill is lower than the carrying

amount the weighted average cost of capital.

As explained in Note 10.2 to the consolidated financial statements,

impairment tests are performed whenever there is an indication of

impairment, and in any event at the balance sheet date of

31 December. These tests consist in comparing the carrying

amount of equity-accounted investments with their recoverable

amount, which corresponds to the higher of (i) their fair value less

costs of disposal and (ii) their value in use:

as Axway Software’s shares are listed, their fair value less costs of

disposal is equal to market price less costs to sell;

to determine the value in use of equity-accounted investments,

management primarily uses the discounted cash flow (DCF)

method, which involves the use of key assumptions relating to

each asset category, including in particular the perpetual growth

rate and the discount rate based on the weighted average cost of

capital.

As presented in Note 1.3 to the consolidated financial statements,

the Covid-19 crisis had an impact on the estimates that the Group

uses to value certain assets and liabilities. In particular, this ismainly

relevant and structuring for the assumptions and estimates used to

assess the recoverable amount of goodwill.

An impairment loss is recognised whenever the recoverable amount

of equity-accounted investments is lower than their carrying

amount.

To determine the value in use of the CGU, management primarily

uses the discounted cash flow (DCF) method, which involves the use

of key assumptions relating to each asset category, including in

particular the perpetual growth rate and the discount rate based on

the weighted average cost of capital.

Determining the recoverable amount of equity-accounted

investments is primarily based on management’s judgment, in

particular as regards the perpetual growth rate used to forecast

cash flows and the discount rate applied. We therefore considered

the valuation of equity-accounted investments and the

implementation of impairment testing to be a key audit matter.

Determining the recoverable amount of goodwill, which represents

a particularly significant amount relative to total assets, is primarily

based on management’s judgment, in particular as regards the

perpetual growth rate used to forecast cash flows and the discount

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Statutory Auditors’ report on the consolidated financial statements

Our response

reviewing calculations made by the Group’s external actuaries.

Our work consisted primarily of:

As regards plan assets, we also assessed whether the assumptions

made by management to value these assets and the documentation

provided by management to justify the recognition of a net plan

asset were appropriate.

reviewing the compliance of the methodology used by the Group

with applicable accounting standards;

assessing the reasonable nature of assumptions used to

Lastly, we verified the appropriateness of the information provided

in Note 5.3.1 to the consolidated financial statements.

determine future cash flows in relation to operating data, with

regard to the business and financial context for the Group’s

operations, and their consistency with the most recent estimates

presented to the Board of Directors within the framework of

budgetary processes;

Specific verifications

assessing, with the help of our valuation experts, the consistency

of the perpetual growth rate and the weighted average unit cost

of capital in all components;

We also performed the specific verifications in accordance with

professional standards applicable in France and required by law in

relation to the information on the Group contained in the

Management Report of the Board of Directors.

analysing the sensitivity of the value in use determined by

management to a change in the main assumptions made.

We have no matters to report as to its fair presentation and its

consistency with the consolidated financial statements.

Lastly, we verified that Note 10.2 to the consolidated financial

statements provided appropriate information.

We certify that the consolidated statement of non-financial

performance in accordance with Article L. 225-102-1 of the French

Commercial Code is provided in the information relating to the

Group in the Management Report, it being understood that in

accordance with Article L. 823-10 of the French Commercial Code,

the information contained in this declaration has not been the

subject of our verifications of sincerity or of consistency with the

consolidated financial statements, and must be reported by an

independent third party.

POST-EMPLOYMENT BENEFITOBLIGATIONS

(Note 5.3.1 to the consolidated financial statements)

Risk identified

Post-employment benefits mainly concern the Group’s obligations

towards its employees to provide retirement bonuses in France and

defined-benefit pension plans in the United Kingdom, Germany and

other European countries (Belgium and Norway). The actuarial value

of accumulated benefits as at 31 December 2020 was

390.4 million.

Report on Other Legal and Regulatory

Requirements

The net liability in respect of retirement benefits and similar

obligations was calculated at the balance sheet date based on the

most recent valuations available. Since these liabilities are covered

by plan assets with a fair value of 1,717.8 million, the net liability at

31 December 2020 totalled 380.1 million. The most significant

plan assets concern the United Kingdom and France.

FORMAT OF PRESENTATION OF THE CONSOLIDATED

FINANCIAL STATEMENTS INTENDED TO BE INCLUDED IN

THE ANNUAL FINANCIAL REPORT

We have also verified, in accordance with the professional standard

applicable in France relating to the procedures performed by the

statutory auditor relating to the annual and consolidated financial

statements presented in the European single electronic format, that

the presentation of the consolidated financial statements intended

to be included15 in the annual financial report mentioned in Article

L. 451-1-2, I of the French Monetary and Financial Code (code

monétaire et financier), prepared under the responsibility of …16 ,

complies with the single electronic format defined in the European

Delegated Regulation No 2019/815 of 17 December 2018. As it

relates to consolidated financial statements, our work includes

verifying that the tagging of these consolidated financial statements

complies with the format defined in the above delegated regulation.

Based on the work we have performed, we conclude that the

presentation of the consolidated financial statements intended to be

included15 in the annual financial report complies, in all material

respects, with the European single electronic format.

Valuing pension plan assets and liabilities, as well as the actuarial

cost for the financial year, requires a high level of judgment by

management to determine appropriate assumptions to be made,

such as the discount rate, inflation, future pay rises, staff turnover

and mortality tables.

The change in some of these assumptions may have a material

impact on determining the net liability recognised as well as on the

Group’s profit.

In view of the amounts represented by these obligations and

associated plan assets, as well as the technical skill required to

evaluate these amounts, we considered this type of

post-employment benefit obligations to be a key audit matter.

Our response

We familiarised ourselves with the process for valuing

post-employment benefit obligations implemented by the Group. A

review of actuarial assumptions was performed by:

We have no responsibility to verify that the consolidated financial

statements that will ultimately be included by your company in the

annual financial report filed with the AMF are in agreement with

those on which we have performed our work.

assessing the discount rate and inflation in order to evaluate their

consistency with market conditions;

assessing the reasonable nature of assumptions relating to pay

rises, staff turnover and mortality in order to evaluate their

consistency with the specific characteristics of each plan and,

where applicable, with national and sector benchmarks;

226

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Statutory Auditors’ report on the consolidated financial statements

may be due to fraud or error and are considered material when it

can reasonably be expected that they may, taken individually or

combined, influence the financial decisions of users made on the

basis of the financial statements.

APPOINTMENT OF STATUTORY AUDITORS

Mazars was appointed Statutory Auditor of Sopra Steria Group SA

by the shareholders at the General Meeting of 1 June 2000, and

Auditeurs et Conseil Associés – ACA Nexia by the shareholders at

the General Meeting of 30 June 1986.

As specified in Article L. 823-10-1 of the French Commercial Code,

our assignment of certifying the financial statements does not

consist of guaranteeing the viability or quality of your Company’s

management.

As at 31 December 2020, Mazars was in its 21st consecutive year

as Statutory Auditor and Auditeurs et Conseil Associés – ACA Nexia

was in its 35th consecutive year as Statutory Auditor, respectively

21 years and 31 years since the Company’s shares were first listed

for trading on a regulated market.

Within the framework of an audit performed in accordance with

professional standards applicable in France, the Statutory Auditor

uses its professional judgment throughout the audit process. In

addition:

Responsibility of management

andꢀpersons charged with governance

in relation to the consolidated financial

statements

It is management’s responsibility to prepare consolidated financial

statements that give a true and fair view in accordance with IFRS as

adopted by the European Union, as well as to implement the

internal controls it deems necessary to prepare consolidated

financial statements that are free of material misstatement, whether

due to fraud or error.

it identifies and assesses the risk of the consolidated financial

statements containing material misstatements, whether due to

fraud or error, defines and implements audit procedures in light

of these risks, and collects evidence that it deems sufficient and

appropriate to form a basis for its opinion. The risk of failure to

detect a material misstatement due to fraud is higher than in the

case of a material misstatement due to error, as fraud may

involve collusion, falsification, deliberate omissions, false

statements or circumvention of internal control procedures;

it familiarises itself with internal controls relevant for the audit in

order to define appropriate audit procedures under the

circumstances, and not with the aim of expressing an opinion on

the effectiveness of internal control procedures;

On preparing the consolidated financial statements, it is up to

management to assess the Company’s ability to continue as a going

concern, and to present in the financial statements, if applicable,

any necessary information relating to the continuity of operations

and apply the going concern assumption unless it is planned that

the Company will be liquidated or cease trading.

it assesses the appropriateness of accounting policies used and

the reasonable nature of accounting estimates made by

management, as well as associated information provided in the

consolidated financial statements;

it assesses the appropriateness of management’s application of

It is the responsibility of the Audit Committee to monitor the

process of preparing financial information and monitor the

effectiveness of internal control and risk management systems, as

well as internal audit, where applicable, as regards procedures

relating to the preparation and processing of accounting and

financial information.

the going concern principle and, depending on the evidence

collected, whether or not any material uncertainty exists relating

to events or circumstances that may call into question the

Company’s ability to continue as a going concern. This

assessment relies on evidence collected up to the date of its

report, noting that subsequent circumstances or events may call

into question the continuity of operations. If it concludes that a

material uncertainty exists, it shall draw readers’ attention to the

information provided in the consolidated financial statements

relating to this uncertainty or, if this information is notprovided

or is not relevant, it shall give a qualified certification or refuse to

certify the financial statements;

The consolidated financial statements have been approved by the

Board of Directors.

Responsibilities of the Statutory

Auditors relating to the audit

ofꢀtheꢀconsolidated financial statements

it assesses the overall presentation of the consolidated financial

statements and evaluates whether the consolidated financial

statements reflect underlying transactions and events in a way

that gives a true and fair view;

AUDIT AIM AND APPROACH

as regards financial information from persons or entities within

It is our responsibility to prepare a report on the consolidated

financial statements. Our aim is to obtain reasonable assurance that

the consolidated financial statements taken as a whole are free of

material misstatement. Reasonable assurance corresponds to a high

level of assurance, although this does not guarantee that an audit

performed in accordance with professional standards systematically

allows for all material misstatements to be detected. Misstatements

the scope of consolidation, it collects information that it deems

sufficient and appropriate to express an opinion on the

consolidated financial statements. It is responsible for the

management, supervision and performance of the audit of the

consolidated financial statements as well as the opinion expressed

on these financial statements.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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2020 CONSOLIDATED FINANCIAL STATEMENTS

Statutory Auditors’ report on the consolidated financial statements

been the most significant for our audit of the consolidated financial

statements for the financial year and which therefore constitute key

audit matters, which it is our duty to describe in this report.

REPORT TO THE AUDIT COMMITTEE

We send a report to the Audit Committee setting out in particular

the scope of our audit work and the programme of works carried

out, as well as the conclusions of our work. We also bring to its

attention, if applicable, any significant weaknesses in internal

control procedures that we have identified as regards procedures

relating to the preparation and treatment of accounting and

financial information.

We also provide the Audit Committee with the declaration required

by Article 6 of Regulation (EU) No. 537-2014 attesting to our

independence with the meaning of applicable regulations in France

as set out in particular by Articles L. 822-10 to L. 822-14 of the

French Commercial Code and in the French Code of Ethics for

Statutory Auditors. If applicable, we shall discuss with the Audit

Committee the risks to our independence and safeguarding

measures implemented.

The information provided in the report to the Audit Committee

includes risks of material misstatement, which we deem to have

Paris and Courbevoie, 04 March 2021

The Statutory Auditors

Aca Nexia

Mazars

Olivier Juramie

Bruno Pouget

(1) This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the

convenience of English speaking users.This statutory auditors’ report includes information required by European regulation and French law, such as information about the

appointment of the statutory auditors or verification of the information concerning the Group presented in the management report. This report should be read in conjunction with,

and construed in accordance with, French law and professional auditing standards applicable in France.

228

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Balance sheet

❙

ASSETS

Depreciation,

amortisation

andꢁ

Notes

Gross value

impairment

2020

2019

(in thousands of euros)

Intangible assets

Property, plant and equipment

Financial investments

5.1.1

5.1.2

5.1.3

222,745

151,714

1,996,749

102,366

99,651

15,925

120,379

52,063

1,980,824

122,692

56,615

1,955,777

Non-current assets

2,371,208

3,086

332,211

469,887

165,014

217,942

2,153,266

3,086

331,994

469,840

165,014

2,135,083

3,882

412,745

310,287

150,658

Inventories and work in progress

5.2.1

5.2.2

5.2.3

217

Trade receivables and related accounts

Other receivables, prepayments and accrued income

Cash and cash equivalents

Current assets

970,198

565

264

969,934

565

877,573

654

Debt issuance costs

Foreign currency translation losses

5.2.5

127

3,469

TOTAL ASSETS

3,342,099

218,206

3,123,892

3,016,779

❙

LIABILITIES AND EQUITY

Notes

2020

2019

(in thousands of euros)

Share capital

Share premium

Reserves

Profit for the year

Regulated provisions

20,548

531,477

585,567

142,276

20,548

531,477

438,489

147,078

Equity

5.3

1,279,867

1,137,592

Provisions

5.4

5.5.1

5.5.3

5.5.4

5.5.5

121,432

872,608

121,233

286,753

435,253

128,160

918,804

145,291

314,404

366,543

Financial debt

Trade payables and related accounts

Tax and social security payables

Other liabilities, accruals and deferred income

Liabilities

1,715,847

6,746

1,745,042

5,985

Foreign currency translation gains

5.5.7

Total liabilities and equity

3,123,892

3,016,779

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

231

2020 PARENT COMPANY FINANCIAL STATEMENTS

Cash flow statement

Notes

2020

2019

(in thousands of euros)

Profit for the year

142,276

147,078

Non-monetary items with no cash impact

Depreciation and amortisation of property, plant and equipment, intangible assets and

financial investments

Gains and losses on disposal of assets

5.1

17,061

12,511

-2,675

Changes in working capital requirements

Change in provisions and other non-monetary items

Change in inventories

-6,706

796

5,365

763

Change in trade receivables

Change in other receivables (excluding receivables on disposals of assets)

Change in trade payables (excluding payables on purchases of assets)

Change in other payables

80,816

-65,433

-24,080

-25,894

-88,481

-21,485

7,972

23,942

Net cash from operating activities

118,836

-6,252

-708

84,990

-8,345

433

Purchase of property, plant and equipment and intangible assets

Change in trade payables on fixed assets

5.1.1 and 5.1.2

Proceeds from sale of property, plant and equipment and intangible assets

Purchase of long-term investment securities

Change in payables on securities

Proceeds from sale of equity interests

Change in other financial investments

5.1.3

5.5.5

-63,671

1,965

3,917

-4,614

-37,024

9,350

4,260

1,777

Net cash from/(used in) investing activities

-69,363

110,018

-90,635

-55,000

-29,549

250,000

-204,223

-40,677

-37,953

8,979

12,556

Issuance of long-term borrowings

Repayment of long-term borrowings

Increase/(Decrease) in short-term borrowings

Changes in share capital

Dividends paid

5.5.1

5.3.1

Change in Group current accounts and cash accounts related to the notional cash pool

Change in long-term financial receivables

-38,202

37,668

5.1.3

Net cash from/(used in) financing activities

-36,151

-11,317

Net change in cash (excluding cash accounts related to the notional cash pool)

13,322

132,458

145,780

44,123

88,335

132,458

Opening cash position (excluding cash accounts related to the notional cash pool)

Closing cash position (excluding cash accounts related to the notional cash pool)

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Company description

Sopra Steria Group is the parent company of the Sopra Steria

group.

It implements the Group’s funding policy, and as such ensures

that the funding requirements of its subsidiaries are met. It also

centrally manages market risks to which it and its subsidiaries are

exposed.

Its registered office is located at 3 Rue du Pré Faucon in

Annecy-le-Vieux (France), where its consolidated financial statements

may be consulted.

it operates in consulting, systems integration, software and other

solutions mainly delivered in France.

It performs a number of roles:

it operates as a holding company, holding financial interests

through which it has direct or indirect control over Group

companies;

Significant events

The crisis has also affected the estimates the Company uses to measure

certain assets, liabilities, income and expenses. In particular, this is mainly

relevant and decisive for the assumptions and estimates used to measure

the recoverable amount of intangible assets (primarily goodwill and

technical merger losses) and non-current financial assets.

2.1. Impact of the Covid-19 crisis

The Covid-19 pandemic has caused major operational difficulties in

terms of business continuity, organisational adaptation, personal

health and safety and compliance with public health measures. It

has had an impact on the entity’s parent company financial

statements and the Group’s consolidated financial statements, as

well as on the estimates it uses to measure certain assets, liabilities,

income and expenses, and on liquidity risk.

2.2. Impact of the cyberattack

On 21 October 2020, the Company announced it had detected a

cyberattack using a previously unknown version of the Ryuk

ransomware.

In terms of the presentation of the financial statements, theentity’s

and the Group’s performance was broadly affected across all the

lines of its income statement. In France, neither the Autorité des

Marchés Financiers (AMF) nor the Autorité des Normes Comptables

(ANC) recommend using non-recurring profit or loss line items to

systematically recognise the consequences of Covid-19. Instead,

they recommend providing a targeted line-by-line explanation in the

notes, and only using non-recurring profit or loss line items to

recognise the income and expenses that are usually recorded there.

This attack was rapidly blocked thanks to in-house IT and

cybersecurity teams.

The Company also immediately took measures to contain its spread

and launch a remediation plan.

Additional information on the accounting treatment is provided in

Note 4.4.

As such, the Company recognised the entire impact of operations

not running at full capacity due to the crisis within Operating profit.

This impact included the suspension or discontinuation of contracts

with customers, partially offset by a reduction in staff costs related

to the implementation of furlough measures and by the reduction

in certain expense items, such as travel expenses. Moreover, it

implemented reorganisation and restructuring measures, the impact

of which was recognised within Exceptional income and expenses

(see Note 4.4), in addition to the measures that had already been

decided upon prior to the crisis.

2.3. Acquisition of the Sodifrance

group

The Company acquired the entire share capital of the Sodifrance

group for 60.502 million during the financial year.

The acquisition was completed in two stages:

on 16 September 2020, it bought a 94.03% controlling interest

in the share capital;

Lastly, the Company incurred additional logistics costs to allow

employees to work remotely and to address the health-related

issues – social distancing in particular – at all of its offices. These

non-recurring, unusual additional costs were also treated as

exceptional items (see Note 4.4).

during November, it purchased the 5.97% free float after filing a

simplified public tender offer on 5 October 2020.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

233

2020 PARENT COMPANY FINANCIAL STATEMENTS

Accounting policies

The financial statements for the period under review were prepared

and are presented in accordance with the accounting methods in

force within the Group and in compliance with the principles laid

down in articles 121–1 and 121-5 et seq. of France’s 2014

National Chart of Accounts (Plan Comptable Général).

The Covid-19 crisis did not have any impact on the Company’s

ability to continue as a going concern or on that of the Group to

which it belongs. The Group’s going concern status is underpinned

by the fact that it has arranged credit lines comfortably exceeding

its requirements.

Accounting conventions have been applied in accordance with the

provisions of the French Commercial Code and ANC

Regulation 2019-09 on the revision of the national chart of

accounts applicable at the period-end.

No changes were made to accounting policies during the periods

under review.

Foreign currency income and expense items are recorded at their euro

equivalent at the transaction date.

Generally accepted accounting principles were applied on a prudent basis

and in accordance with the following underlying assumptions:

Foreign currency receivables and payables are recorded in the balance

sheet at their euro equivalent determined using the closing exchange

rate. Any gains or losses arising on the retranslation of foreign

currency receivables and payables are recorded in the balance sheet

under Translation adjustments.

going concern basis;

consistency of accounting methods from one year to the next;

accrual basis; and

The Company also prepares consolidated financial statements.

The Group consists of Sopra Steria Group (the parent company)

and its subsidiaries as well as the Group’s share in associates.

in accordance with general guidelines for the preparation and

presentation of parent company financial statements.

Notes to the income statement

4.1. Operating income

4.1.1. REVENUE

❙

REVENUE BREAKS DOWN AS FOLLOWS BY VERTICAL MARKET:

2020

2019

Services

Manufacturing

Finance

Public Sector

Telecoms Media

Distribution

24.2%

25.0%

17.4%

23.4%

7.5%

24.8%

26.3%

18.1%

20.5%

7.4%

2.5%

2.9%

TOTAL

100.0%

Of the 1,512.781 million of revenue generated in 2020, 98.619 million derived from international operations.

234

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the income statement

Costs of obtaining and fulfilling a contract

Revenue from implementation, consulting and assistance services

provided on a time-and-materials basis; outsourcing; infrastructure

management; and third-party application maintenance (corrective

maintenance) is recognised, in accordance with the general

principles, when the customer simultaneously receives and

consumes the benefits of the service. Revenue is recognised based

on time spent or another billable unit of work.

The costs of obtaining a contract are capitalised in assets if two

conditions are met: they would not have been incurred had the

contract not been obtained, and they are recoverable. They can

include sales commissions if these are specifically and solely

linked to obtaining a contract and were not therefore granted

in a discretionary manner.

Services covered by fixed-price contracts

Costs of fulfilling a contract: Transition/transformation phases of

third-party

application

maintenance,

infrastructure

Revenue and profit generated by services performed under

management and outsourcing contracts, preparatory phase for

licences in SaaS mode.

fixed-price contracts are recognised based on a technical estimate

of the degree of completion.

The costs of fulfilling or implementing a contract are costs directly

related to the contract, which are necessary to satisfying

performance obligations in the future and are expected to be

recovered. They do not meet the criteria defined in the general

principles to constitute a distinct performance obligation.

Licences

Should the analysis of a contract in accordance with the general

principles identify the delivery of a licence as a distinct

performance obligation, control is transferred to the customer

either at a point in time (grant of a right to use), or over time

(grant of a right to access).

Certain third-party application maintenance, infrastructure

management or outsourcing contracts may include transition and

transformation phases. In basic contracts, these activities are

combined for the purpose of preparing the operating phase. They

are not distinct from subsequent services to be rendered. In this

case, they represent costs to implement the contract. They are

capitalised and recognised in Inventories and work in progress

(Other current assets).

A right to access corresponds to the development of solutions in

SaaS mode. Changes at any time made by the developer to the

solution that expose the customer to any positive or negative

effects do not represent a service for the customer. In this

situation, revenue is recognised as and when the customer

receives and consumes the benefits provided by performance. If

the nature of the licence granted to the customer does not

correspond to the definition of a right to access, it is a right to

use. In this situation, revenue from the licence shall be recognised

on delivery when all the obligations stipulated in the contract

have been met.

Conversely, in more complex or sizeable contracts, the

transformation phase is often longer and more significant. This

generally occurs prior to operations or parallel to temporary

operations to define a target operating model. In these

situations, it represents a distinct performance obligation.

Principal/Agent distinction

Licences in SaaS mode require preparatory phases (functional

integration, set-up of the technical environment) in order to reach

a target operating phase. These are not distinct performance

obligations but represent costs to implement the contract that are

capitalised and recognised in Inventories and work in progress.

Should the analysis of a contract identify the resale of goods or

services as a separate performance obligation, it must be

determined whether the Company is acting as an agent or a

principal. It is acting as an agent if it is not responsible to the

customer for satisfying the performance obligation and for the

customer’s acceptance, if there is no transformation of the goods

or services and there is no inventory risk. In this situation, revenue is

recognised for a net amount corresponding to the agent’s margin

or a commission. Otherwise, where it obtains control of the good

or service prior to its transfer to the end-customer, it is acting as a

principal. Revenue is recognised for the gross amount and external

purchases are recorded in full as an operating expense.

The costs of fulfilling or implementing a contract capitalised in

Inventories and work in progress are released to profit or loss in

a pattern consistent with revenue recognition and never give

rise to the recognition of revenue.

Production, consulting and assistance services provided on a

time-and-materials basis; outsourcing; infrastructure

management; and third-party application maintenance

(corrective maintenance)

4.1.2. EXPENSES TRANSFERRED

Expenses transferred in financial year 2020 amounted to 51.405 million.

They mainly consisted of transfers from one expense account to another, as well as intercompany rebilling of structur costs initially recognised by

Sopra Steria as part of its management of certain contracts and Group employee share ownership plans.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

235

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the income statement

4.2.2. FREE PERFORMANCE SHARE PLANS

AS A LONG-TERM INCENTIVE

4.2. Staff costs and employee

benefits

At the Combined General Meeting of Sopra Steria Group on

12 June 2019, the shareholders authorised the Board of Directors

to award free performance shares in the Company to employees

and/or executive company officers, for up to a maximum of 3% of

the Company’s share capital on the date on which the Board of

Directors decides to make the award.

4.2.1. EMPLOYEE PROFIT-SHARING AND INCENTIVES

The amount of legally prescribed employee profit-sharing was nil in

financial year 2020, since net taxable profit equated to less than 5%

of equity.

As such, this item only comprised an expense relating to employee

incentives for a total of 3.112 million..

At maturity, the Board of Directors may decide whether to issue new

shares or buy back existing shares to fund these plans.

Performance shares are delivered to recipients provided they meet

the requisite presence and performance conditions on conclusion of

the vesting period. Performance conditions are measured by

changes over three years in operating profit on business activity,

consolidated revenue and consolidated free cash flow.

In 2020, two multi-year free performance share plans – known as

the 2017 and 2018 LTI (long-term incentive) plans – were in force.

The 2017 LTI plan expired in March 2020.

Plan Sopra Steria

Plan LTI 2017 (1)

Plan LTI 2018 (1)

Date of General Meeting

22/06/2016

24/02/2017

25/10/2017

Date granted by the Board of Directors

Total number of shares in awards granted, not subject to conditions

Number of shares granted to:

16/02/2018

128,000

109,000

Company officers

3,000

Top ten employee grantees

20,000

21,000

Vesting date

France

Other countries

31/03/2020

63,937

31/03/2021

Number of potential shares that could have been granted as at 1 January 2020

Granted in 2020

Awards cancelled in 2020

Vested at 31/12/2020

78,572

10,892

4,205

59,732

SHARES REMAINING AT 31 DECEMBER 2020

67,680

(1) Plan with conditional grant depending on the recipient’s continued employment and performance conditions as measured by changes over three years in operating profit on business activity,

consolidated revenue and consolidated free cash flow.

The actual staff expense is not recognised until the date shares

are delivered under the plan. This expense is measured at the

purchase cost of the vested free shares.

intention to award shares bought back is established. This

provision is reassessed at each balance sheet date taking into

account the opening cost of the shares on the date they were

assigned to the plan or the cost of shares yet to vest, measured

on the basis of the share price at the balance sheet date, and

the probability that the plans will be implemented at the stated

terms.

For multi-year plans contingent upon performance and/or

presence conditions, a provision for contingencies is set aside

on a straight-line basis over the vesting period in recognition of

the probable outflow of resources when the decision or

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the income statement

4.2.3. RETIREMENT BENEFIT OBLIGATIONS: AMOUNT RECOGNISED IN THE INCOME STATEMENT

The calculation assumptions for this obligation were as follows:

voluntary retirement age: 65;

each employee is entitled to a retirement bonus;

salary increase rate: 2.5%;

the amount payable is calculated as set out in the collective

staff turnover: 0% to 15.60%;

social security contribution rate: 44.5%;

discount rate: 0.44%.

bargaining agreement covering the category of employees in

question;

❙

AMOUNTS RECOGNISED IN THE INCOME STATEMENT

31/12/2020

31/12/2019

(in thousands of euros)

Current service cost

Interest on obligation

Past service cost

5,780

690

193

5,233

1,320

220

TOTAL RECOGNISED UNDER OPERATING EXPENSES

6,662

6,774

Net liability at the beginning of the period (with corridor)

Net expense recognised in the income statement

Benefits provided

73,170

6,662

-2,169

67,798

6,774

-1,402

Intercompany transfers and partial transfers of assets

NET LIABILITY AT THE END OF THE PERIOD

77,663

73,170

4.2.4. OTHER INFORMATION

a. Workforce

c. Payments received in connection with furlough measures

related to the Covid-19 crisis

The average workforce in 2020 was 13,207 employees.

The workforce at 31 December 2020 totalled 12,848 employees.

Furlough measures were implemented as a result of the Covid-19

crisis in France. The amounts received from government were

recognised as a deduction to personnel expenses and amounted to

2.439 million.

b. Compensation of Directors and company officers

Directors’ fees paid in 2020 in respect of financial year 2019 amounted

to 500 thousand.

The total base salary amount exempted from social security

contributions came to 2.938 million.

Compensation paid in 2020 to company officers totalled 1.282 million.

4.3. Financial items

Notes

2020

2019

(in thousands of euros)

Dividends received from equity interests

Interest on bank borrowings and similar charges

Interest on employee profit-sharing

5.3.1.c

53,842

-6,757

52,510

-9,669

-36

Discounting of the pension provision

-690

-1,320

2,193

-7,093

2,295

4,128

Interest received and paid on Group current accounts

Positive and negative foreign exchange impact (including provision)

Impairment of equity interests

2,938

11,685

-3,944

3,593

5.3.1.b

Other financial income and expenses

NET FINANCIAL INCOME

60,667

43,006

Foreign exchange gains and losses mainly arise from transactions carried out in pounds sterling, Norwegian kroner and US dollars. In 2020,

this item was mainly affected by the revaluation of financial debt outstanding denominated in pounds sterling.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

237

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the income statement

4.4. Exceptional items

Notes

2020

2019

(in thousands of euros)

Scrapping of fixed assets

-119

-62

4,745

-8,108

2,675

639

580

-6,744

172

Disposal of financial investments

Gains or losses on treasury share transactions

Provisions for tax risks

Reorganisation costs

Accelerated depreciation and amortisation

Other

5.4.2

8,998

3,324

EXCEPTIONAL ITEMS

5,455

647

The main movements in exceptional income and expenses in 2020

were as follows:

The company is covered against the risk generated by the

cyberattack. The damage suffered during this event exceed the

reimbursement limit of these insurance policies. The company has

estimated that the amount receivable will be equal to this ceiling

and has recognized it against the costs incurred.

reorganisation costs: 8.108 million;

reversal of a provision for the risk of tax audits of prior financial

years: 4.745 million;

Exceptional items are items that do not arise from the

Company’s day-to-day operations, either because they are

unusual in amount or impact or because they are abnormal,

non-predictive and infrequent.

costs related to the Covid-19 crisis: 2.579 million.

costs directly related to the cyberattack on the Company during

the fiscal year:

•

employee and subcontractor downtime due to operations not

running at full capacity;

internal and external remediation.

4.5. Corporate income tax

However, given the provisions laid down in agreements with

subsidiaries, tax savings recognised by the parent company during

the financial year, arising from the use of tax losses and net

long-term capital losses reported by consolidated companies, are

only temporary, since they will be taken into account by

consolidated companies when they determine their taxes for

subsequent financial years.

4.5.1. TAX CONSOLIDATION

Sopra Steria Group and some of its subsidiaries have opted to file

as a tax consolidation group. Each of the companies computes and

recognises its own income tax charge as if it were taxed separately.

The tax savings resulting from the application of the tax

consolidation group – equal to the difference between the sum of

tax paid to the parent company by consolidated companies, and tax

calculated on Group earnings and actually payable to the French

Treasury – will accrue to the parent company.

At the financial year-end, the tax group recorded a loss and

corporate income tax due for the year was nil.

4.5.2. TAX BREAKDOWN BETWEEN ORDINARY ACTIVITIES AND EXCEPTIONAL ITEMS

❙

CORPORATE INCOME TAX BROKE DOWN AS FOLLOWS:

2020

2019

(in thousands of euros)

Tax on recurring operations

Tax on exceptional operations

Impact of tax consolidation

RD tax credit

11,520

-52

-11,468

-19,112

-669

14,159

-646

-12,317

-14,913

-226

Other tax expenses

Other tax credits

-1,054

-770

TOTAL

-20,835

-14,713

238

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

5.1. Non-current assets

5.1.1. INTANGIBLE ASSETS

Gross value

(beginning of period)

Gross value

(end of period)

Acquisitions

Disposals

(in thousands of euros)

Research and development expenses

Concessions, patents and similar rights

Goodwill

47,569

172,926

2,250

48,692

172,926

2,250

1,123

Other intangible assets

TOTAL FIXED ASSETS

223,868

1,123

222,745

Amortisation

and provisions

(beginning of period)

Amortisation

and provisions

(end of period)

Charges

Reversals

(in thousands of euros)

Research and development expenses

Concessions, patents and similar rights

Goodwill

45,266

55,054

857

1,885

46,027

55,054

1,286

1,123

Other intangible assets

429

TOTAL AMORTISATION

AND PROVISIONS

101,177

2,313

1,123

102,367

Intangible assets comprise:

Research and development costs for software and solutions, which

totalled 23.648 million in 2020, are recognised as expenses.

software acquired or contributed;

goodwill and technical merger losses acquired or contributed

during mergers.

Software development costs

Software acquired

All research and development costs are charged to the income

Software is recognised at cost. It is amortised on a straight-line

statement for the financial year during which they are incurred.

basis over one to ten years.

Development costs for software and solutions may be capitalised if all

of the following can be demonstrated:

Goodwill

Goodwill consists of acquired assets of a business that cannot

•

the technical feasibility of completing the intangible asset for

use or sale;

be shown in any other balance sheet item. As such, it is

calculated by deducting from the total value of a business those

elements of that business that can be recognised separately in

the balance sheet.

•

the intent to complete the intangible asset and use or sell it;

the ability to use or sell the intangible asset;

Sopra Steria Group conducts goodwill impairment tests every

year.

the manner in which the intangible asset will generate

probable future economic benefits;

The duration of use of goodwill is presumed to be unlimited.

•

the availability of adequate technical, financial and other

resources to complete the development and to use or sell the

intangible asset;

The Company writes down the value of an asset if its current

value (the higher of market value and value in use) is less than

its carrying amount.

the ability to reliably measure the expenditure attributable to

the intangible asset during its development. The only research

and development costs recognised are from companies

acquired and subsequently merged.

Goodwill is allocated to a group of assets so that it can be

tested at a level of relevance that enables its performance to be

tracked.

Recognised write-downs are definitive and may not be reversed.

240

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

Technical merger losses allocated to goodwill

Each share of the merger loss allocated to an underlying asset is

tested for impairment and written down whenever the current

value of the underlying asset falls below its carrying amount

plus the share of the merger loss allocated. The impairment loss

is charged firstly to the share of the technical merger loss.

After allocation, technical losses on mergers are recognised in a

specific account by the relevant asset category to facilitate their

monitoring over time.

Technical losses on mergers are depreciated using the same rules

Goodwill impairment therefore also includes impairment losses

charged to the portion of the technical merger loss allocated to

goodwill.

and under the same terms as the assets to which they relate.

5.1.2. PROPERTY, PLANT AND EQUIPMENT

Gross value

(beginning of period)

Line-item

transfers

Gross value

(end of period)

Acquisitions

Disposals

(in thousands of euros)

Land

Buildings

Technical installations

Sundry fittings

Vehicles

Office furniture and equipment

Other property, plant and equipment

Fixed assets in progress

323

6,829

3,828

88,278

43,384

6,140

323

6,829

3,926

93,011

224

42,588

4,799

3,441

836

2,015

137

1,067

723

2,699

2,935

-4,277

TOTAL FIXED ASSETS

148,884

6,252

3,422

151,714

Depreciation

and provisions

(beginning of period)

Depreciation

and provisions

(end of period)

Line-item

transfers

Charges

Reversals

(in thousands of euros)

Land

Buildings

Technical installations

Sundry fittings

Vehicles

Office furniture and equipment

Other property, plant and equipment

Fixed assets in progress

166

6,229

3,357

53,111

452

7,324

175

6,327

3,809

59,712

723

29,321

2,918

2,699

29,540

TOTAL DEPRECIATION AND

PROVISIONS

92,269

10,804

3,422

99,651

Property, plant and equipment consists of:

All properties other than the buildings at the Annecy-le-Vieux site

are leased.

land and buildings: Sopra Steria Group owns three buildings at

the Annecy-le-Vieux site;

Property, plant and equipment is recognised in the balance sheet at

cost.

office furniture, fixtures and equipment: This item refers to

equipment on premises leased by Sopra Steria Group in major

French cities.

Depreciation is calculated using the straight-line method over the

useful lives assigned to each category of fixed assets.

Some IT equipment is acquired on three- or four-year finance leases

and is not included under Property, plant and equipment in the parent

company financial statements.

Buildings

25 years

Fixtures and fittings

Hardware and equipment

Vehicles

9 years

3 to 5 years

5 years

Office furniture and equipment

5 to 10 years

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

241

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

5.1.3. FINANCIAL INVESTMENTS

Gross value

(beginning of period)

Acquisitions/

Increases

Disposals/

Decreases

Gross value

(end of period)

Notes

(in thousands of euros)

Equity interests and long-term

investment securities

Other financial investments

5.1.3. c

1,428,944

538,813

60,503

16,091

3,917

43,685

1,485,530

511,219

TOTAL FIXED ASSETS

1,967,757

76,594

47,602

1,996,749

Impairment

(beginning of period)

Impairment

(end of period)

Notes

Charges

Reversals

(in thousands of euros)

Equity interests and long-term

investment securities

Other financial investments

5.1.3. c

9,813

2,167

2,348

1,685

12,162

3,762

TOTAL IMPAIRMENT

11,980

4,033

15,924

Equity interests are recognised at cost.

At the financial year-end, an impairment loss is recognised whenever the carrying amount exceeds the value in use.

Value in use is equal to enterprise value less net debt. Enterprise value is determined on the basis of discounted future cash flows

derived from five-year business plans drawn up by management.

a. Breakdown of changes in the gross amounts recognised for equity interests and other financial investments

The increases merely reflected the acquisition of a controlling

interest in Sodifrance for a total amount of 60.503 million. The

details of the transaction were as follows:

70.2% of HP2M (Sodifrance’s holding company, which held a

94.03% stake in it at the date of acquisition of a controlling

interest), for 39.824 million;

100% of Strateg’e.Boss (a company holding 29.8% of HP2M), for

5.97% of Sodifrance shares for 3.917 million.

16.761 million;

The decreases arose from the resale of Sodifrance shares to HP2M

so that it directly has full ownership of Sodifrance SA.

b. Impairment of equity interests

In accordance with CRC Regulation 2002-10, issued by the Comité de la Réglementation Comptable (the French accounting regulation

committee), on the depreciation, amortisation and impairment of fixed assets, the following changes in impairment charges were recognised

in financial year 2020:

Impairment

(beginning of period)

Charges

Reversals

Impairment

(end of period)

(in thousands of euros)

Steria Medshore (Morocco)

Sopra Steria A/S (Denmark)

CS Communication Systèmes

COMECO

1,018

3,135

5,659

1,018

3,135

5,807

2,200

3,764

148

2,200

1,685

Other

2,168

TOTAL

11,980

4,033

15,924

During the financial year, the entity recognised impairment of financial assets in connection with investments in the amount of

1.685 million.

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

c. Subsidiaries and equity interests

Carrying amount

of shares held

(including

Loans

and

advances

granted

by the

Other

share-

Share holders’

capital equity

Guaran-

Dividends

received

by the

merger deficit)

tees and Revenue

securities excluding

capital

held

Profit

or loss

Company (in thousands of euros)

Gross

Net Company

given

VAT

Company

Subsidiaries

Sopra Banking Software France

Sopra HR Software (France)

161,867 -100,667

13,110 47,077

100 238,619 238,619 258,060

18,423 236,026

7,100 156,830

-57,344

4,644

100

3,171

Sopra Steria Holdings Ltd (United

Kingdom)

Sopra Steria Group SpA (Italy)

Sopra Steria España SAU (Spain)

Beamap (France)

Sopra Steria AB (Sweden)

Sopra Steria AG (Switzerland)

Sopra Steria A/S (Denmark)

Sopra Steria Benelux (Belgium)

Sopra Steria AS (Norway)

Sopra Steria SE (Germany)

Sopra Steria Asia (Singapore)

19,847 179,427

100 388,753 388,753

100 12,503 12,503

100 116,747 116,747

78,197

202,529

2,315

-4,230

1,893

5,016

242

-51

3,215

-290

3,113

23,024

16,195

-7,640

3,660

24,000

2,476

48,762

650

610

3,587

4,200

100

2,775

698

17,587

9,299

1,830

8,580

40,568

30,234

-1,698

100 33,673 33,673

99 37,561 37,561

4,263

1,344

9,138

1,910

10,000

1,233

4,629 45,135

100 12,220

9,086

10,522

69,404

280,558

99 45,756 45,756

100 126,303 126,303

100 183,153 183,153

15,942

5,000

16,000 330,068

47,260

100

3,590

5,634

Sopra Steria Infrastructure

Security Services (France)

Steria Medshore SAS (Morocco)

26,155

643

-3,858

943

100 39,617 39,617

100 2,688 1,671

247,508

-3,669

-29

1,155

Sopra Steria Polska Sp. z o.o.

(Poland)

4,043

3,181

100 10,800 10,800

35,047

2,660

2,874

Sopra Steria UK Corporate Ltd

(United Kingdom)

CIMPA (France)

19,836 215,342

100 389,600 389,600

100 100,000 100,000

88 46,709 46,709

3,165

-6,609

-49

-1

7,045

22,240

152

833

8,440

11,587

-8

103,132

Tecfit (France)

Sopra Steria Services (France)

XYZ 12 2016 (France)

SFT

HP2M (Sodifrance group)

Strateg’e Boss (Sodifrance group)

100

-6

204,983

22,940

7,248

3,960

15,531

9,909

313

51 22,624 22,624

100 39,825 39,825

100 16,761 16,761

6,004

238

-3

Equity interests

CS Communication Systèmes

Axway Software

COMECO

N/A

11 15,548

33 73,859 73,859

10 4,400 4,400

9,899

N/A

156,707

N/A

-18,163

N/A

42,702 200,925

N/A N/A

d. Loans and other financial investments

At the balance sheet date, this item mainly comprised the following:

During the financial year, this item was affected by:

liquidity agreement (shares and cash): 2.704 million;

the maturity of the 2017 LTI plan, for which the following

movements were recorded:

treasury shares for 5.354 million (net of impairment);

•

the purchase of around 35,869 treasury shares in the market,

for a total value of 5.145 million.

units in FCPI investment funds for 15.000 million;

merger loss on financial assets: 481.747 million.

•

awards of 59,732 free shares, for a total value of

7.449 million.

the purchase of 34,105 other treasury shares in the market, for a

total value of 5.353 million, in order to partially cover the

requirements of the next LTI plan, maturing in 2021;

the repayment of the outstanding balance of the £30 million

loan by its UK subsidiary Sopra Steria Ltd.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

243

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

5.2. Other assets

5.2.1. INVENTORIES AND WORK IN PROGRESS

Inventories

(beginning of period)

Inventories

(end of period)

Increase

Decrease

(in thousands of euros)

Consumables

Work in progress

3,40

770

3,065

TOTAL

3,882

796

3,086

5.2.1. Inventories and work in progress

Work in progress recognises all costs incurred during the transition or transformation phases of third-party application maintenance,

infrastructure management and outsourcing contracts, as well as preparatory phases for SaaS licences.

Costs incurred in the startup phase of a contract may be deferred over the term of the contract and recognised in the balance sheet as

work in progress when they relate to future activities of the contract and provided that they are probable and generate future economic

benefits.

Work in progress is recognised at its direct production cost and does not include administrative or commercial costs.

5.2.2. TRADE RECEIVABLES

2020

2019

(in thousands of euros)

Non-Group clients and related accounts

Accrued income

Group clients (including accrued income)

Doubtful debtors

216,321

96,940

18,700

250

292,304

95,271

25,125

331

Provision for doubtful debtors

-217

-284

TOTAL

331,994

412,745

Trade receivables and related accounts are recognised as assets and are stated at their carrying amount.

Accrued income is essentially comprised of production recognised for fixed-price projects using the percentage-of-completion method.

Invoices are generally prepared for these contracts upon completion of the services rendered, which are covered over the lifespan of the

projects through payments on account.

Trade receivables amounted to 331.994 million in 2020, compared with 412.745 million in 2019. This change reflected an improvement

in receipts toward the end of the year and a lower level of unbilled revenue from work in progress due to the decline in business activity.

Trade receivables are measured at their nominal value.

A separate estimate is made for trade receivables at the end of the financial year and an impairment loss is recognised in the event of a

risk of non-recovery, particularly when linked to collective proceedings. Doubtful debts for which legal proceedings have not been

instigated are treated as accrued credit notes.

5.2.3. OTHER RECEIVABLES, PREPAYMENTS AND ACCRUED INCOME

2020

2019

(in thousands of euros)

Staff costs and related accounts

Social security

731

117

814

State and local authorities

Corporate income tax

Value-added tax

Other tax

Group and associates

Impairment of current accounts

Other receivables

4,344

19,740

107,266

278,640

-47

7,235

21,491

71,647

184,637

-47

43,823

15,271

10,425

13,969

Prepaid expenses

TOTAL

469,840

310,287

244

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

The Other tax item includes in particular tax credits not used at

31 December 2020. It mainly consists of research tax credit

receivables totalling 88,043 million.

The Group and associatesitem consists of current account advances

to Group subsidiaries (cf. Note 5.1.3.c).

Prepaid expenses relate to services invoiced in 2020 and attributable

to subsequent years. They mainly concern costs associated with

hardware and software maintenance contracts and leases of

movable and immovable property. The increase in this item mainly

relates to renewals of multi-year contracts during the year.

The Corporate income tax item in the amount of 4.344 million

consists of overpayment of a corporate income tax payment on

account.

5.2.4. SHORT-TERM INVESTMENT SECURITIES

At the balance sheet date, no short-term investment securities had been subscribed.

Short-term investment securities are recognised at cost.

At each financial year-end, an impairment loss is recognised whenever the carrying amount exceeds the value in use, except in the case

of treasury shares assigned to a predetermined plan to distribute free shares to employees of the Company.

5.2.5. DEBT ISSUANCE COSTS AND TRANSLATION ADJUSTMENTS – ASSET

2020

2019

(in thousands of euros)

Debt issuance costs

Foreign currency translation losses

565

127

654

3,469

TOTAL

692

4,123

The Translation adjustments – Assetitem amounted to 0.127 million at end-December 2020, compared with 3.469 million at end-2019.

This change relates mainly to the full repayment (in the amount of £30.000 million) of the loan extended to UK subsidiaries.

A provision for contingencies and losses is recognised in respect of foreign currency translation losses in the amount of such losses, unless

the transactions are hedged or their term is sufficiently close. In this case, the unrealised gains and losses are considered to form part of

the overall foreign exchange position and the charge to the provision is restricted to the amount by which losses exceed gains.

Debt issuance costs consisted of costs to negotiate and arrange the bond issue carried out on 5 July 2019 for an initial amount of

0.697 million. These costs are amortised over the term of the debt in proportion to the interest accrued.

5.2.6. IMPAIRMENT OF CURRENT ASSETS

Impairment

(beginning of period)

Impairment

(end of period)

(in thousands of euros)

Impairment of trade receivables

Impairment of current accounts

Cash and cash equivalents

284

217

TOTAL

332

264

5.2.7. ACCRUED INCOME

31/12/2020

31/12/2019

(in thousands of euros)

Accrued income

Trade payables – Credit notes to be received

Trade receivables and related accounts

Tax and social security receivables

Cash and cash equivalents

1,447

104,563

2,240

814

105,016

855

169

428

TOTAL

108,419

107,113

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

245

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

5.3. Equity

5.3.1. STATEMENT OF CHANGES IN EQUITY

Impact

mergers

Change in

regulated

provisions

Amounts Appropriation

Profit for

the year

Amounts

(end of period)

(beginning of period)

of earnings

(in thousands of euros)

Share capital

Issue, merger and contribution premiums

Legal reserve

Discretionary reserves

Retained earnings

Profit for the year

20,548

531,477

2,056

436,433

20,548

531,477

2,056

436,433

147,078

142,276

147,078

-147,078

142,276

147,078

Regulated provisions

TOTAL EQUITY

1,137,592

142,276 1,279,867

No dividends were paid out during the financial year.

At 31 December 2020, the total number of voting rights that could

be exercised at Ordinary and Extraordinary General Meetings was

26,583,239, while the total number of theoretical voting rights at

that date was 26,630,051.

5.3.2. SHARE CAPITAL

At 31 December 2020, Sopra Steria Group had a share capital of

20,547,701. It is represented by 20,547,701 fully paid-up shares

with a par value of 1 each.

The Company held a total of 46,812 treasury shares at

31 December 2020. Consequently, at the balance sheet date,

reserves not available for distribution amounted to 6.060 million.

There were no capital transactions during the year under review.

In accordance with the resolution passed at the Combined General

Meeting of 27 June 2014, pursuant to Article L. 225-123 of the

French Commercial Code arising from the Act of 29 March 2014,

double voting rights were introduced on 7 July 2014 for all fully

paid-up shares held in registered form in the same shareholder’s

name for at least two years.

Free performance share award plans maturing in the financial year

had no dilutive effect on capital.

5.4. Provisions for contingencies and losses

Reversals in the year

Amounts

(beginning of period)

Additions in

the year

Amounts

(end of period)

(in thousands of euros)

Notes

Used

Not used

Provisions for retirement bonuses

Provisions for restructuring

Provisions for commercial disputes

Provisions for employee disputes

Provisions for foreign exchange losses

Provisions for tax risks

Provisions for renovating premises

Provisions for subsidiary risks

Provisions for contingencies on free share plans

Other provisions for contingencies

5.4.1

73,170

1,470

250

1,574

2,411

33,110

6,662

2,169

1,254

77,663

216

2,300

1,601

28,365

1,650

8,238

1,388

2,300

435

250

259

149

2,411

5.4.2

5.4.3

4,745

1,650

901

7,449

14,786

1,388

TOTAL

128,160

11,958

13,432

5,254

121,432

•

Provisions for contingencies and losses are set aside to cover

probable outflows of resources to third parties, without

consideration for the Company.

costs related to business premises (unoccupied premises,

renovations);

financial risks such as the risk of foreign exchange losses

(cf. Note 5.2.5);

The Company recognises provisions for the following

contingencies:

risks of tax adjustments linked to tax audits.

•

commercial risks (estimated costs of guarantee expenses, “losses

on completion” on some long-term contracts);

It should be noted that provisions recognised on a prudent basis

in no way prejudice the future outcome of current disputes.

•

employee-related

costs

(restructuring

costs,

performance-based free share plan);

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Notes to the balance sheet

Turnover tables are based on five-year age brackets and are updated

at each balance sheet date to reflect separation data for the last five

years.

5.4.1. PROVISIONS FOR RETIREMENT BONUSES

Sopra Steria Group recognises provisions for its employee benefit

obligations in accordance with the terms of voluntary and

compulsory retirement under the Syntec collective bargaining

agreement, as amended in 2004 following the French pension

reform act of 21 August 2003. Provisions for retirement bonuses

are recognised on an actuarial basis as described below.

The discount rate used to calculate the present obligation is the

yield on high-quality corporate bonds (rated AA or higher)

denominated in the payment currency and with a maturity close to

the average estimated term of the retirement benefit obligation

concerned.

Assumptions referring to mortality rates are based on published

statistical data.

The Company uses the 15-year Bloomberg rate for the eurozone as

the benchmark for discounting its retirement benefit obligations. At

31 December, this rate stood at 0.44%.

31/12/2020

31/12/2019

(in thousands of euros)

Present value of the obligation financed (with corridor)

Fair value of plan assets

Difference

91,529

80,944

Present value of the obligation financed

91,529

-13,866

80,944

-7,581

-193

Unrecognised actuarial losses (difference)

Unrecognised past service cost

Net liabilities on the balance sheet (provision after charge for the year)

Balance sheet amounts

77,663

73,170

77,663

73,170

Liabilities

Assets

NET OBLIGATION IN THE BALANCE SHEET

77,663

73,170

The total obligation in respect of retirement bonuses amounted to 77.663 million.

Sopra Steria Group recognises provisions for all of its

commitments in respect of retirement bonuses in accordance

with the retirement clauses of the Syntec collective bargaining

agreement.

taking into account actuarial assumptions such as the level of

future compensation, life expectancy and staff turnover.

Changes in actuarial assumptions that affect the valuation of

the obligation are recognised as actuarial gains and losses.

Actuarial gains and losses representing more than 10% of the

amount of obligations are recognised and amortised over the

expected average working lives of the employees participating in

the plan.

Sopra Steria Group’s obligation towards its employees is

determined on an actuarial basis, using the projected unit credit

method: the employer’s present obligation is recognised in

proportion to the probable length of service of the employees,

5.4.2. PROVISIONS FOR TAX RISKS

The total amount of provisions for taxes recognised at 31 December 2020 was 28.365 million.

No new tax-related disputes arose during the period; changes during the financial year related to adjustments of provisions made in prior

periods.

Unused reversals from these provisions amounted to 4.745 million in respect of financial year 2020. These adjustments were mainly related

to the French Council of State (Conseil d’Etat)’s “Takima” ruling of 9 September 2020 on the maximum amount of invoices, based on

eligible expenses, to be deducted from the basis for the RD tax credit by an approved subcontractor.

5.4.3. PROVISIONS FOR PLANS TO AWARD EXISTING FREE PERFORMANCE SHARES

Since the Company had expressed its intention to fund long-term

incentive (LTI) plans by acquiring existing shares in advance, it had to

recognise a provision for contingencies in recognition of the probable

outflow of resources.

The provision in respect of the 2018 LTI plan stood at

8.238 million at 31 December 2020.

The characteristics of this plan are set out in Note 4.2.2.

The next shares will be delivered in April 2021 when the 2018 LTI

plan closes.

During the financial year, as the 2017 LTI plan expired, the

corresponding provision was reversed for 7.449 million.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

247

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

5.5. Other liabilities

5.5.1. FINANCIAL DEBT

Amounts

(beginning of period)

Amounts

(end of period)

Notes

Increase

Decrease

(in thousands of euros)

Syndicated loan

5.5.1.a

5.5.1.b

5.5.1.c

5.5.1.d

164,657

120,000

99,000

281,534

25,944

55,000

65,000

9,346

138,713

65,000

144,000

272,188

NEU CP programme

NEU MTN programme

Other financial debt

Employee profit-sharing

Bond

110,000

5.5.1.e

250,000

3,612

250,000

2,705

Accrued interest on financial debt

5,006

5,913

TOTAL

918,804

115,006

161,203

872,608

a. Syndicated loan

amounts correspond to the debit positions of subsidiaries taking

part in the cash pooling arrangement;

As part of the Group’s funding policy, in 2014 the Company

arranged a 1,200 million five-year borrowing facility with

two options to extend the expiry date by one year. This facility

comprised a 200 million amortising tranche, an £80 million

amortising tranche and a 900 million multi-currency revolving

credit line. In 2018, following the exercise of the second one-year

extension option, the expiry date was postponed to 6 July 2023. At

31 December 2020, the outstanding amount drawn on the loan

was from the two amortising tranches (96 million and

£38.4 million after contractual amortisations for the period). The

900 million multi-currency revolving credit facility is undrawn.

a 60 million non-amortising bilateral bank facility maturing in

early 2024. In addition, another 50 million bilateral credit line

maturing in 2024 was undrawn at 31 December 2020 (see Note

6.2.2).

e. Bond

The bond issued on 5 July 2019 for an amount of 250 million has

the following characteristics:

•

st tranche – 130 million:

subscription date: 5 July 2019,

coupon rate: 1.749%,

b. Details on the NEU CP programme

In 2015, as part of the Group’s funding policy, the Company

arranged an unrated multi-currency NEU CP programme of

short-term negotiable securities that was not underwritten, with a

maximum amount of 700 million. This programme is presentedin

documentation available on the Banque de France website, which

was last updated on 30 June 2020. The average amount

outstanding under the NEU CP programme was 110.1 million

in 2020, compared with 268.2 million in 2019, and the

programme was very active throughout 2020. The outstanding

amount under the NEU CP programme at 31 December 2020 was

65.0 million (120 million at 31 December 2019).

redemption date: 5 July 2026;

nd tranche – 120 million:

subscription date: 5 July 2019,

coupon rate: 2.0%,

redemption date: 5 July 2027.

f. Covenants

The terms and conditions to which the syndicated loan and bond

issue are subject include a commitment to comply with certain

financial covenants.

Two financial ratios are calculated every six months using the

consolidated financial statements prepared in accordance with IFRS

on a rolling 12-month basis:

c. Details on the NEU MTN programme

In December 2017, as part of its efforts to diversify its borrowings,

the Company arranged an NEU MTN programme of medium-term

negotiable securities that was not underwritten, with a maximum

amount of 300 million. As was the case for the earlier NEU CP

programme, the NEU MTN programme is presented in

documentation available on the Banque de France website. The NEU

MTN programme pays fixed or floating rates, with a spread at each

issue date, and maturities range from one to five years. At

31 December 2020, the outstanding amount under the NEU MTN

programme was 144.0 million, with maturities of up to three

years. The net increase in the amount of NEU MTN corresponded to

65 million in matured securities and 110 million in new issues.

the first – known as the leverage ratio – is equal to net debt

divided by pro forma EBITDA;

the second – known as the interest coverage ratio – is equal to

pro forma EBITDA divided by the cost of net financial debt.

The first financial ratio must not exceed 3.0 at any reporting date.

The second ratio must not fall below 5.0.

Net financial debt is defined on a consolidated basis as all loans and

related borrowings (excluding intercompany liabilities), less available

cash and cash equivalents.

Pro forma EBITDA is consolidated operating profit on business

activity adding back depreciation, amortisation and provisions

included in operating profit on business activity before the impact

of IFRS 16 Leases. It is calculated on a 12-month rolling basis and is

therefore restated so as to be presented in the financial statements

at constant scope over 12 months.

d. Other financial debt

The Other financial debtitem includes:

bank overdrafts in the amount of 212.1 million relating to the

management of a notional cash pooling arrangement. These

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

At 31 December 2020, the net financial debt/pro forma EBITDA ratio covenant was met, with the ratio coming in at 1.12 compared with a

covenant of 3.0. It is calculated as follows:

31/12/2020

31/12/2019

(in thousands of euros)

Short-term borrowings ( 1 year)

Long-term borrowings ( 1 year)

Cash and cash equivalents

106,600

564,500

- 245,500

217,100

494,400

-197,500

Other financial guarantees

Net debt (including financial guarantees)

425,600

513,900

EBITDA

379,414

408,288

NET FINANCIAL DEBT / PRO FORMA EBITDA RATIO

1.12

1.26

For the second ratio, pro forma EBITDA is as defined above and the cost of net financial debt is also calculated on a rolling 12-month basis.

At 31 December 2020, the pro forma EBITDA to cost of net financial debt covenant – requiring a ratio of at least 5.0 – was met, with the

ratio coming in at 38.27. It is calculated as follows:

31/12/2020

31/12/2019

(in thousands of euros)

EBITDA

379,414

9,915

408,288

9,873

Cost of net debt

PRO FORMA EBITDA / COST OF NET FINANCIAL DEBT RATIO

38.27

41.37

The Company’s financial covenants were renegotiated to consider pro forma EBITDA before application in the consolidated financial

statements of IFRS 16 Leases and net financial debt excluding lease liabilities.

5.5.2. FINANCIAL INSTRUMENTS

a. Interest rate hedge

The eligible counterparties for interest rate hedging and investments

are leading financial institutions which belong to the Sopra Steria

banking syndicate. These financial instruments are managed by the

Group’s Finance Department.

Within the framework of the Group’s policy, the Company’s aim is

to protect itself against interest rate fluctuations by hedging part of

its floating rate debt and investing its cash over periods of less than

three months. The Company does not conduct speculative

transactions on financial markets.

For transactions qualifying as hedges, the underlying hedged risk

consists of a group of floating-rate financial liabilities. At

31 December 2020, floating-rate financial liabilities mainly

comprised the euro-denominated tranche of the 2014 syndicated

loan (96 million), the NEU CPs (65 million) and a portion of the

NEU MTNs (109 million).

The derivative financial instruments used to hedge the debt are

interest rate swap contracts or options, which may or may not be

eligible for hedge accounting.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

249

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

Fair value

31/12/2020

Maturity

Non-current

assets

Current Non-current

Current Notional

1 to

assets

liabilities liabilities amountꢁ(1) 1 year

5 years 5 years

(in thousands of euros)

Swap (cash flow hedge) in euros

Swap (cash flow hedge)

in foreign currency

Options eligible for hedge

accounting in euros

Options eligible for hedge

accounting in foreign currency

Swaps not eligible for hedge

accounting in euros

Options not eligible for hedge

accounting in euros

166

393

511 275,000

125,000 150,000

50,000

TOTAL INTEREST RATE

HEDGES

(1) Including internal foreign exchange contracts.

The transactions not qualifying as hedges relate to option contracts

not linked to an underlying asset at 31 December 2020.

The portfolio’s sensitivity in the event of a change in interest rates is:

a decrease of 0.156 million in the event of a decrease of

At 31 December 2020, the fair value of interest rate instruments

was negative 0.793 million.

50 basis points in interest rates;

an increase of 0.683 million in the event of an increase of

50 basis points in interest rates.

-50 BP

+50 BP

PL impact

(hedge ineffectiveness)

PL impact

(hedge ineffectiveness)

Equity impact

(in thousands of euros)

Swaps (cash flow hedge) in euros

Swaps (cash flow hedge) in foreign currency

Swaps not eligible for hedge accounting

Options eligible for hedge accounting in euros

Options eligible for hedge accounting in foreign currency

- 5

- 150

668

Options not eligible for hedge accounting

in foreign currency

- 0

TOTAL

- 150

- 6

668

TOTAL IMPACT

- 156

683

b. Foreign exchange hedge

transaction risk associated with purchases and sales of services in

foreign currencies and internal foreign exchange contracts

granted to subsidiaries in connection with the centralised

management of foreign exchange risk;

Sopra Steria Group is subject to three main types of risks linked to

fluctuations in exchange rates:

currency translation risk associated with the repatriation of

financing-related foreign exchange risk arising from

foreign-currency borrowings (risk arising from changes in the

value of the financial debt denominated in pounds sterling).

dividends of subsidiaries whose base currency is not the euro;

Nominal value

Fair value

(in thousands of euros)

Foreign exchange hedge(1)

Interest rate hedge

87,124

325,000

257

- 799

(1) Including internal foreign exchange contracts.

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

Transaction risk

At 31 December 2020, the fair value of foreign exchange

instruments was 0.257 million.

As part of the Group’s general risk management policy,

Sopra Steria Group systematically hedges against foreign currency

transaction risks that constitute material risks.

The portfolio’s sensitivity in the event of a change in interest rates is:

an increase of 2.246 million in the event of a 5% fall in the

In addition, centralised management of foreign exchange

transaction risk is in place with the Group’s main entities (apart

from India). Sopra Steria Group acts as the centralising entity,

granting exchange rate guarantees to subsidiaries in pounds

sterling, US dollars, Polish zlotys, Tunisian dinars and Norwegian

krone. After netting internal exposures, Sopra Steria Group hedges

the residual exposure through the use of derivatives.

euro;

a decrease of 1.975 million in the event of a 5% rise in the

euro.

Foreign exchange risk

At 31 December 2020, sterling-denominated debt providing partial

coverage of the assets comprised of shares in UK subsidiaries

amounted to 184.638 million, while cash and cash equivalents in

Swedish krona providing partial coverage of the debt of subsidiaries

in Sweden came to 19.063 million.

The remeasurement through profit or loss of these financial

instruments hedging balance sheet items is offset by the revaluation

of foreign currency receivables over the period.

All of the foreign exchange and interest rate positions are taken

using listed financial instruments traded over the counter or

through organised markets with minimal counterparty risk. Gains

and losses on financial instruments accounted for as hedges are

recognised symmetrically with the items hedged. The fair value of

financial instruments is estimated on the basis of quoted prices in

active markets or values provided by banks. Gains or losses arising

on derivatives used to hedge forecast transactions with separately

identifiable risks are deferred and taken into account in the

valuation of the transaction in question, which occurs when it is

settled.

5.5.3. TRADE PAYABLES

2020

2019

(in thousands of euros)

Non-Group suppliers and related accounts

Accrued expenses

Group suppliers (including accrued expenses)

18,127

50,079

53,028

34,450

59,916

50,925

TOTAL

121,233

145,291

5.5.4. TAX AND SOCIAL SECURITY PAYABLES

2020

2019

(in thousands of euros)

Staff costs and related accounts

Social security

86,800

105,588

97,581

108,746

State and local authorities

Corporate income tax

Value-added tax

Other tax

82,814

11,550

95,849

12,228

TOTAL

286,753

314,404

5.5.5. OTHER LIABILITIES, ACCRUALS AND DEFERRED INCOME

2020

2019

(in thousands of euros)

Payables on fixed assets and related accounts

Group and associates

Other payables

11,524

302,985

35,876

84,867

10,268

237,289

29,896

89,089

Deferred income

TOTAL

435,253

366,543

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

251

2020 PARENT COMPANY FINANCIAL STATEMENTS

Notes to the balance sheet

Deferred income comprises the portion of interim billings issued in

advance on fixed-price and maintenance contracts.

At 31 December 2020, Liabilities on fixed assetsincluded:

liabilities on acquisitions of property, plant and equipment for

The Group and associates item consists of current account advances

received from subsidiaries. These advances are related to cash

transfers from subsidiaries participating in the zero-balance cash

pooling system implemented by the Company.

0.209 million;

liabilities on acquisitions of non-current financial assets for

11.315 million. These concerned investments in FCPI funds and

will be recognised upon each call for subscription.

5.5.6. ACCRUED EXPENSES

31/12/2020

31/12/2019

(in thousands of euros)

Accrued expenses

Accrued interest on financial debt

Trade payables and related accounts

Trade receivables – Credit notes to be issued

Tax and social security payables

Other payables

2,705

63,363

22,510

135,749

3,612

75,245

18,653

150,331

TOTAL

224,327

247,840

The 14.582 million decrease in Tax and social security payables was mainly related to the decrease in employee-related provisions.

5.5.7. FOREIGN CURRENCY TRANSLATION GAINS

2020

2019

(in thousands of euros)

Foreign currency translation gains

6,746

5,985

TOTAL

6,746

5,985

Translation adjustments – The liability mainly relates to unrealised translation differences on the foreign currency portion of the syndicated

loan.

5.6. Maturities of receivables and payables at the balance sheet date

5.6.1. RECEIVABLES

Due in 1 year or

less

Due in more than

1 year

Gross amount

(in thousands of euros)

Non-current assets

Receivables related to equity interests

Other financial investments

3,729

1,998

1,731

Current assets

Doubtful debts and disputes

Other trade receivables

Staff costs and related accounts

Social security

250

331,961

250

731

State and local authorities

Corporate income tax

Value-added tax

Other tax

Group and associates

Other receivables

Prepaid expenses

4,344

19,740

107,266

278,640

43,823

15,271

4,344

19,740

19,223

278,640

43,823

15,271

88,043

TOTAL

805,827

715,803

90,024

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Other information

6.1. Information on finance leases

6.1.1. ASSETS HELD UNDER FINANCE LEASES

Original value

Depreciationcharge

Net value

For the period Accumulated

(in thousands of euros)

IT equipment

26,624

8,393

15,588

11,036

6.1.2. FINANCE LEASE COMMITMENTS

Actual lease payments

Lease payments remaining

Less than From 1 to Total

Residual

purchase

price

For the

period Accumulated

1 year

5 years

payable

(in thousands of euros)

IT equipment

7,191

13,579

6,380

6,078

12,459

266

6.2. Off-balance sheet commitments

6.2.1. OFF-BALANCE SHEET COMMITMENTS GIVEN

31/12/2020

(in thousands of euros)

Commitments given

Endorsements and bank guarantees

Counter-guarantee on non-bank guarantees covering contracts(1)

Bank counter-guarantee

38,072

312,721

Nominal value of future equipment operating lease payments

Nominal value of future real estate operating lease payments

Nominal value of future finance lease payments

Foreign exchange hedge(2)

1,884

141,352

12,725

87,124

325,000

Interest rate hedge

TOTAL COMMITMENTS GIVEN

918,878

(1) Under the IT service contracts entered into with its clients, the Company may, if formally requested by its clients, provide parent company guarantees to its subsidiaries in respect of the

performance of their obligations under the contracts signed directly with their clients. To date, no use has ever been made of any such guarantee.

(2) Including internal foreign exchange contracts.

Other off-balance sheet commitments given:

Sopra Steria Group also acts as guarantor for the amount of the

contribution payable by its UK subsidiaries in respect of defined

benefit pension plans in the event that those subsidiaries should

default. Similarly, it acts as guarantor for the put option granted to

the UK Cabinet Office to acquire the 25% stake not yet held in SSCL,

in the event that the Sopra Steria Ltd subsidiary should default.

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2020 PARENT COMPANY FINANCIAL STATEMENTS

Other information

6.2.2. OFF-BALANCE SHEET COMMITMENTS RECEIVED

31/12/2020

(in thousands of euros)

Commitments received

Endorsements and other bank guarantees

Cash facilities (current bank overdrafts):

4,470

161,500

Authorised

Utilised (balance sheet)

Not utilised (off balance sheet)

Medium-term loan:

Authorised

Utilised (balance sheet)

Not utilised (off balance sheet)

Nominal value of future equipment sublease payments

Nominal value of future real estate sublease payments

Net carrying amount of assets held under finance leases

Foreign exchange hedge (1)

1,088,713

138,713

950,000

43,933

11,036

87,124

325,000

Interest rate hedge

TOTAL COMMITMENTS RECEIVED

1,578,685

(1) Including internal foreign exchange contracts.

Other off-balance sheet commitments received:

As part of a cash pooling arrangement set up between certain Group

entities and BMG (Bank Mendes Gans), the Company acts as

guarantor for the amounts borrowed by its subsidiaries.

Lastly, as part of the acquisition of Sodifrance, the Company

received specific guarantees from the sellers in respect of certain

specific potential risks concerning the pre-acquisition period, for

which compensation would be payable on a euro-for-euro basis.

6.3. Exceptional events and legal disputes

There were employee and contractual risks and disputes at the

balance sheet date that are not provisioned in the balance sheet

because they constitute contingent liabilities. Uncertainties remain as

to their amount and the timing of the outflow of resources.

Furthermore, there are no exceptional events or legal disputes that

may have a material effect on the Company’s financial position,

revenue, assets or net profit.

6.4. Subsequent events

None.

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255

2020 PARENT COMPANY FINANCIAL STATEMENTS

Other information

6.6. Maturity schedule of trade payables and receivables

6.6.1. MATURITY SCHEDULES OF TRADE PAYABLES NOT PAST DUE

The Trade payables and related accountsitem came to 121.233 million. It comprised accrued expenses for 63.363 million, invoices not

past due for 58.841 million and past due invoices for 1.029 million.

Article D. 441-4 I. 1° of the French Commercial Code: Invoices

received, not yet paid and past due at the balance sheet date

0 days

(for guidance only)

1 to

30 days

31 to

60 days

61 to

90 days and over

91 days

Total

(A) PAST DUE INVOICES

Number of invoices concerned

Total amount of invoices concerned (k, incl. VAT)

Percentage of total purchases for the year (excl. VAT)

3,845

1,029

0.2%

611

0.1%

-179

0.0%

-283

0.0%

880

0.1%

(B) INVOICES EXCLUDED FROM (A) RELATING TO DISPUTED PAYABLES AND RECEIVABLES OR NOT RECORDED

IN THE ACCOUNTS

Number of invoices excluded

Total amount of invoices excluded (k, incl. VAT)

IN ARTICLE L. 441-6 OR L. 443-1 OF THE FRENCH COMMERCIAL CODE)

Contractual deadline: 30 to 45 days

Payment terms used to calculate late payments

Legal deadline: 45 days

6.6.2. MATURITY SCHEDULE OF TRADE RECEIVABLES NOT PAST DUE

The Trade receivables and related accounts item came to 332.211 million. It comprised accrued income for 104.563 million, invoices not

past due for 197.683 million and past due invoices for 29.965 million.

Article D. 441 I. 2° of the French Commercial Code: Invoices issued,

not yet paid and past due at the balance sheet date

0 days

(for guidance only)

1 to

30 days

31 to

60 days

61 to

90 days and over

91 days

Total

(A) PAST DUE INVOICES

Number of invoices concerned

Total amount of invoices concerned (k, incl. VAT)

Percentage of revenue for the year (excl. VAT)

2,209

29,965

1.98%

18,616

1.23%

6,188

0.41%

2,225

0.15%

2,936

0.19%

(B) INVOICES EXCLUDED FROM (A) RELATING TO DISPUTED PAYABLES AND RECEIVABLES OR NOT RECORDED

IN THE ACCOUNTS

Number of invoices excluded

Total amount of invoices excluded (k, incl. VAT)

250

IN ARTICLE L. 441-6 OR L. 443-1 OF THE FRENCH COMMERCIAL CODE)

Contractual deadline: 45 days

Payment terms used to calculate late payments

Legal deadline: 45 days

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

257

2020 PARENT COMPANY FINANCIAL STATEMENTS

Statutory Auditors’ report on the parent company financial statements

Statutory Auditors’ report on the parent company

financial statements

Financial year ended 31 December 2020

measures taken in the context of the state of sanitary emergency

have had numerous consequences for companies, particularly on

their operations and their financing, and have led to greater

uncertainties on their future prospects. Those measures, such as

travel restrictions and remote working, have also had an impact on

the companies' internal organisation and the performance of the

audits.

To the General Meeting of Sopra Steria Group SA,

Opinion

In compliance with the engagement entrusted to us by your

shareholders at your General Meetings, we have audited the

accompanying financial statements of Sopra Steria Group SA for the

year ended 31 December 2020.

It is this complex and evolving context that, in accordance with the

requirements of Articles L. 823-9 and R. 823-7 of the French

Commercial Code relating to the justification of our assessments, we

inform you of the key audit matters relating to the risks of material

misstatement that, in our professional judgment, were of most

significance in our audit of the parent company financial statements

for the financial year, as well as how we addressedthose risks.

In our opinion, the financial statements give a true and fair view of

the the assets and liabilities and of the financial position of the

Company as of 31 December 2020 and of the results of its

operations for the year then ended in accordance with French

accounting principles.

These matters were addressed in the context of our audit of the

parent company financial statements as a whole and in forming our

opinion thereon, and we do not provide a separate opinion on

specific items of the parent company financial statements.

The audit opinion expressed above is consistent with our report to

the Audit Committee.

Basis for opinion

REVENUE RECOGNITION ON FIXED-PRICE CONTRACTS

(Note 4.1.1 to the parent company financial statements)

AUDIT FRAMEWORK

Risk identified

We performed our audit in accordance with the professional

standards applicable in France. We believe that the audit evidence

we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Sopra Steria Group, one of Europe’s key players in digital

transformation, offers end-to-end, high-value-added services

comprising consulting and systems integration, development of

industry- and technology-specific solutions, IT infrastructure

management, cybersecurity and business process services (BPS).

Our responsibilities under those standards are further described in

the section of this report entitled “Responsibilities for the Audit of

the financial statements”.

For the financial year ended 31 December 2020, the Company’s

revenue totalled 1.5 billion, a significant portion of which related

to fixed-price contracts. Fixed-price contracts are characterised by

commitments relating to the price, the end result and the deadline.

INDEPENDENCE

We performed our audit in accordance with the independence rules

provided by the French Commercial Code and the French Code of

Ethics for Statutory Auditors for the period from 1 January 2020 to

the date our report was issued, and in particular we have not

provided any services prohibited by Article 5, paragraph 1 of

Regulation (EU) No. 537/2014.

As stated in Note 4.1.1 to the parent company financial

statements, services corresponding to contracts of this kind are

recognised using the percentage-of-completion method. This

method requires an estimate by management of figures on

completion and the level of completion of the contract, it being

specified that the amount of revenue recognised at each balance

sheet date is based on the difference between the contract value

and the amount required to cover the total number of person-days

remaining to be performed.

Justification of our assessments –

Key audit matters

Due to the global crisis related to the Covid-19 pandemic, the

financial statements of this period have been prepared and audited

under specific conditions. Indeed, this crisis and the exceptional

We considered the recognition of revenue on fixed-price contracts

as a key audit matter due to its significance in Sopra Steria Group

SA’s financial statements and the level of judgment and estimation

required by management to determine the revenue and income on

completion from these contracts.

258

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 PARENT COMPANY FINANCIAL STATEMENTS

Statutory Auditors’ report on the parent company financial statements

Our response

We familiarised ourselves with the internal control procedures

implemented by the Company and tested the key controls relating

to determining income from fixed-price contracts.

To assess the reasonableness of the estimate of the value in use of

equity interests, based on the information provided to us, our work

consisted in particular of:

For a sample of contracts deemed material due to their financial

impact and risk profile:

verifying, for valuations based on historical elements, that the

retained equity is consistent with the accounts of entities that

have been the subject of an audit or analytical procedures by

their statutory auditors, and assessing the appropriateness of any

adjustments made to this equity;

we reconciled contractual data, including any contractual

changes resulting from additional requests and contractual

claims, with management and accounting data;

for valuations based on forecast items:

we talked to management and project managers in order to

•

assess the reasonable nature of the estimates made by

management and corroborate the estimated amount allocated to

cover the total number of person-days remaining to be

performed, particularly in comparison with prior estimates and by

reviewing correspondence with the client and assessing whether

this has been translated correctly into the accounts. In performing

this work we drew on experience acquired in previous financial

years relating to similar contracts;

obtaining cash flow forecasts for the entities concerned

prepared by the operational departments, and assess their

consistency with the forecast data derived from the latest

strategic plans, taking into account the context of uncertainty

related to the Covid-19 crisis, prepared under the supervision of

their general management for each of these activities and

approved, where applicable, by the Board of Directors,

•

assessing the consistency of the assumptions used (in particular

the growth rate of projected cash flows) with the market

analyses and consensus observed, and verifying the various

components of the discount rate applied,

for contracts subject to claims, we talked to the Company’s legal

department and reviewed correspondence with the client in order

to assess the estimates made by management.

We also used substantive checks on a sample of trade receivables

and accrued income in order to assess management’s estimates

relating to the prospect of recovering these receivables.

comparing the forecasts used for previous periods with the

corresponding actual levels achieved in order to assess the

extent to which past targets were met;

In addition to assessing the values in use of equity interests, our

work also involved:

VALUATION AND IMPAIRMENT OF NON-CURRENT

FINANCIAL ASSETS

assessing the recoverability of loans to subsidiaries compared

with the analyses carried out on the equity interests;

(Note 5.1.3 to the parent company financial statements)

verifying the recognition of a provision for risks in cases where

the Company has committed to bear the losses of a subsidiary

with negative equity.

Risk identified

Non-current financial assets are reported in the balance sheet at

31 December 2020 for a net amount of 1,980.8 million,

representing 63.4% of total assets.

Lastly, we verified the appropriateness of the information provided

in Note 5.1.3 to the parent company financial statements.

As set out in Note 5.1.3 to the parent company financial

statements, equity interests are recognised at acquisition cost and

impaired when their value in use is less than their net carrying

amount at the balance sheet date.

PROVISIONS FOR RETIREMENT BONUSES

(Note 5.4.1 to the parent company financial statements)

In estimating the value in use of these securities, management must

exercise judgment in deciding which factors should be taken into

consideration for each relevant investment. These factors may

correspond to historical items (equity and net debt) or forecast

items (discounted future cash flows taking into account the

profitability outlook and economic climate in the countries in

question).

Risk identified

Sopra Steria Group recognises provisions for its employee benefit

obligations with respect to retirement bonuses in accordance with

the terms of voluntary and compulsory retirement under the Syntec

collective bargaining agreement. The related provision is evaluated

recognised on an actuarial basis based on the projected unit credit

method described in Note 5.4.1 to the parent company financial

statements. The actuarial value of accumulated benefits as at

31 December 2020 was 77.7 million.

As indicated in note 2.1 to the financial statements, the Covid-19

crisis has had an impact on the estimates used by Managementto

value certain assets and liabilities. In particular, this is mainly

relevant and structuring for the assumptions and estimates used to

assess the recoverable amount of financial assets.

Valuing these obligations, as well as the actuarial cost for the

financial year, requires a high level of judgment by management to

determine appropriate assumptions to be made, such as the

discount rate, future pay rises, staff turnover and mortality tables.

We considered that the valuation of non-current financial assets is a

key matter of our audit because of their significant importance in

the Company’s parent company financial statements and the

judgment exercised by management in determining their value in

use.

The change in some of these assumptions may have a material

impact on determining the amount of the provision recognised.

In view of the amounts represented by these obligations, we

considered the provisions for retirement bonuses to be a key matter

of our audit.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

259

2020 PARENT COMPANY FINANCIAL STATEMENTS

Statutory Auditors’ report on the parent company financial statements

Our response

Report on Other Legal and Regulatory

Requirements

Format of presentation of the financial statements intended to be

included in the Annual Financial Report

We familiarised ourselves with the process for valuing the provision

for retirement bonuses applied by Sopra Steria Group. A review of

actuarial assumptions was performed to take into account any

changes over the year or ad hoc impacts by:

We have also verified, in accordance with the professional standard

applicable in France relating to the procedures performed by the

statutory auditor relating to the annual and consolidated financial

statements presented in the European single electronic format, that

the presentation of the financial statements intended to be included

in the annual financial report mentioned in Article L. 451-1-2, I of

the French Monetary and Financial Code (code monétaire et

financier), prepared under the responsibility of the Chief Executive

Officer, complies with the single electronic format defined in the

European Delegated Regulation No 2019/815 of 17 December

2018.

assessing the discount rate in order to evaluate its consistency

with market conditions and duration;

assessing the reasonable nature of assumptions relating to pay

rises, staff turnover and mortality;

reviewing calculations supporting the sensitivity of the liability to

changes in the discount rate.

Lastly, we verified the appropriateness of the information provided

in Note 5.4.1 to the parent company financial statements.

Based on the work we have performed, we conclude that the

presentation of the financial statements intended to be included in

the annual financial report complies, in all material respects, with

the European single electronic format.

Specific verifications

We also performed the other specific verifications required by law

and regulations in accordance with professional standards

applicable in France.

We have no responsibility to verify that the financial statements that

will ultimately be included by your company in the annual financial

report filed with the AMF are in agreement with those on which we

have performed our work.”

Information given in the Management Report and in the other

documents with respect to the financial position and the parent

company financial statements addressed to shareholders

We have no matters to report regarding the fair presentation and

consistency with the parent company financial statements of the

information given in the Management Report of the Board of

Directors, and in the other documents addressed to shareholders

with respect to the financial position and the parent company

financial statements.

Appointment of Statutory Auditors

Mazars was appointed Statutory Auditor of Sopra Steria Group SA

by the shareholders at the General Meeting of 1 June 2000, and

Auditeurs et Conseil Associés – ACA Nexia by the shareholders at

the General Meeting of 30 June 1986.

As at 31 December 2020, Mazars was in its 21st consecutive year

as Statutory Auditor and Auditeurs et Conseil Associés – ACA Nexia

in its 35th consecutive year as Statutory Auditor, respectively

21 years and 31 years since the Company’s shares were first listed

for trading on a regulated market.

We certify that information relating to payment times as mentioned

in Article D. 441-4 of the French Commercial Code is fair and

consistent with the parent company financial statements.

Information relating to corporate governance

We attest to the existence, in the report of the Board of Directors on

corporate governance, of the information required by

Articles L. 225-37-4, L. 22-10-10 and L. 22-10-9 of the French

Commercial Code.

Responsibility of management

andꢀpersons charged with governance

in relation to the parent company

financial statements

It is management’s responsibility to prepare parent company

financial statements that give a true and fair view in accordance

with French accounting principles, as well as to implement the

internal controls it deems necessary to prepare parent company

financial statements that are free of material misstatement, whether

due to fraud or error.

Concerning the disclosures made in accordance with the

requirements of Article L. 22-10-9 of the French Commercial Code

relating to compensation and benefits paid or granted to the

company officers and any other commitments made to them, we

have verified their consistency with the financial statements, or with

the underlying information used to prepare those financial

statements and, where applicable, with the information obtained by

your Company from companies controlling your Company or

controlled by it that are included in the scope of consolidation.

Based on this work, we attest to the accuracy and fair presentation

of those disclosures.

On preparing the parent company financial statements, it is up to

management to assess the Company’s ability to continue as a going

concern, and to present in the financial statements, if applicable,

any necessary information relating to the continuity of operations

and apply the going concern assumption unless it is planned that

the company will be liquidated or cease trading.

Concerning the disclosures made relating to the elements that your

Company considered likely to have an impact in the event of a

public tender or exchange offer pursuant to the provisions of

Article L. 22-10-11 of the French Commercial Code, we verified

their compliance with the source documents which were provided

to us. Based on this work, we have no comments to make on these

disclosures.

It is the responsibility of the Audit Committee to monitor the

process of preparing financial information and monitor the

effectiveness of internal control and risk management systems, as

well as internal audit, where applicable, as regards procedures

relating to the preparation and processing of accounting and

financial information.

Other information

Pursuant to the law, we have verified that the Management Report

contains the applicable disclosures as to ownership and control, and

the identity of the holders of share capital and voting rights.

The parent company financial statements have been approved by

the Board of Directors.

260

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

2020 PARENT COMPANY FINANCIAL STATEMENTS

Statutory Auditors’ report on the parent company financial statements

management, as well as associated information provided in the

parent company financial statements;

Responsibilities of the Statutory

Auditors relating to the audit

ofꢀtheꢀparent company financial

statements

it assesses the appropriateness of management’s application of

the going concern principle and, depending on the evidence

collected, whether or not any material uncertainty exists relating

to events or circumstances that may call into question the

Company’s ability to continue as a going concern. This

assessment relies on evidence collected up to the date of its

report, noting that subsequent circumstances or events may call

into question the continuity of operations. If it concludes that a

material uncertainty exists, it shall draw readers’ attention to the

information provided in the parent company financial statements

relating to this uncertainty or, if this information is notprovided

or is not relevant, it shall give a qualified certification or refuse to

certify the financial statements;

AUDIT AIM AND APPROACH

It is our responsibility to prepare a report on the parent company

financial statements. Our aim is to obtain reasonable assurance that

the parent company financial statements taken as a whole are free

of material misstatement. Reasonable assurance corresponds to a

high level of assurance, although this does not guarantee that an

audit performed in accordance with professional standards

systematically allows for all material misstatements to be detected.

Misstatements may be due to fraud or error and are considered

material when it can reasonably be expected that they may, taken

individually or combined, influence the financial decisions of users

made on the basis of the financial statements.

it assesses the overall presentation of the parent company

financial statements and evaluates whether the parent company

financial statements reflect underlying transactions and events in

a way that gives a true and fair view.

As specified in Article L. 823-10-1 of the French Commercial Code,

our assignment of certifying the financial statements does not

consist of guaranteeing the viability or quality of your Company’s

management.

REPORT TO THE AUDIT COMMITTEE

We send a report to the Audit Committee setting out in particular

the scope of our audit work and the programme of works carried

out, as well as the conclusions of our work. We also bring to its

attention, if applicable, any significant weaknesses in internal

control procedures that we have identified as regards procedures

relating to the preparation and treatment of accounting and

financial information.

Within the framework of an audit performed in accordance with

professional standards applicable in France, the Statutory Auditor

uses its professional judgment throughout the audit process. In

addition:

it identifies and assesses the risk of the parent company financial

The information provided in the report to the Audit Committee

includes risks of material misstatement, which we deem to have

been the most significant for our audit of the parent company

financial statements for the financial year and which therefore

constitute key audit matters, which it is our duty to describe in this

report.

statements containing material misstatements, whether due to

fraud or error, defines and implements audit procedures in light

of these risks, and collects evidence that it deems sufficient and

appropriate to form a basis for its opinion. The risk of failure to

detect a material misstatement due to fraud is higher than in the

case of a material misstatement due to error, as fraud may

involve collusion, falsification, deliberate omissions, false

statements or circumvention of internal control procedures;

We also provide the Audit Committee with the declaration required

by Article 6 of Regulation (EU) No. 537-2014 attesting to our

independence with the meaning of applicable regulations in France

as set out in particular by Articles L. 822-10 to L. 822-14 of the

French Commercial Code and in the French Code of Ethics for

Statutory Auditors. If applicable, we shall discuss with the Audit

Committee the risks to our independence and safeguarding

measures implemented.

it familiarises itself with internal controls relevant for the audit in

order to define appropriate audit procedures under the

circumstances, and not with the aim of expressing an opinion on

the effectiveness of internal control procedures;

it assesses the appropriateness of accounting policies used and

the reasonable nature of accounting estimates made by

Paris and Courbevoie, 04 March 2021

The Statutory Auditors

French original signed by

ACA Nexia

Mazars

Olivier Juramie

Bruno Pouget

(1) This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English

speaking users.This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory

auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with,

French law and professional auditing standards applicable in France.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

261

2020 PARENT COMPANY FINANCIAL STATEMENTS

Statutory Auditors’ special report on related-party agreements

Statutory Auditors’ special report on related-party

agreements

General Meeting to approve the financial statements for the financial year ended 31 December 2020

To the General Meeting of Sopra Steria Group SA,

AGREEMENTS ALREADY APPROVED AT A

GENERAL MEETING

In our capacity as Statutory Auditors of your Company, we hereby

submit to you our report on related-party agreements.

Agreements approved during previous financial years that

remained in force during the financial year under review

We are required to inform you, on the basis of the information

provided to us, of the principal terms and conditions as well as the

grounds for the benefit to the Company of those agreements

brought to our attention or that we may have discovered in the

course of our audit. We are not required to express an opinion on

their usefulness and appropriateness or ascertain whether any other

such agreements exist. In accordance with the terms of

Article R. 225-31 of the French Commercial Code, it is your

responsibility to assess the benefit of entering into such agreements

when they are submitted for your approval.

In accordance with Article R. 225-30 of the French Commercial

Code, we have been informed that the following agreements

approved by the shareholders at General Meetings in previous

financial years remained in force during the financial year under

review.

2.1.Tripartite framework agreement for assistance entered into

between your Company, Sopra GMT (a shareholder in your

Company) and Axway Software (an investee of your

Company)

Where applicable, it is also our responsibility to provide you with the

information required by Article R. 225-31 of the French

Commercial Code in relation to the implementation during the

financial year under review of agreements already approved by the

shareholders at a General Meeting.

Under this agreement, Sopra GMT carried out services for your

Company relating to strategic decision-making, coordination of the

general policy between your Company and Axway Software, and the

development of synergies between these two companies, and

performs various strategy-related, consulting and assistance services

particularly with respect to finance and control.

We have carried out the procedures we deemed necessary in

accordance with the professional guidelines of the Compagnie

Nationale des Commissaires aux Comptes (CNCC, the French

national institute of statutory auditors) relating to this engagement.

These procedures consisted in verifying that the information given

to us was consistent with the underlying documents.

This agreement has an unspecified term and will end, in the event

of termination, with prior notice of 12 months.

Services are charged to Sopra Steria Group on the basis of actual

costs plus a 7% mark-up (excluding expenses relating to Sopra

GMT’s administration of its investments, estimated at around 15%

of the total).

AGREEMENTS SUBMITTED FOR APPROVAL AT

THE GENERAL MEETING

Sopra Steria Group charges Sopra GMT fees for providing premises,

IT resources and assistance from the Group’s functional divisions as

well as appropriate expertise for the assignments performed by

Sopra GMT.

We hereby inform you that we were not advised of anyagreement

authorised and entered into during the financial year under review

that needs to be submitted for shareholder approval at the General

Meeting pursuant to Article L. 225-38 of the French Commercial

Code.

Under this agreement, Sopra GMT charged your Company a net

amount of 1,074,801 with respect to financial year 2020.

At its meeting on 28 January 2021, your Company’s Board of

Directors confirmed that this agreement still met the criteria under

which it was authorised, and indicated that it would maintain the

previously granted authorisation.

Persons concerned:

Name

Functions

Chairman of the Board of Directors of Sopra Steria Group

Chairman and CEO of Sopra GMT

Pierre Pasquier

Director of Sopra Steria Group

Managing Director and Director of Sopra GMT

Éric Pasquier

Kathleen Clark-Bracco

Permanent representative of Sopra GMT for the Board of Directors of Sopra Steria Group

262

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

7. Share ownership structure

General information

Share ownership structure

Employee share ownership

Voting rights

266

267

268

269

Threshold crossings

Shareholders’ agreements

Agreement between Sopra GMT, Pasquier and Odin families,

and management

Control

269

270

7.1.

Breakdown of voting rights

7.2.

7.3.

Members of the Board of Directors

Measures to govern the control exercised by Sopra GMT

Share buyback programme

270

8.1.

Implementation of the share buyback programme in 2020

Description of the 2021 share buyback programme

8.2.

Changes in share capital

272

Securities giving access to the share capital – Potential dilution

10.

11.

Information on transactions in securities by Directors

or persons mentioned in Article L. 621-18-2 of the French

Monetary and Financial Code

273

Authorisations to issue securities granted to the Board of Directors

at the Combined General Meetings of 12 June 2018 and 9 June 2020

12.

273

274

12.1.

12.2.

12.3.

Issue with pre-emptive subscription rights

Issue without pre-emptive subscription rights

Authorisations for issues reserved for employees and company officers

without pre-emptive subscription rights

274

Information required by Article L. 22-10-11 of the French Commercial

Code relating to public tender or exchange offers

13.

274

275

276

Monthly share prices and trading volumes on Euronext Paris

Share price performance

14.

15.

16.

Dividend per share

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

265

SHARE OWNERSHIP STRUCTURE

General information

The Group was listed on the Paris Stock Exchange on 27 March

1990.

Main financial indices including the Sopra Steria Group

At 31 December 2020, Sopra Steria Group had a share capital of

20,547,701. It is made up of 20,547,701 shares with a par value

of 1 each.

SBF 120

CAC ALL-TRADABLE

CAC ALL SHARES

CAC MID SMALL

CAC MID 60

Codes and classification of the Sopra Steria Group share

ISIN/Euronext code: FR0000050809

Ticker symbol: SOP

CAC TECHNOLOGY

EURONEXT FAS IAS

NEXT 150

Market: Euronext Paris

CFI: ESEUFB

(E = Equities, S = Shares, E = Enhanced voting, U = Free, F

= Fully paid, B = Bearer)

Main non-financial indices including the Sopra Steria Group

Type of instrument: Stock

Euronext Eurozone ESG Large 80

Euronext Eurozone 300

Compartment: A (Large Cap)

Characteristics of the Sopra Steria Group share

Industry: 9000, Technology

Euronext Vigeo Europe 120

Euronext Vigeo Euro 120

Supersector: 9500, Technology

Sector: 9530, Software Computer Services

Subsector: 9533, Computer Services

Eligible for Share Savings Plan (PEA)

Eligible for Deferred Settlement Service

Main tickers for the Sopra Steria Group share

Euronext: SOP

CDP ENVIRONMENT ESG FR EW

EURONEXT CDP ENVIRONMENT FR EOGE

EURONEXT ENVIRONMENT ESG FR EW

Ethibel Sustainability Index (ESI) Excellence Europe

Ethibel Sustainability Index (ESI) Excellence VM

Gaïa Index

Bloomberg: SOP: FP

Reuters: SOPR.PA

266

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

SHARE OWNERSHIP STRUCTURE

Share ownership structure

At 31/12/2020

At 31/12/2019

At 31/12/2018

% of

theoretical exercisable

voting

rights

voting

rights

voting

rights

voting

rights

voting

rights

voting

rights

Shareholders

capital

Sopra GMT (1)

Pasquier family

Odin family

4,035,669

111,209

215,933

217,224

19.6%

0.5%

1.1%

29.7%

0.8%

1.6%

1.4%

29.8%

0.8%

1.6%

1.5%

4,034,409

109,939

214,833

246,044

19.6%

0.5%

1.0%

1.2%

29.5%

0.8%

1.6%

1.7%

29.6%

0.8%

1.6%

1.7%

4,034,409

108,616

222,729

245,719

19.6%

0.5%

1.1%

1.2%

28.7%

0.8%

1.7%

28.8%

0.8%

1.7%

Management

o/w Sopra

Développement (2)

0.0%

1.1%

0.0%

1.4%

0.0%

1.5%

33,828

212,215

0.0%

0.2%

1.1%

0.0%

0.3%

1.4%

0.0%

0.3%

1.4%

33,828

211,890

0.0%

0.2%

1.0%

0.0%

0.3%

1.5%

0.0%

0.3%

1.5%

o/w SEI (3)

o/w managers (4)

217,224

Agreement between

Sopra GMT, Pasquier

and Odin families,

and management

4,580,035

22.3%

33.6%

4,605,225

22.4%

33.7%

4,611,473

22.4%

0.0%

32.9%

0.0%

33.0%

0.0%

Soderi

Agreement between

Sopra GMT and

Soderi (5)

4,034,410

4,611,474

19.6%

22.4%

28.7%

32.9%

28.8%

33.0%

Total agreements (6)

Shares managed on behalf

of employees

1,297,939

6.3%

8.4%

8.5%

1,360,083

6.6%

8.4%

1,440,195

7.0%

8.3%

o/w Corporate mutual

funds (FCPE), We Share

employee share

ownership plan and SIP

Trust (7)

o/w Other UK trusts (8)

Free float

1,068,079

229,860

14,622,915

46,812

5.2%

1.1%

71.2%

0.2%

7.6%

0.9%

57.8%

0.2%

7.6%

0.9%

57.9%

0.0%

1,118,381

241,702

14,555,686

26,707

5.4%

1.2%

70.8%

0.1%

7.5%

0.9%

57.9%

0.1%

7.5%

0.9%

57.9%

0.0%

1,185,013

255,182

14,444,709

51,323

5.8%

1.2%

70.3%

0.2%

7.4%

1.0%

58.6%

0.2%

7.4%

1.0%

58.7%

0.0%

Treasury shares

TOTAL

20,547,701

100.0%

20,547,701

100.0%

20,547,701

100.0%

(1) Sopra GMT, a French “société anonyme”, is a holding company for Sopra Steria Group and Axway Software.

(2) Sopra Développement is a company formed by a group of senior managers whose corporate purpose was to hold shares in Sopra Steria Group and Axway Software. Sopra Développement’s General Meeting declared that the

liquidation procedure had been completed on 15 October 2020.

(3) Sopra Executive Investments SEI is a company formed by a group of senior managers whose corporate purpose was to hold shares in Sopra Steria Group. SEI’s General Meeting declared that the liquidation procedure had been

completed on 12 October 2020

(4) Managers who signed the shareholders’ agreement with Sopra GMT, the Pasquier and Odin families, SEI and Sopra Développement.

(5) The agreement with Soderi expired on 12 August 2019.

(6) Total for the agreement between Sopra GMT, Pasquier and Odin families, and management, and the agreement between Sopra GMT and Soderi.

(7) SIP Trust is a UK trust that manages shares purchased by employees under a share incentive plan.

(8) The other UK trusts hold asssets for the benefit of employees in the United Kingdom and India, for example via employee share ownership plans.

❙

SOPRA GMT’S OWNERSHIP STRUCTURE IS AS FOLLOWS:

Sopra GMT ownership structure

31/12/2020

31/12/2019

31/12/2018

Shareholders

Shares % of capital

Pasquier family

Odin family

318,050

132,050

68.27%

28.34%

318,050

132,050

68.27%

28.34%

318,050

132,050

68.44%

28.41%

Sopra Steria Group managers (active

and retired)

15,774

3.39%

15,774

3.39%

14,624

3.15%

TOTAL

465,874

100.00%

465,874

100.00%

464,724

100.00%

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

267

SHARE OWNERSHIP STRUCTURE

Employee share ownership

At 31 December 2020, all the holdings managed on behalf of

employees accounted for 6.3% of the share capital

(1,297,939 shares) and 8.4% of voting rights.

the 2014 merger with Groupe Steria and the tendering by the

FCPE Groupe Steriactions and Steriashares corporate mutual

funds of all their Groupe Steria shares to the public exchange

offer, accounting for 369,581 shares;

The holdings managed on behalf of corporate mutual funds (FCPEs)

and share incentive plans (SIPs) in the United Kingdom made up

5.2% of the share capital (1,068,079 shares) and 7.6% of voting

rights. They arose in particular from:

the SIPs in the United Kingdom, accounting for 136,267 shares.

The shares held by UK trusts, namely SSET and XEBT, for the benefit

of employees in the UK and India, accounting for 1.1% of the share

capital (229,860 shares) and 0.9% of the voting rights. In 2020,

the shares held by these trusts were used to make matching

contributions to the SIPs.

the 2016, 2017 and 2018 We share employee share ownership

plans and the Sopra Group free share allotment plan of 2012,

accounting for 562,231 shares;

Voting rights

At 31 December 2020, the total number of voting rights that could

be exercised was 26,583,239 and the total number of theoretical

voting rights was 26,630,051.

7 July 2014 for all fully paid-up shares held in registered form in

the same shareholder’s name for at least two years.

At 31 December 2020, 6,082,350 shares (representing 29.6% of

the share capital) held double voting rights.

In accordance with the decision made at the Combined General

Meeting of 27 June 2014, double voting rights were introduced on

Threshold crossings

In 2020, no statutory shareholding thresholds were crossed that required a report to be filed with the Autorité des Marchés Financiers.

Crossing of

Shareholder(s)

Crossing of threshold(s)

% of

capital

held

Number of

voting

rights

held

Date threshold(s)

crossed

AMF

Declaration

having crossed the threshold(s)

in voting

rights

Number of

threshold(s)

in capital

Type

rights

Article 30 of the Company’s Articles of Association states that the

“Rights to shareholder information – Disclosure obligations”

Any shareholder who holds more than 3% or more than 4% of the

Company’s capital shall inform the Company in the same manner

and based on the same methods of calculation as required with

respect to legal thresholds.”

“All shareholders are entitled to obtain the documents necessary to

enable them to make informed decisions regarding the

management and operations of the Company.

The documentation required and its availability to shareholders is

established by law and in regulations.

268

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SHARE OWNERSHIP STRUCTURE

Shareholders’agreements

Shareholders’ agreements

senior manager of Sopra Steria Group shares (right of first refusal

for Sopra GMT, right of second refusal for the Pasquier family

group, right of third refusal for the Odin family group and right

of fourth refusal for Sopra Développement) or by (ii) Sopra

Développement of Sopra Steria Group shares (right of first

refusal for Sopra GMT, right of second refusal for the Pasquier

family group and right of third refusal for the Odin family group).

The exercise price for the pre-emptive right shall be equal to

(i) the price agreed between the transferor and the transferee in

the event of an off-market transfer, (ii) the average share price

over the ten trading days preceding the announcement of the

disposal in the event of a sale on the market, or (iii) the value

determined for the shares in the context of the transaction, in all

other cases.

Agreement between Sopra GMT,

Pasquier and Odin families,

and management

A shareholders’ agreement constituting an action in concert was

concluded, for a two-year term, on 7 December 2009 between the

Pasquier and Odin family groups, Sopra GMT, Sopra

Développement and a group of senior managers. It is automatically

renewable for subsequent terms of two years.

This agreement includes the following main provisions:

an undertaking by the parties to act in concert so as to

implement shared strategies and, in general, to approve any

significant decisions;

The senior managers shall refrain from carrying out any transaction

likely to entail the filing of a mandatory takeover bid.

an undertaking by the parties to act in concert in connection with

the appointment of the members of Sopra Steria Group’s

management bodies and the renewal of these appointments, by

which the senior managers agree to facilitate the appointment of

any individuals proposed by the Pasquier and Odin family groups

and Sopra GMT;

A rider to this agreement was signed on 14 December 2012,

extending the agreement to include Sopra Executive Investments

(SEI), a company created by a group of Sopra Group senior

managers. The main provisions of the agreement remain

unchanged, with SEI granted a pre-emptive right having the same

ranking as that of Sopra Développement.

an undertaking by the parties to act in concert in order to ensure

that they always jointly hold at least 30% of the capital and

voting rights of Sopra Steria Group;

Sopra Executive Investments (SEI) and Sopra Développement were

wound up and underwent voluntary liquidation in 2020.

an undertaking by the parties to act in concert in connection with

any proposed acquisition or disposal corresponding to more than

0.20% of the capital or voting rights of Sopra Steria Group;

SEI’s General Meeting declared that the liquidation procedure

had been completed on 12 October 2020;

Sopra Développement’s General Meeting made the

an undertaking by the parties to act in concert in order to adopt

a shared strategy in the event of any takeover bid relating to

Sopra Steria Group shares;

corresponding declaration on 15 October 2020.

The shareholders’ agreement remains in force between the Pasquier

and Odin family groups, Sopra GMT and a group of senior

managers.

a pre-emptive right to the benefit of the Pasquier and Odin family

groups and Sopra GMT in the event of any disposal by (i) a

Control

7.1. Breakdown of voting rights

At 31 December 2020:

7.2. Members of the Board

of Directors

Sopra GMT held three of the fourteen seats on the Board of

Directors at 31 December 2020, including the Chairman of the

Board of Directors.

the group of shareholders acting in concert through the

agreement stated above, within which Sopra GMT, the Group’s

holding company, is the main shareholder, held 33.6% of

theoretical voting rights;

Two of the six members of the Nomination, Governance, Ethics and

Corporate Responsibility Committee represent Sopra GMT, including

the Chairwoman of the Committee.

the holdings managed on behalf of employees represented 8.4%

of theoretical voting rights.

The percentage of voting rights on shares held by shareholders

present or represented at the most recent Sopra Steria Group

General Meeting was approximately 75.7%.

Sopra GMT is represented on each of the Committees of the Board

of Directors.

No other shareholders are specifically represented on the Board of

Directors.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

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SHARE OWNERSHIP STRUCTURE

Share buyback programme

the selection process for new Directors, presented in

Section 1.2.3 of Chapter 3, "Corporate Governance". It ensures

that proposals from a range of sources and their prior evaluation

by the Nominations Committee are taken into account, where the

controlling shareholder only has one-third of the seats and the

position of the majority of Independent Directors prevails in the

event of a tied vote;

7.3. Measures to govern the control

exercised by Sopra GMT

The main measures to govern the control exercised by Sopra GMT

are as follows:

the separation of the functions of Chairman of the Board of

Directors and Chief Executive Officer;

the terms of reference of the specialist committees, which are

made up of a majority of Independent Directors;

the adoption of the AFEP-MEDEF code as the Company’s

corporate governance code;

periodic assessment by the Board of Directors of its ability to

meet the shareholders’ expectations.

the presence on the Board of Directors of eight Independent

Directors and two Directors representing the employees.

Share buyback programme

participating in the SIP in a ratio of one free share per share

acquired.

8.1. Implementation of the share

buyback programme in 2020

This description of the implementation of the share buyback

programme is given pursuant to Article L. 225-211 of the French

Commercial Code.

In addition, 59,732 free shares were remitted in connection with

the delivery and full and final allotment of free performance shares

under the 2017 LTI plan instituted by Sopra Steria’s General

Meeting of 22 June 2016 and allocated on 24 Februaty 2017 and

25 October 2017 to recipients meeting all the plan’s requirements

after application of the performance conditions.

Through Resolution 11 of the Combined General Meeting of

9 June 2020, the shareholders renewed the authorisation granted

to the Board of Directors to buy back the Company’s shares as set

out in Article L. 225-209 of the French Commercial Code and the

AMF’s General Regulation, for an 18-month period expiring

8 December 2021.

Taking into account these items, the Company held 41,412 shares

allocated for this purpose at 31 December 2020. Their cost price is

129.28.

At 31 December 2020, Sopra Steria Group held 46,812 treasury

shares, representing 0.2% of the share capital.

During the year ended 31 December 2020, this share buyback

programme was used as follows:

8.2. Description of the 2021 share

buyback programme

8.1.1. IMPLEMENTATION OF LIQUIDITY AGREEMENT

At 31 December 2019, 2,639 shares were allocated to the liquidity

agreement.

8.2.1. LEGAL FRAMEWORK

Between 1 January 2020 and 31 December 2020, Sopra Steria

Group bought back 225,379 shares under the liquidity agreement

at an average price of 124.15 and sold 222,618 shares at an

average price of 123.93.

This description is provided in accordance with the provisions of

articles 241–2 et seq. of the General Regulation of the French

securities regulator (Autorité des Marchés Financiers– AMF) as well

as European Regulation 596/2014 of 16 April 2014 (“MAR”

regulation) and in accordance with the terms of article 221–3 of

the AMF General Regulation.

At 31 December 2020, 5,400 shares were still held by the

Company for the purposes of the liquidity agreement. Their unit

cost is 130.88.

This programme will be submitted for approval at the General

Meeting of 26 May 2021.

8.1.2. ALLOCATION TO EMPLOYEES

a. Number of shares and share of capital held

by the Company

At 31 December 2019, 24,068 shares were allocated in order to

“allot or sell shares in the Company to employees and/or company

officers of the Group, in order to cover share option plans and/or

free share plans (or similar plans) for the benefit of Group

employees and/or company officers as well as any allotments of

shares in connection with a company or Group savings plan (or

similar plan), in connection with company profit-sharing and/or any

other forms of share allotment to the Group’s employees and/or

company officers”.

At 28 February 2021, the Company’s capital was made up of

20,547,701 shares.

At that date, the Company held 58,186 treasury shares,

representing 0.28% of the share capital.

b. Breakdown by purpose of treasury shares held

by the Company

At 28 February 2021, the treasury shares held by the Company

broke down by purpose as follows:

During financial year 2020, the Company acquired 77,971 shares

at an average price of 135.88.

implementation of liquidity agreement: 6,879 shares;

Under the Share Incentive Plan (SIP) employee share ownership plan

implemented by Sopra Steria Group in the United Kingdom,

895 shares were transferred free of charge to UK employees

award or sale to employees and/or company officers of the Group,

coverage of share option plans and/or free share plans (or similar

plans) for the benefit of Group employees and/or company officers

270

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SHARE OWNERSHIP STRUCTURE

Share buyback programme

as well as any allotments of shares in connection with a company or

Group savings plan (or similar plan), in connection with company

profit-sharing and/or any other forms of share allotment to the

Group’s employees and/or company officers: 51,307 shares.

to retire the shares thus repurchased, by way of a capital

reduction;

to implement any market practice that would come to be

accepted by the AMF, and in general, to perform any operation

that complies with regulations in force.

c. Objectives of the new share buyback programme

The objectives of the new share buyback programme to be

submitted to shareholders at the General Meeting of 26 May 2021

are:

d. Maximum proportion of share capital, maximum number

and characteristics of capital stock

The maximum proportion of share capital that may be bought back

is equal to 10% of Sopra Steria Group’s capital on the buyback day.

to obtain market-making services from an investment services

provider acting independently under the terms of a liquidity

agreement entered into in compliance with the AMF’s accepted

market practice;

At 31 December 2020, the share capital was 20,547,701, made

up of 20,547,701 shares, each with a par value of 1. On this

basis, Sopra Steria Group would be authorised to acquire 10% of

its share capital at most, i.e. 2,054,770 shares, not including shares

already held.

to award, sell or transfer shares in the Company to employees

and/or company officers of the Group, in order to cover share

purchase plans and/or free share plans (or equivalent plans) as

well as any allotments of shares under a company or Group

savings plan (or equivalent plan) in connection with a

profit-sharing mechanism, and/or any other forms of share

allotment to the Group’s employees and/or company officers;

This limit will be assessed on the date of the buybacks to take into

account any capital increase or reduction operations that might

occur during the programme period.

e. Maximum purchase price

to retain the shares bought back in order to exchange them or

The maximum purchase price per share is 250.

tender them as consideration at a later date for a merger, spin-off

or contribution of assets and, more generally, for external

growth transactions. Shares bought back for such purposes are

not to exceed, in any event, 5% of the number of shares making

up the Company’s share capital;

f. Buyback procedure details

The purchase, sale or transfer by the Company of its own shares

may be conducted at any time (except during the period of an offer

for the shares) and by any method, including over the counter, in

blocks of shares or through the use of derivative financial

instruments, on one or more occasions.

to deliver the shares bought back, upon the exercise of rights

attaching to securities giving access to the Company’s share

capital through redemption, conversion, exchange, tender

of warrants or any other means, as well as to execute any

transaction covering the Company’s obligations relating to those

securities;

g. Duration of buyback programme

The programme will run for 18 months as from approval of the

resolution presented at the General Meeting of 26 May 2021, i.e.

until 25 November 2022.

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

271

SHARE OWNERSHIP STRUCTURE

Changes in share capital

At 31 December 2020, Sopra Steria Group had a share capital of 20,547,701. It is made up of 20,547,701 shares with a par value of

1 each. Since 2011, the share capital has changed as shown below:

Number of shares

Created

Contributions

Amount of

capital

post-operation

Nominal

value

Premiums

Year

Description

Total

Nominal value

or reserves

Capital increase through the

exercise of options

2011

47,415,780

11,863,245

9,300

11,863,245

37,200

265,050

Capital reduction not

motivated by losses

-ꢁ35,589,735

35,589,735

Capital increase through the

exercise of options

2011

2012

11,893,486

30,241

11,893,486

30,241

962,041

None

Capital increase through the

exercise of options

Capital increase during the

first phase of Sopra’s public

exchange offer for Steria

2013

2014

11,919,583

18,531,485

26,097

11,919,583

18,531,485

26,097

811,966

6,611,902

517,976,403

Capital increase during the

second phase of Sopra’s public

exchange offer for Steria

Capital increase through the

exercise of options

2014

19,429,720

19,456,285

898,235

26,565

19,429,720

19,456,285

898,235

26,565

66,128,061

1,450,489

Capital increase through

the issuance of free shares

for employees

2014

19,585,300

129,015

19,585,300

129,015

-ꢁ129,015

Capital increase at the time

of the merger-absorption

of Steria by Sopra

Capital increase through the

exercise of options

2014

2015

20,371,789

20,434,841

786,489

63,052

20,371,789

20,434,841

786,489

63,052

58,941,611

2,216,615

Capital increase through

the issuance of free shares

for employees

2015

20,446,723

11,882

20,446,723

11,882

-ꢁ11,882

Capital increase through

the issuance of free shares

for employees

Capital increase through the

exercise of options

2016

20,468,033

20,531,795

21,310

63,762

20,468,033

20,531,795

21,310

63,762

-ꢁ21,310

3,727,171

Capital increase through

the issuance of free shares

for employees

2017

20,542,701

10,906

20,542,701

10,906

-ꢁ10,906

Capital increase through the

exercise of options

2017

2018

2019

2020

20,547,701

5,000

20,547,701

5,000

211,100

None

10.

Securities giving access to the share capital –

Potential dilution

There are no other securities giving access to the share capital other

than those mentioned in Note 5.4, "Share-based payments" in

Chapter 5, "2020 Consolidated Financial Statements" of this

Universal Registration Document (pages 182 to 183).

A Long Term Incentive (LTI) plan was introduced in 2018. The

maximum number of shares that may be delivered on 31 December

2020 under this plan stands at 67,680. As part of the planned

delivery on 1 April 2021, the Board of Directors have opted to

acquire these shares in the market to avoid any dilutive effect for

shareholders.

272

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Information on transactions in securities by Directors or persons mentioned in Article L. 621-18-2 of the French Monetary and Financial Code

11.

Information on transactions in securities by Directors

or persons mentioned in Article L. 621-18-2

of the French Monetary and Financial Code

Pursuant to article 223–26 of the AMF’s General Regulation, transactions relating to Sopra Steria Group shares in 2020 and referred to in

Article L. 621-18-2 of the French Monetary and Financial Code were as follows:

Number

Transaction of

Unit

price

Transaction

amount

Categoryꢁ(1) Name

Function

Description(2)

date

Astrid Anciaux*

Vincent Paris

Éric Pasquier

Jean-Bernard

Rampini*

Director

Chief Executive Officer

Director

A**

01/04/2020

318

0.00

1,905

1,270

318

Non-Voting Director

Solfrid Skilbrigt*

Xavier Pecquet

Director

Chairman of Sopra

Executive

A**

01/04/2020

31/07/2020

318

2,000

0.00

126.57

0.00

253,140.00

Investissements

(SEI) SAS***

Éric Pasquier

Director

01/12/2020

1,400

130.00

182,000.00

(1) Category a: Members of the Board of Directors and the Chief Executive Officer.

(2) Description: A: Acquisition; D: Disposal; S: Subscription; E: Exchange; Do: Donation; ESO: Exercise of stock options.

Term of office ended at the close of the General Meeting of 9 June 2020.

** Allocation of free performance shares under the 2017 LTI.

*** SEI’s partners voted to declare the conclusion of the liquidation procedure at its General Meeting of 12 October 2020.

12.

Authorisations to issue securities granted

to the Board of Directors at the Combined General

Meetings of 12 June 2018 and 9 June 2020

12.1. Issue with pre-emptive subscription rights

Date of GM

and

resolution

Duration of

delegation

(Expiry)

Maximum amount of

capital increase

Securities transaction concerned

Maximum issue amount

Use during the year

Nominal amount of

Capital increase (ordinary shares

and other securities giving access

to the share capital)

2 billion, if securities

9 June 2020

26 months giving access to the share

50% of the nominal

share capital

Resolution 13 (August 2022)

capital are to be issued

None

15% of the amount of

the capital increase

Capital increase (ordinary shares

and other securities giving access

to the share capital) in the event

of oversubscription in accordance

with Resolution 13

Capital increase through the capitalisation 9 June 2020

of reserves or the issue of new shares

15% of the amount of the under Resolution 13,

capital increase under

Resolution 13, up to a

up to a maximum

of 50% of the total

maximum of 2 billion nominal share capital

9 June 2020

Resolution 17 (August 2022)

26 months

Resolution 20 (August 2022)

26 months

None

Amount of discretionary

Amount of

reserves discretionary reserves

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

273

SHARE OWNERSHIP STRUCTURE

Information required by Article L. 22-10-11 of the French Commercial Code relating to public tender or exchange offers

12.2. Issue without pre-emptive subscription rights

Duration of

delegation

Maximum amount

of capital increase

Use during

the year

Securities transaction concerned

Resolution

(Expiry)

Maximum issue amount

20% of the share

capital, reduced to

10% of the share

Nominal amount of

2 billion, if securities

Capital increase (ordinary shares and other

securities giving access to the share capital)

9 June 2020

26 months giving access to the share capital for non-equity

Resolution 14 (August 2022)

capital are to be issued

securities

None

Nominal amount of

Capital increase by way of a public offering

provided for under no. 1 of Article L. 411-2

of the French Monetary and Financial Code

2 billion, if securities

9 June 2020

26 months giving access to the share

10% of the share

capital per year

Resolution 15 (August 2022)

capital are to be issued

15% of the amount of

the capital increase

15% of the amount of the under Resolution 14

Capital increase (ordinary shares and other

securities giving access to the share capital)

in the event of oversubscription

capital increase under

Resolution 14 or 15, up

to a maximum of

or 15, up to a

maximum

of 10%/20% of the

share capital

9 June 2020

26 months

in accordance with Resolution 14 or 15

Resolution 17 (August 2022)

2 billion

None

10% of the share capital,

up to a maximum

of 2 billion

10% of the share capital,

up to a maximum

of 2 billion

Capital increase as consideration for securities

tendered in the event of contributions in kind

9 June 2020

26 months

10% of the share

capital

Resolution 18 (August 2022)

Capital increase as consideration for securities

tendered in the event of a public exchange offer Resolution 19 (August 2022)

9 June 2020

26 months

10% of the share

capital

12.3. Authorisations for issues reserved for employees and company officers

without pre-emptive subscription rights

Authorised

percentage

Date of GM

and resolution

Authorised

percentage

for executive

Use during

the year

Expiry date

company officers

12 June 2018

Resolution 23

9 June 2020

Resolution 21

38 months

Free share plans

Capital increase for employees enrolled in a company

savings plan

(August 2021)

3% (1)

0.15%

None

26 months

(August 2022)

(1) This upper limit, calculated on the basis of the share capital at the date of the authorisation, is cumulative for all issues reserved for employees and company officers.

13.

Information required by Article L. 22-10-11 of the

French Commercial Code relating to public tender or

exchange offers

•

Pursuant to Article L. 22-10-11 of the French Commercial Code,

the elements mentioned in this article are detailed below:

on transfers of shares: Shares are freely tradable, other than as

specified by applicable laws or regulations (Article 11 of the

Articles of Association).

1. the Company’s ownership structure is presented in Section 2,

"Share ownership structure" of this chapter (page 267);

The Company has not been informed of any clauses of agreements

pursuant to Article L. 233-11 of the French Commercial Code other

than those set out in Section 6 of this chapter (page 269);

2. there are no restrictions in the Articles of Association:

•

on the exercise of voting rights: Fully paid-up shares held in

registered form for at least two years have double voting rights

(Article 29 of the Articles of Association),

3. any direct or indirect interests in the capital of the Company of

which the latter has been informed pursuant to

Articles L. 233-7 and L. 233-12 of the French Commercial

274

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SHARE OWNERSHIP STRUCTURE

Share price performance

Code are presented in Chapter, 7 Section 2 of this Universal

Registration Document (page 267);

of Association. “The Board of Directors determines the overall

business strategy of the Company and supervises its

implementation. Subject to the powers expressly conferred by

law to shareholders’ meetings and within the limits of the

corporate objects, the Board of Directors may consider any

matter relating to the proper operation of the Company and

shall resolve matters that concern the Company by its

decisions.”;

4. there are no holders of securities conferring special controlling

rights;

5. there is no control mechanism provided under an employee

share ownership scheme;

6. agreements between shareholders of which the Company is

aware and which may give rise to restrictions on share transfers

and voting rights are presented in Chapter 7, Sections 2 and 6

of this Universal Registration Document, pages 267 and 269,

respectively;

In addition, the Board of Directors was granted authority by the

Combined General Meeting of 9 June 2020 under Resolutions 12

to 21;

9. agreements concluded by the Company that might be amended

or cease to apply in the event of a change of control the

Company mainly concern the syndicated loan agreement signed

in July 2014, amended in July 2016 and in December 2019,

and the Euro PP bond issued by Sopra Steria Group in

July 2019;

7. the regulations applicable to the appointment and replacement

of the members of the Board of Directors are set forth in

Article 14 of the Articles of Association. The regulations

relating to the amendment of the Company’s Articles of

Association are contained within Article 33 of the Articles of

Association, which states that “only shareholders voting at an

Extraordinary General Meeting shall be authorised to amend

any and all provisions of the Articles of Association”;

10. there are no agreements providing for indemnities payable to

members of the Board of Directors or employees if they resign

or are dismissed without just cause or if their position is

terminated due to a takeover bid or exchange.

8. the powers of the Board of Directors concerning the issuance

and repurchase of shares are stated in Article 17 of the Articles

14.

Monthly share prices and trading volumes

on Euronext Paris

(Source: Euronext Paris)

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Share price performance

15.

Share price performance

Price (in )

Trading volumes

Number of

Capital

(in millions of

Month

2020-01

Number of trading

Average

days

High

Low closing price

shares traded

euros)

151.60

162.00

148.40

119.00

110.30

117.10

134.50

139.80

143.00

142.80

129.40

137.70

138.90

140.80

141.20

78.15

92.30

91.10

101.50

109.00

124.50

128.50

97.25

101.40

123.1

128.90

146.31

149.19

107.22

102.53

102.11

109.16

118.68

134.57

136.87

129.62

117.49

129.72

134.06

724,943

914,393

1,562,545

633,557

674,086

654,086

770,371

591,108

581,229

771,219

802,567

487,929

522,825

105.90

137.16

171.34

65.23

68.87

71.50

92.17

79.49

79.64

94.82

94.27

62.94

70.17

2020-02

2020-03

2020-04

2020-05

2020-06

2020-07

2020-08

2020-09

2020-10

2020-11

2020-12

2021-01

(Source: Euronext Paris)

16.

Dividend per share

Financial year

Number of shares bearing a dividend

Dividend per share

2014

2015

2016

2017

2018

2019(1)

20,062,614

20,324,093

20,517,903

20,516,807

20,514,876

1.90

1.70

2.20

2.40

1.85

(1) Given the current context of the Covid-19 pandemic and in a spirit of responsibility, at its meeting on 9 April 2020, Sopra SteriaGroup’s Board of Directors decided to propose to shareholders at

the General Meeting of 9 June 2020 not to distribute a dividend for financial year 2019.

To date, the Board of Directors has not predefined a dividend distribution policy.

At its meeting of 25 February 2021, the Board of Directors of Sopra Steria Group decided to propose at the General Meeting of the

Shareholders to be held on 26 May 2021 that a dividend of 2.00 per share be distributed. The ex-dividend date will be 1 June 2021. The

dividend will be paid as of 3 June 2021.

Dividends not collected before the five-year prescription period expires are paid to the French state.

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The Articles of Association and internal rules and regulations of

Sopra Steria Group are available in full on the website,

https://www.soprasteria.com, in the “Investors” section under

“Governance”.

electronic communication, with a view a to designating their

candidates;

b) a call for candidates means that a list of proposed candidates

can be drawn up among those persons meeting the criteria laid

down in Articles L. 225-23 and L. 225-102 of the French

Commercial Code are eligible to be considered as candidates;

1.1. Board of Directors

c) where voting rights attached to shares held by employees are

exercised by members of the supervisory boards of employee

shareholding investment funds, those supervisory boards may

together select a candidate. Each supervisory board shall meet

to choose its preferred candidate from a list of preselected

candidates. Representatives of the Company sitting on the

supervisory board are not entitled to vote on this decision.

Under the selection process, each preselected candidate shall be

allocated a score equal to the number of shares held by

employee shareholding investment funds that voted for

him/her. The preselected candidate with the highest score shall

be selected as the candidate;

ARTICLE 14 (ARTICLES OF ASSOCIATION) – BOARD OF

DIRECTORS

The Company is administered by a Board of Directors comprising a

minimum of three members and a maximum of eighteen, subject to

the exception provided for by law in the event of a merger.

The Directors representing the employees and employee

shareholders are not taken into account when determining the

minimum and maximum number of Directors.

1. Directors appointed by the General Meeting

1.a.General provisions

d) where voting rights attached to shares held by employees are

exercised directly by those employees, the elected or appointed

representatives of those employee shareholders may select a

candidate in accordance with procedures laid down in the rules

for candidate nomination. Where a candidate is selected by

appointed representatives, the rules for candidate nomination

may stipulate that a voting threshold must be met. In such

cases, the required threshold may not exceed 0.05% of the

company’s share capital. Each elected or appointed

representative of the employee shareholders shall choose its

preferred candidate from a list of preselected candidates. Under

the selection process, each preselected candidate shall be

allocated a score equal to the number of shares held by those

employees who elected or appointed the representatives that

voted for him/her. The preselected candidate with the highest

score shall be selected as the candidate;

Directors are appointed, reappointed or dismissed by the

shareholders at Ordinary General Meetings.

No one may be appointed a Director if, having exceeded the age of

seventy-five years, his/her appointment results in more than one

third of Board members exceeding this age. Once this limit is

exceeded, the oldest Director is deemed to have resigned from

office.

Directors may be natural or legal persons, with the exception of the

Director representing employee shareholders, who must be a

natural person. When a legal person is appointed as Director, the

latter names a permanent representative who is personally subject

to the same conditions, obligations and liabilities as all other Board

members, without prejudice to the joint and several liability of the

legal person thus represented.

e) members of supervisory boards of employee shareholding

investment funds and elected or appointed representatives of

employee shareholders may select the same candidate. In such

cases, that single candidate shall be presented at the General

Meeting of Shareholders. The same shall apply if either selection

process should fail to select a candidate.

Each Director must own at least one share in the Company.

1.b.Specific provisions concerning the Director representing

employee shareholders

When the legal requirements are met, a Director representing

employee shareholders is elected by the Ordinary General Meeting

from two candidates proposed by the employee shareholders

referred to in Article L. 225-102 of the French Commercial Code.

The Director representing employee shareholders shall be elected

from among the selected candidates by the shareholders voting at a

General Meeting under the quorum and majority requirements

applicable to Ordinary General Meetings. The Board of Directors

shall present each candidate to the shareholders by way of a

separate resolution and shall, as the case may be, approve the

resolution concerning its own preferred candidate.

Both candidates for election as the Director representing employee

shareholders are designated according to the following process:

a) the rules for the designation of candidates are laid down by the

Chairman of the Board of Directors. These rules include

provisions relating to the timetable for the various stages in the

designation process, the procedure for identifying and

reviewing all preselected candidates, the methods used to

designate the representatives of employee shareholders

exercising voting rights attached to shares that they own, in

addition to all provisions that may be useful for the smooth

execution of the abovementioned process. The rule is brought

to the attention of members of the supervisory boards of

employee investment funds and, where applicable, employee

shareholders exercising directly their voting right, by any means,

and notably, without these means of communication being

considered exhaustive, by affixing posters and/or using

The candidate receiving the most votes shall be elected Director

representing employee shareholders provided that he/she has

secured at least 50% of the votes of those shareholders in

attendance or represented at the General Meeting. In the event of a

tied vote, the candidate who has served longest as an employee of

the Company or one of its subsidiaries shall be appointed.

If no candidate secures at least 50% of the votes of those

shareholders in attendance or represented at the General Meeting,

two new candidates shall be put forward at the next Ordinary

General Meeting.

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Should the Director representing employee shareholders cease to be

an employee, he/she will automatically be deemed to have stepped

down and his/her appointment will terminate immediately. The

same applies in the event of the loss of status of shareholder within

the meaning of Article L. 225-102 of the French Commercial Code.

ARTICLE 15 (ARTICLES OF ASSOCIATION) –

ORGANISATION OF THE BOARD OF DIRECTORS

The Board of Directors elects from among its members a Chairman,

who must be a natural person in order for the appointment to be

valid. The Board determines the Chairman’s compensation.

The Board of Directors may validly meet and vote in the absence of

the Director representing employee shareholders until such time as

the latter is appointed at a General Meeting of Shareholders.

The Chairman shall be appointed for a term that may not exceed

his/her term of office as Director. The Chairman may be

reappointed. The Board may remove the Chairman from office at

any time.

The provisions laid down in this article cease to apply if, at the close

of a given financial year, the percentage of the share capital held by

employees of the Company and any related companies accounts for

less than 3% of the total share capital. The term of office in

progress will continue for its full duration.

No one over the age of 85 may be appointed Chairman. If the

Chairman in office exceeds this age, he/she shall automatically be

deemed to have resigned.

The Board may appoint one or two Vice-Chairmen from among the

Directors.

2. Director representing the employees

When the requirements laid down in paragraph I of

Article L. 225-27-1 of the French Commercial Code are met, one or

two Directors representing the employees sit on the Board of

Directors in accordance with the provisions of paragraph II of

Article L. 225-27-1 of the French Commercial Code.

It can also appoint a secretary who need not be a Director or

shareholder.

In the event of the Chairman’s absence, Board meetings shall be

chaired by any person specifically delegated for this purpose by the

Chairman. In the absence of this individual, the Board meeting shall

be chaired by one of the Vice-Chairmen.

The Directors representing the employees are appointed by the

Company’s Social and Economic Committee after a call for

nominations from within the Company and its French subsidiaries.

ARTICLE 16 (ARTICLES OF ASSOCIATION) – DECISIONS

OF THE BOARD OF DIRECTORS

When a single seat is vacant, the successful candidate is chosen

through by a majority vote in a two-round ballot. When two seats

are vacant, a list-based system of proportional representation with

the greatest remainders and no voting-splitting is used.

The Board of Directors shall meet as often as required by the

Company’s interests, pursuant to a notice of meeting given by its

Chairman. The Chief Executive Officer or, if the Board has not met

for at least two months, at least one third of the Directors, may

request the Chairman to convene a Board of Directors’ meeting to

deliberate on a specific agenda. The Chairman shall be required to

comply with such request.

The Director or Directors representing the employees are not

required to hold shares in the Company.

Further to the provisions set out in paragraph 2 of

Article L. 225-29 of the French Commercial Code, should the

Company body mentioned in these Articles of Association fail to

nominate a Director representing the employees, the decisions of

the Board of Directors shall still be deemed to be valid.

Notices of meetings may be issued by any means, including orally,

normally at least twenty-four hours in advance.

Meetings shall be held at the registered office or at any other place

specified in the notice of meeting.

3. Term of office of Directors

In exceptional cases, the Board of Directors may adopt, by means of

a written consultation, certain decisions provided for by the

regulations in force.

Directors are appointed for a term of office of four years.

In the year of expiry, Directors’ terms of office shall expire at the

close of the Ordinary General Meeting convened to approve the

financial statements for the previous financial year. They may be

reappointed immediately.

The Board can only validly conduct business in the presence of at

least half the Directors. Decisions shall be adopted by a majority

vote of the members present or represented.

By exception, upon their first appointment following the

modification of the Articles of Association taking effect on 9 June

2020, Directors’ terms of office appointed by the General Meeting

may be set at 1, 2 or 3 years such that the renewal of directorships

is staggered evenly from year to year.

In the event of a tie, the Chairman of the Board of Directors shall

have the casting vote. If the Chairman of the Board of Directors is

not present, the meeting Chairman shall have no casting votein the

event of a tie.

An attendance sheet is signed by the Directors taking part in the

Board meeting, either in person or by proxy.

Should one or more seats held by Board members appointed at the

General Meeting become vacant between two General Meetings,

with the exception of that held by the Director representing

employee shareholders, the Board may make temporary

appointments, in accordance with the requirements of

Article L. 225-24 of the French Commercial Code. A Director

appointed to replace another Director performs his/her duties for

the remainder of the term of office of the individual previously

serving in this position.

Internal rules and regulations shall be defined for the Board of

Directors.

These internal rules and regulations may include a provision

whereby Directors who participate in the meeting by

videoconference or any other means of telecommunication that

enables them to be identified as required by law, shall be

considered to be present for the purpose of calculating the quorum

and majority.

When a vacancy for a Director representing the employees arises

during their term of office, the Director chosen as an alternate by

the Company’s Social and Economic Committee performs the duties

for the remainder of the term of office of the individual previously

serving in this position.

This provision shall not apply for the adoption of any of the

following decisions:

approving the annual financial statements and the consolidated

financial statements, and preparing the Management Report and

the Group Management Report.

The decisions of the Board of Directors shall be recorded in minutes

prepared in accordance with legal provisions in force and signed by

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Articles of Association

the Chairman of the meeting and at least one Director. If the

Chairman of the meeting is unable to act, the minutes shall be

signed by at least two Directors.

Board meetings are chaired by the individual delegated for this

purpose by the Chairman of the Board of Directors. In the

absence of this individual, the Board meeting is chaired by oneof

the two Vice-Chairmen;

Copies or extracts of these minutes shall be certified by the

Chairman of the Board of Directors, the Chief Executive Officer, a

Director temporarily appointed to act as Chairman or an agent

authorised for such purpose.

the meeting Chairman does not have a casting vote in theevent

of a tie.

B. Operating procedures of the Company, governance

and control of Executive Management

ARTICLE 17 (ARTICLES OF ASSOCIATION) – POWERS

OF THE BOARD OF DIRECTORS

The Chairman of the Board of Directors ensures the smooth running

of the Board of Directors and the Board’s standing committees, the

relations of these bodies with Executive Management and the

implementation of best practices in corporate governance.

The Board of Directors shall establish the Company’s business

policies and ensure they are carried out in accordance with its

corporate interest, while giving consideration to the social and

environmental implications of its business activities. Subject to the

powers expressly conferred by law to shareholders’ meetings and

within the limits of the corporate objects, the Board of Directors

may consider any matter relating to the proper operation of the

Company and shall resolve matters that concern the Company by its

decisions.

The Chairman of the Board of Directors ensures that the Group’s

values are upheld.

The Chairman of the Board of Directors makes sure that Directors

are able to carry out their duties, and that they have adequate

information.

The Chairman of the Board of Directors ensures open lines of

communication at all times between the Board of Directors and

Executive Management. As such, the Chairman also keeps abreast

of, and must be informed of, the Group’s circumstances and any

decisions being considered whenever they are likely to have a

significant impact on the conduct of business activities. To thisend,

the Chairman is kept informed of developments throughout the

preparation of planned operations subject to prior approval by the

Board of Directors and may offer comments on such plans.

In its relations with third parties, the Company shall be bound by

the acts of the Board of Directors that exceed the scope of the

corporate objects, unless the Company proves that the third party

was aware, or that in light of the circumstances could not have

been unaware, that the act was not within said corporate objects.

However, the mere publication of the Articles of Association shall

not constitute such proof.

The Board of Directors shall carry out all controls and verifications it

deems necessary. Each Director is entitled to be provided with all

documents and information necessary for the performance of his

duties.

He/she may draw on the expertise of the Board committees and

their chairmen and enjoys unrestricted access to Executive

Management and functional and operational departments.

The Board may grant all agents of its choice all delegations of

powers, within the limits of the powers it holds pursuant to law and

these Articles of Association.

C. Relations with shareholders

The Chairman reports to the shareholders on the composition and

the manner in which the work of the Board of Directors is prepared

and organised, as well as on the internal control and risk

management procedures put in place by the Group.

The Board may create committees charged with studying matters

that the Board or the Chairman submits for their opinion and

review. It determines the composition and the terms of referenceof

the committees, which operate under its responsibility.

The Chairman presides over General Meetings.

In collaboration with the Chief Executive Officer, the Chairman

ensures the appropriate management of the Company’s relations

with its major shareholders.

Under a delegation of powers granted at an Extraordinary General

Meeting, the Board of Directors may amend the Company’s Articles

of Association to ensure compliance with legal and regulatory

requirements, subject to ratification at the following Extraordinary

General Meeting.

D. Support for Executive Management

In agreement with the Chief Executive Officer, the Chairman of the

Board of Directors may take part in actions to address any issues of

interest to the Company or the Group, notably those relating to

business activities, strategic decisions or projects (in particular

involving investments or divestments), partnership agreements and

relations with employee representative bodies, risks and financial

disclosures.

ARTICLE 18 (ARTICLES OF ASSOCIATION) – POWERS

OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

The Chairman of the Board of Directors organises and directs the

work of the Board of Directors, on which he/she reports to the

General Meeting. He/she ensures the smooth running of the

Company’s management bodies and, in particular, that the

Directors are able to carry out their duties.

In agreement with the Chief Executive Officer, he/she may also take

part in any meetings.

E. Representation of the Company and the Group

ARTICLE 2 (INTERNAL RULES AND REGULATIONS

OF THE BOARD OF DIRECTORS) – ROLE

The Chairman of the Board of Directors represents the Board in its

relations with third parties, apart from exceptional circumstances or

in the case of specific assignments conferred upon individual

Directors. In coordination with the Chief Executive Officer, the

Chairman of the Board of Directors makes every effort to promote

the values and image of the Group in all circumstances. In

agreement with the Chief Executive Officer, the Chairman of the

Board of Directors may represent the Group in its high-level

relations, particularly with major partners or clients and government

authorities, on the domestic and international fronts, and in terms

of both internal and external communications.

OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

A. Organisation and steering of the work of the Board

of Directors

The Chairman of the Board of Directors organises and directs the

work of the Board of Directors.

The Chairman of the Board of Directors sets the schedule and

agenda for meetings of the Board of Directors.

In the absence of the Chairman of the Board of Directors:

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Conditions for the exercise of the Chairman of the Board

of Directors’ prerogative powers

Without prejudice to the conditions above or to other legal

requirements, an individual shall not simultaneously hold more than

five offices as a Chief Executive Officer, member of a management

board, sole executive officer, Director or member of the Supervisory

Board of sociétés anonymes having their registered offices in France.

For the purposes of this Article, where a Director acts as Chief

Executive Officer, this shall count as a single office.

The duties assumed by the Chairman of the Board of Directors

require the Chairman to devote his/her time to the Company. The

initiatives undertaken and the actions carried out by the Chairman in

the performance of his/her duties are taken into consideration by the

Board of Directors in determining the Chairman’s compensation.

This number shall be reduced to three for offices held within

companies, even where registered outside France, whose shares are

traded on a regulated market for persons acting as Chief Executive

Officer, member of a management board, Director or sole executive

officer in a company whose shares are traded on a regulated market

and which employs at least 5,000 permanent employees in the

company and its direct or indirect subsidiaries, and whose registered

offices are located in France, or at least 10,000 employees in the

company and its direct or indirect subsidiaries, and whose registered

offices are located in France and elsewhere.

The Chairman of the Board of Directors fulfils his/her responsibilities

in recognition of those assumed by the Chief Executive Officer and

the Board of Directors.

ARTICLE 20 (ARTICLES OF ASSOCIATION) –

COMPENSATION OF CORPORATE OFFICERS

AND DIRECTORS

1. The shareholders at a General Meeting may grant the Directors

an annual fixed compensation, the amount of which shall be

booked as operating expenses. Such amount shall be

maintained until a new decision is adopted. The Board of

Directors shall determine the allocation thereof among the

Directors, in accordance with applicable laws.

For the purposes of applying this latter limit, positions as Director or

member of the Supervisory Board held by the Chief Executive Officer,

member of a management board, Director or sole executive officer

of companies whose main business is the acquisition and

management of investment holdings, within the meaning of

Article L. 233-2 of the French Commercial Code, shall be

disregarded for these purposes.

2. The Board of Directors determines the compensation of the

Chairman of the Board of Directors, the Chief Executive Officer

and any Deputy Chief Executive Officers, in accordance with

applicable laws.

Any individual in breach of the provisions concerning multiple offices

shall resign one of the positions within three months of his/her

appointment or, in the event of a derogation, from the position at

issue within three months of the event that causes the person to

cease complying with the conditions set by law. On expiry of the

three-month period, the person is automatically dismissed and must

return the compensation received, although the validity of the

deliberations in which he/she took part is not called into question.

3. The Board of Directors may also grant extraordinary

remuneration for missions or assignments entrusted to

Directors, in accordance with applicable laws. Directors shall not

receive any remuneration from the Company, whether

permanent or otherwise, other than the remuneration specified

in the preceding paragraphs, unless they have entered into an

employment contract with the Company, in accordance with

applicable laws.

1.2. Executive Management

ARTICLE 21 (ARTICLES OF ASSOCIATION) – MULTIPLE

OFFICES

ARTICLE 19 (ARTICLES OF ASSOCIATION) – EXECUTIVE

MANAGEMENT

An individual shall not simultaneously hold more than five offices as

a Director or a member of the Supervisory Board of sociétés

anonymes that have their registered offices in France.

1. Operating procedures

By exception to the foregoing provisions and for the purposes of

applying this article, offices held by a person as a Director or

member of the Supervisory Board of a company that is controlled,

within the meaning of Article L. 233-16 of the French Commercial

Code, by the company in which that person is a Director shall not

be taken into account for these purposes.

Responsibility for the Executive Management of the Company is

assumed by either the Chairman of the Board of Directors or by

another natural person appointed by the Board of Directors and

holding the title of Chief Executive Officer.

The Board of Directors chooses one or other of the aforementioned

methods of executive management.

Pursuant to the above provisions, the positions of Directors of

companies whose shares are not traded on a regulated market or

are controlled, within the meaning of Article L. 233-16 of the

French Commercial Code, by the same company only countas one

position, provided the number of such positions held does not

exceed five.

The decision of the Board of Directors relating to the choice of

management method is taken on the basis of a majority of Directors

present or represented. Shareholders and third parties are informed of

this choice in the conditions provided for by the regulations in force.

The choice made by the Board of Directors applies for an unlimited

period.

An individual may not simultaneously hold more than one position

as Chief Executive Officer, member of a management board or sole

Chief Executive Officer of sociétés anonymes that have their

registered offices in France. In derogation of the foregoing, a second

position as Chief Executive Officer, member of a management board

or sole Chief Executive Officer may be held in a company that is

controlled, within the meaning of Article L. 233-16 of the French

Commercial Code, by the company of which he/she is Chief Executive

Officer. Another position as Chief Executive Officer, member of a

management board or sole executive officer may be held in a

company if the shares of neither of these two companies are

admitted to trading on a regulated market.

2. Executive Management

The Chief Executive Officer is a natural person who may or may not

be a Director.

The term of office of the Chief Executive Officer is determined by the Board

of Directors at the time of his/her appointment. However, if the Chief

Executive Officer is also a Director, his/her term of office as Chief Executive

Officer may not exceed that as Director.

No one over the age of 77 may be appointed as Chief Executive Officer.

Once the Chief Executive Officer has reached this age limit, he/she is

deemed to have resigned from office.

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The Chief Executive Officer may be dismissed at any time by the Board of

Directors. In the event of unfair dismissal, he/she may be entitled to damages,

except when he/she also serves as Chairman of the Board of Directors.

Conditions for the exercise of the Chief Executive Officer’s

prerogative powers

The Chief Executive Officer works closely with the Chairman of the

Board of Directors to ensure open lines of communication at all times

between the Board of Directors and Executive Management. He/she

also keeps the Chairman informed of the Group’s circumstances and

any decisions being considered whenever they are likely to have a

significant impact on the conduct of business activities.

The Chief Executive Officer shall have the broadest possible powers to act

in all circumstances in the name of the Company. He/she exercises his/her

powers within the limits of the corporate purpose and subject to those

expressly granted to General Meetings and the Board of Directors by the

law.

The types of decisions identified in this section require the prior

authorisation of the Board of Directors, or of the Chairman

whenever the Board delegates its powers to him/her in this respect,

under the conditions defined by the Board. The Chairman must

report to the Board of Directors on any authorisations given by

him/her in connection with these delegations. These decisions are

prepared and discussed in advance by the Chief Executive Officer

and the Chairman of the Board of Directors.

He/she represents the Company in its dealings with third parties. The

Company is bound even by the actions of the Chief Executive Officer falling

outside the scope of the corporate purpose, unless it can prove that the

third party knew that such action exceeded the corporate purpose or that

it could not ignore it in the circumstances, it being excluded that

publication of the Articles of Association alone constitutes such proof.

3. Deputy Chief Executive Officers

On a proposal from the Chief Executive Officer, whether this position is held

by the same person serving as Chairman of the Board of Directors or by

another person, the Board may appoint one or more natural persons to assist

the Chief Executive Officer, with the title of Deputy Chief Executive Officer.

Under the aforementioned conditions, the decisions requiring prior

approval by the Board of Directors are those 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, and in particular decisions falling into two main

categories, as listed below:

The Board of Directors may appoint as many as five Deputy Chief

Executive Officers, who may or may not be selected from among its

members.

decisions relating to strategy implementation:

The age limit is set at 65 years. Once a Deputy Chief Executive Officer has

reached this age limit, he/she is deemed to have resigned from office.

•

adaptation of the Group’s business model,

the acquisition or disposal of companies or businesses, for

transactions in amounts greater than 10 million,

Deputy Chief Executive Officers may be dismissed at any time by the

Board of Directors on a proposal from the Chief Executive Officer. In the

event of unfair dismissal, Deputy Chief Executive Officers may be entitled

to damages.

•

any investment or divestment decision in an amount greater

than 10 million,

entering into strategic alliances;

When the Chief Executive Officer ceases to carry out or is prevented

from carrying out his/her duties, the Deputy Chief Executive Officers

retain their duties and remits until the appointment of a new Chief

Executive Officer, unless decided otherwise by the Board of Directors.

decisions relating to organisational matters:

•

the appointment or dismissal of any member of the

management team (Executive Committee members) with the

authority granted to the Chairman by the Board of Directors,

In agreement with the Chief Executive Officer, the Board of Directors

determines the scope and duration of the powers conferred on the

Deputy Chief Executive Officers. In their dealings with third parties, the

Deputy Chief Executive Officers have the same powers as the Chief

Executive Officer.

•

any significant change in the organisation or internal operating

procedures, with authority delegated to the Chairman by the

Board of Directors.

1.3. General Meetings

ARTICLEꢁ3 (INTERNAL RULES AND REGULATIONS

OF THE BOARD OF DIRECTORS) – ROLE OF CHIEF

EXECUTIVE OFFICER

ARTICLEꢁ25 (ARTICLES OF ASSOCIATION) – GENERAL

MEETINGS

The Chief Executive Officer, assisted by one or more Deputy Chief

Executive Officers, has authority over the entire Group, directing all

its activities. He/she is involved in formulating strategy within the

framework mapped out by the Chairman. He/she then has

responsibility for implementing it once it has been approved by the

Board of Directors.

General Meetings are convened and held under the conditions laid

down by the law.

The decisions collectively made by the shareholders shall be taken in

General Meetings characterised either as Ordinary General

Meetings, Extraordinary General Meetings or Special General

Meetings depending on the nature of the decision to be taken.

The Chief Executive Officer is vested with the broadest powers to act

in all circumstances on behalf of the Company. He/she represents

the Company in its dealings with third parties. He/she chairs the

Group’s Executive Committee.

Special General Meetings are called for the holders of shares of a

given category to decide upon any changes to the rights attached to

shares in this category.

The Chief Executive Officer exercises his/her powers within the limits

of the corporate purpose, all applicable laws, the Articles of

Association, the decision of the Board of Directors relating to his/her

appointment and these internal rules and regulations.

The decisions taken by General Meetings are binding for all the

shareholders, including absentee and dissenting shareholders and

those lacking legal capacity.

The Chief Executive Officer is also responsible for providing the

Board of Directors and all its committees with any information they

may require and for implementing all decisions taken by the Board.

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ADDITIONAL INFORMATION

Articles of Association

ARTICLE 26 (ARTICLES OF ASSOCIATION) – VENUE

AND PROCEDURE FOR CONVENING GENERAL MEETINGS

ARTICLE 28 (ARTICLES OF ASSOCIATION) – ACCESS

TO GENERAL MEETINGS – POWERS – COMPOSITION

General Meetings shall be convened by the Board of Directors.

Failing this, they may also be convened by the Statutory Auditors or

by a court-appointed agent, in accordance with the law.

The General Meeting shall be composed of all shareholders,

regardless of the number of shares they hold, who attend the

Meeting either in person or by proxy.

Meetings shall be held at the registered office or at any other

location specified in the notice of meeting.

All shareholders have the right to participate in General Meetings

provided they furnish proof, in accordance with legal and regulatory

requirements, that their shares are registered on accounts in their

names or on their behalf in the name of their registered

intermediary, or on the registered share accounts kept by the

Company, or on the bearer share accounts kept by an authorised

intermediary.

General Meetings shall be convened by means of a notice published

either in a journal authorised to publish legal announcements in the

area where the registered office is located, or in the Bulletin des

Annonces Légales Obligatoires (BALO, the French journal of official

legal announcements), at least two weeks before the General

Meeting.

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; If a shareholder does not name a proxy holder in a proxy

form submitted, 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. For any

other vote, the shareholder shall choose a proxy holder who agrees

to vote as directed by the shareholder.

However, if all the shares are held in registered form, these

announcements are not mandatory, and the General Meeting may

be convened by giving notice to each shareholder by registered

letter, at the Company’s expense.

At least 35 days before each shareholders’ meeting, the Company

shall publish in the BALO the notice required by Article R. 225-73

of the French Commercial Code.

Shareholders who have held registered shares for at least one

month prior to the date on which the notice of meeting is published

shall be given notice of all shareholders’ meetings by ordinary mail.

The legal representatives of legally incapable shareholders and the

persons representing legal entities that hold shares in the Company

may attend General Meetings whether they are shareholders or not.

However, as provided by regulations, they may give the company a

written authorisation to send these notifications by electronic mail

instead of by letter. Shareholders shall provide the Company with

their email address for this purpose. Shareholders may also at any

time request, in a letter sent by recorded delivery (signed for), that

postal delivery be used instead of electronic transmission.

If so decided by the Board of Directors when convening the

Meeting, shareholders may also take part by videoconference or any

other means of telecommunication, including the Internet, which

permits them to be identified as provided by the law.

Shareholders who participate in a General Meeting by

videoconference or other means of telecommunication that enables

them to be identified in a manner and in accordance with

procedures in compliance with regulatory provisions shall be

deemed present for the purposes of calculating the quorum

and majority.

Shareholders may also ask to be notified of any General Meeting by

registered letter if they have forwarded to the Company the amount

necessary to cover the cost of sending such a letter.

In the event that the General Meeting is unable to deliberate

because the required quorum is not present, a second meeting, and

if applicable, a deferred second meeting, shall be convened at least

ten days in advance in the same manner as the first meeting.

All shareholders may be represented by another person at General

Meetings or vote remotely by filling in a form addressed to the

Company, as provided for in law and the regulations, either on

paper or electronically, depending on the procedure adopted by the

Board of Directors and stipulated in the notice of meeting.

The notice and the letters inviting the shareholders to this second

General Meeting shall feature the date and agenda of the first

General Meeting. If the date of a General Meeting is postponed by

court order, the court may set a different time period.

Two Economic and Social Council members, appointed by the

Council as laid down by law, may attend General Meetings. At their

request, they shall be heard during deliberations on all matters

requiring a unanimous vote of the shareholders.

The notice and letters convening the Meeting must contain all the

information required by law.

ARTICLE 27 (ARTICLES OF ASSOCIATION) – AGENDA

ARTICLE 29 (ARTICLES OF ASSOCIATION) – VOTING

RIGHTS

The agenda for the General Meeting is decided by the person(s)

convening the Meeting.

The voting right attached to capital shares or dividend shares shall

be proportional to the portion of the capital they represent.

With the same par value, each share shall entitle the holder to the

same number of votes, with a minimum of one vote.

One or more shareholders representing at least the portion of share

capital required by law and acting in accordance with legal

requirements and time periods, may request that specific items of

business or draft resolutions be added to the General Meeting’s

agenda.

However, double voting rights are allocated to all fully paid-up

shares that are proved to have been registered in the name of the

same holder for at least two years up to that time. In the event of a

capital increase by capitalisation of reserves, earnings or issue

premiums, double voting rights shall be allocated upon issuance to

registered shares freely granted to a shareholder in proportion to

existing shares for which this shareholder was entitled to benefit

from this right.

The Economic and Social Council may also request the inclusion of

proposed resolutions in the agenda.

Items of business not appearing on the agenda may not be

considered at the General Meeting. However, the General Meeting

can in all circumstances dismiss and replace one or more Directors.

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ADDITIONAL INFORMATION

Articles of Association

ARTICLE 30 (ARTICLES OF ASSOCIATION) –

RIGHTS TO SHAREHOLDER INFORMATION –

DISCLOSURE OBLIGATIONS

ARTICLE 33 (ARTICLES OF ASSOCIATION) –

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting alone shall be authorised to

amend the Articles of Association. However, it may not increase

shareholders’ commitments, except in the case of transactions

resulting from a duly completed reverse stock split.

All shareholders are entitled to obtain the documents necessary to

enable them to make informed decisions regarding the

management and operations of the Company.

It is only able to validly conduct business, when convened for the

first time, if the shareholders attending the Meeting or represented

by proxy or having voted remotely represent at least one quarter of

the total voting rights, and one fifth of the total voting rights when

convened for the second time. If this latter quorum is not attained,

the second meeting may be postponed to a date no later than two

months after the date for which the second meeting was originally

convened. For this postponed meeting, a quorum of one fifth of the

shares with voting rights shall also be required.

The documentation required and its availability to shareholders is

established by law and in regulations.

Any shareholder who holds more than 3% or more than 4% of the

Company’s capital shall inform the Company in the same manner

and based on the same methods of calculation as required with

respect to legal thresholds.

ARTICLE 31 (ARTICLES OF ASSOCIATION) –

ATTENDANCE SHEET – OFFICERS – MINUTES

Decisions shall be taken by a two-thirds majority of the votes

submitted by shareholders present, represented or voting remotely,

unless a statutory exception applies.

An attendance sheet showing the details and signatures required by

law is drawn up for each General Meeting.

The General Meeting shall be chaired by the Chairman of the Board

of Directors or, in the Chairman’s absence, by a Vice-Chairman or by

a Director specifically delegated for this purpose by the Board.

Failing this, the Meeting shall elect its own Chairman.

ARTICLE 34 (ARTICLES OF ASSOCIATION) – SPECIAL

GENERAL MEETINGS

When there are several categories of shares, no changes may be

made to the rights of a given category of shares unless approved by

an Extraordinary General Meeting open to all shareholders and also

by a Special General Meeting of the holders of the category of

shares in question.

The duties of vote-teller shall be performed by the two shareholders,

present and accepting such duties, who hold the largest number of

shares, either on their own behalf or as proxy holders.

The officers of the Meeting thus appointed shall designate a

secretary, who is not required to be a shareholder.

Special General Meetings are only able to validly conduct business,

when convened for the first time, if the shareholders attending the

Meeting or represented by proxy or having voted remotely represent

at least one third of the total voting rights, and one fifth of the total

voting rights when convened for the second time.

The minutes are drawn up and copies or extracts of these minutes

are delivered and certified in accordance with the law.

ARTICLE 32 (ARTICLES OF ASSOCIATION) – ORDINARY

GENERAL MEETING

In all other respects, Special General Meetings are convened and

conduct business in the same way as Extraordinary

General Meetings.

An Ordinary General Meeting is a meeting called to take decisions

which do not amend the Articles of Association.

This type of General Meeting shall be held at least once a year,

within the time period required by law and regulations, to approve

the financial statements for the previous year.

ARTICLE 35 (ARTICLES OF ASSOCIATION) – ISSUE

OF BONDS

In the event of the issuance of bonds, the holders of these bonds

are considered as a group represented by one or more

representatives, in accordance with legal requirements, for the

defence of their shared interests.

It is only able to validly conduct business, when convened for the

first time, if the shareholders attending the Meeting, represented by

proxy or having voted remotely represent at least one fifth of the

total voting rights. No quorum is required when Ordinary General

Meetings are convened for the second time.

Decisions shall be taken by a majority of the votes submitted by

shareholders present, represented or voting remotely.

284

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ADDITIONAL INFORMATION

Provisional reporting timetable

Person responsible for the Universal Registration

Document and information on the auditing

of the Company’s financial statements

2.1. Person responsible for the Universal Registration Document

Name and position of the person responsible for the Universal Registration Document

Vincent Paris, Chief Executive Officer

2.2. Information relating to the Statutory Auditors

2.2.1. PRINCIPAL STATUTORY AUDITORS AND SUBSTITUTE AUDITORS

a. Principal Statutory Auditors

Auditeurs et Conseils Associés – 31 rue Henri-Rochefort, 75017 Paris (France).

Represented by Olivier Juramie.

Term of office expires at the General Meeting convened to approve the 2021 financial statements.

First appointed: June 1986.

Mazars – 61 rue Henri-Regnault, Tour Exaltis, 92400 Courbevoie (France).

Represented by Bruno Pouget.

Term of office expires at the General Meeting convened to approve the 2023 financial statements.

First appointed: June 2000.

b. Substitute Auditors

Pimpaneau Associés – 31 rue Henri-Rochefort – 75017 Paris (France).

Term of office expires at the General Meeting convened to approve the 2021 financial statements.

Provisional reporting timetable

Publication date

Event

Meeting date

Friday, 26 February 2021 before market open

Wednesday, 28 April 2021 before market open

Wednesday, 26 May 2021

Thursday, 29 July 2021 before market open

Friday, 29 October 2021 before market open

2020 annual revenue and earnings

Q1 2021 revenue

Annual General Meeting of Shareholders

2021 half-year revenue and earnings

Q3 2021 revenue

26 February 2021

26 May 2021

29 July 2021

The full-year and half-year results are published in press releases and are presented at meetings, which are also made available as bilingual

webcasts in French and English.

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ADDITIONAL INFORMATION

Regulatory disclosures in 2020

4.1. Press releases for ongoing disclosure obligation

4.2. Universal Registration Document (formerly Registration

Document) including the Annual Financial Report and

updates

27/11/2020 Sopra Steria Group: 2021 financial calendar

25/11/2020 Cyberattack: updated information

17/11/2020 Proposed acquisition of Fidor Solutions, the software

14/04/2020 2019 Universal Registration Document

subsidiary and digital banking specialist of

next-generation bank Fidor Bank

4.3. Interim financial report

28/10/2020 Q3 2020 revenue

26/10/2020 Cyberattack information update

03/08/2020 2020 Half-year financial report

21/10/2020 Information about a cyberattack

16/09/2020 Sopra Steria finalised the acquisition of a controlling

4.4. Quarterly financial reporting

interest representing 94.03% of Sodifrance’s share

capital

03/08/2020 Sopra Steria Group: Publication of the 2020

28/10/2020 Q3 2020 revenue

24/04/2020 Q1 2020 revenue

Half-Year Financial Report

29/07/2020 2020 Half-year results

4.5. Monthly disclosures of total voting rights and shares

09/07/2020 Sopra Steria signs acquisition agreement with

Sodifrance to create a French leader in digital services

for insurers and social security providers

12 monthly disclosure forms.

27/04/2020 Filing of the total number of voting rights and shares

09/06/2020 Appointment of John Neilson as Chief Executive

Officer of Sopra Steria UK and Asia

20/05/2020 Sopra Financing Platform contributes to Fuel Hyundai

making up the share capital at 22 April 2020, the

date of publication of the meeting notice in the BALO

of the General Meeting of 9 June 2020

Capital’s expansion in the US market

14/05/2020 Combined General Meeting of 9 June 2020 —

Arrangements for making preparatory documents

available

11/05/2020 The General Meeting of 9 June 2020 will be held in

closed session on an exceptional basis

24/04/2020 Q1 2020 revenue

15/04/2020 Sopra Banking Software releases Cassiopae V4.7 as

scheduled

14/04/2020 14/04/2020 Press release containing regulated

information - Press release announcing publication of

the 2019 Universal registration document/Annual

Financial Report

09/04/2020 09/04/2020 Sopra Steria suspends its 2020 guidance

and will submit a resolution at the next General

Meeting to forgo distribution of a dividend in respect

of financial year 2019

02/03/2020 opra Steria acquires experience design consultancy

cxpartners in the United Kingdom

21/02/2020 2019 Full-year results

21/02/2020 Sopra Steria announces plans to acquire Sodifrance

— Creation of a French leader in digital services

dedicated to the insurance and social security sector

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ADDITIONAL INFORMATION

Documents available to the public

4.6. Descriptions of share buyback programmes

and reports on the liquidity agreement

4.7. Reports on the manner in which the work

of the Board of Directors is prepared and organised,

and on internal control procedures

Liquidity agreement

14/04/2020 Included in the 2019 Universal Registration

Document

01/07/2020 Half-yearly report on the liquidity agreement with

ODDO BHF SCA.

09/01/2020 Half-yearly report on the liquidity agreement with

4.8. Fees paid to the Statutory Auditors

ODDO BHF SCA.

14/04/2020 Included in the 2019 Universal Registration

Treasury share transactions

Document

21/12/2020 Weekly disclosure of transactions in own shares for

the period from 14 to 18 December 2020.

14/12/2020 Weekly disclosure of transactions in own shares for

4.9. Press releases on the availability of information related

to shareholders’ meetings

the period from 7 to 11 December 2020.

07/12/2020 Weekly disclosure of transactions in own shares for

the period from 30 November to 4 December 2020

01/12/2020 Weekly disclosure of transactions in own shares for

14/05/2020 Press release announcing the availability of

preparatory documents for the Combined General

Meeting of 9 June 2020.

the period from 23 to 27 November 2020.

23/11/2020 Weekly disclosure of transactions in own shares for

4.10.Press releases on the availability of prospectuses

the period from 16 to 19 November 2020.

19/10/2020 Weekly disclosure of transactions in own shares for

the period from 12 to 16 October 2020.

21/09/2020 Weekly disclosure of transactions in own shares for

03/08/2020 Press release announcing the publication of the 2020

Half-Year Financial Report.

14/04/2020 Press release announcing the publication of the 2019

Universal Registration Document.

the period from 14 to 18 September 2020.

31/08/2020 Weekly disclosure of transactions in own shares for

the period from 17 to 21 August 2020.

20/07/2020 Weekly disclosure of transactions in own shares for

the period from 13 to 17 July 2020.

22/06/2020 Weekly disclosure of transactions in own shares for

the period from 15 to 19 June 2020.

18/05/2020 Weekly disclosure of transactions in own shares for

the period from 11 to 15 May 2020.

20/04/2020 Weekly disclosure of transactions in own shares for

the period from 13 to 17 April 2020.

06/04/2020 Weekly disclosure of transactions in own shares for

the period from 30 Marchto 3 April 2020.

23/03/2020 Weekly disclosure of transactions in own shares for

the period from 16 to 20 March 2020.

09/03/2020 Weekly disclosure of transactions in own shares for

the period from 2 to 6 March 2020.

24/02/2020 Weekly disclosure of transactions in own shares for

the period from 17 to 21 February 2020.

20/02/2020 Weekly disclosure of transactions in own shares for

the period from 13 to 17 January 2020.

13/01/2020 Weekly disclosure of transactions in own shares for

the period from 6 to 10 January 2020.

Documents available to the public

The legal documents relating to the Company – in particular its Articles of Association, financial statements and reports presented to

shareholders at its General Meetings by the Board of Directors and the Statutory Auditors – may be requested from the Communications

Department at 6 Avenue Kleber, 75116 Paris, France. All published financial information is available on the Group’s website:

https://www.soprasteria.com.

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287

GENERAL MEETING

Agenda

The shareholders of Sopra Steria Group are invited to attend the Combined General Meeting to be held on 26 May 2021,

at 2:30pm, at Pavillon Dauphine, Place du Maréchal-de-Lattre-de-Tassigny, 75116 Paris, to consider the following agenda.

Important notice:

Given the current context relating to the Covid-19 pandemic, the ways of participating in the General Meeting

may change based on public-health and/or legal imperatives. Shareholders should regularly consult the

dedicated section on the Company’s website relating to the General Meeting:

https://www.soprasteria.com/investors/investors-relations-shareholders/shareholders-meetings

Requiring the approval

of the Ordinary General Meeting

1. Approval of the parent company financial statements for the

financial year ended 31 December 2020; approval of

non-deductibleexpenses.

12. Authorisation granted to the Board of Directors, for a period of

18 months, to allow the Company to buy back its own shares

pursuant to Article L. 22-10-62 of the French Commercial

Code.

2. Approval of the consolidated financial statements for the

financial year ended 31 December 2020.

3. Appropriation of earnings for the year ended 31 December

Requiring the approval

2020.

of the Extraordinary General Meeting

4. Approval of disclosures as presented in the Report on corporate

governance pursuant to Article L. 22-10-34 I of the French

Commercial Code.

13. Authorisation granted to the Board of Directors, for a period of

38 months, to allot free shares to employees and company

officers of the Company and its Group, subject to a cap of 1%

of the share capital, entailing the waiver by the shareholders of

their pre-emptive subscription right;

5. Approval of the fixed, variable and exceptional items

of compensation making up the total compensation and

benefits of any kind paid during the year ended 31 December

2020 or allotted in respect of that period to Pierre Pasquier,

Chairman of the Board of Directors, in accordance with

Article L. 22-10-34 II of the French Commercial Code.

14. Delegation of authority to the Board of Directors, for a period of

26 months, to decide 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 a company of the Group, subject to enrolment in a company

savings plan, up to a maximum of 2% of the share capital.

6. Approval of the fixed, variable and exceptional components of

the total compensation and benefits of any kind paid during the

financial year ended 31 December 2020 or allotted in respect

of that period to Vincent Paris, Chief Executive Officer, in

accordance with Article L. 22-10-34 II of the French

Commercial Code.

Requiring the approval

of the Ordinary General Meeting

7. Approval of the compensation policy for the Chairman of the

Board of Directors, as presented in the Report on corporate

governance pursuant to Articles L. 22-10-8 and R. 225-29-1

of the French Commercial Code.

15. Powers granted to carry out all legal formalities.

8. Approval of the compensation policy for the Chief Executive

Officer, as presented in the Report on corporate governance

pursuant to Articles L. 22-10-8 and R. 225-29-1 of the

French Commercial Code.

We hereby inform you that the resolutions submitted for the

approval of the Extraordinary General Meeting require a quorum

representing at least one quarter of the total voting shares and a

majority of two thirds of the votes submitted by the shareholders

present or represented by proxy holders. Those submitted for the

approval of the Ordinary General Meeting require a quorum of at

least one fifth of the total voting shares and a majority of the votes

submitted by the shareholders present or represented by proxy

holders. Pursuant to Article L. 225-96 of the French Commercial

Code, the votes cast shall not include those attached to shares held

by shareholders who did not take part in the vote, abstained, cast a

blank vote or spoilt their vote.

9. Approval of the compensation policy for the Directors, as

presented in the Report on corporate governance pursuant to

Articles L. 22-10-8 and R. 225-29-1 of the French

Commercial Code.

10. Decision setting the total amount of compensation awarded to

Board members for their service, as referred to in

Article L. 225-45 of the French Commercial Code, at

500,000.

11. Appointment of Astrid Anciaux as Director representing

employee shareholders for a term of office of four years;

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GENERAL MEETING

Summary of resolutions

French Order no. 2020-1142 of 16 September 2020 created the new chapter X in Book II, Title II of the French Commercial Code,

relating to companies whose shares are admitted to trading on a regulated market or on a multilateral trading facility. For the most part,

the Order recodifies established law, meaning that existing provisions relating to listed companies are either fully repealed and repeated

identically within the new articles of chapter X (Articles L. 22-10-2 to L. 22-10-73 for sociétés anonymes), or partially repealed and

supplemented by clarifications added within new articles of chapter X.

1 June 2021, before the market opens. The dividend will be payable

as from 3 June 2021.

2.1. Ordinary General Meeting

2.1.1. APPROVAL OF THE INDIVIDUAL FINANCIAL

2.1.3. COMPENSATION OF COMPANY OFFICERS

(RESOLUTIONS 4 TO 9)

STATEMENTS AND THE CONSOLIDATED

FINANCIAL STATEMENTS OF SOPRA STERIA

GROUP (RESOLUTIONS 1 AND 2)

a. under Resolution 4and in accordance with the provisions of

Article L. 22-10-34 I

(formerly

referred

The Board of Directors submits for your approval:

Article L. 225-100 II) of the French Commercial Code, you are

kindly asked to approve the disclosures presented in the Report

on corporate governance prepared by the Board of Directors

the individual financial statements (Resolution 1) and the

consolidated financial statements of Sopra Steria Group

(Resolution 2) for the year ended 31 December 2020, as

presented in Chapters 5 and 6 of the Company’s Universal

Registration Document for the year ended 31 December 2020;

pursuant

Article L. 22-10-9

(previously,

Article L. 225-37-3 I) of the French Commercial Code. These

disclosures are presented in Chapter 3 of the Company’s

Universal Registration Document for the year ended

31 December 2020.

the list of non-tax-deductible expenses totalling 661,408.55 and

the corresponding tax charge (resolution 1). These expenses

consist of rental or lease payments and depreciation in respect of

the Company’s vehicle fleet.

b. under Resolutions 5 and 6 and in accordance with the

provisions of Article L. 22-10-34 II of the French Commercial

Code, you are kindly asked to approve the fixed, variable and

exceptional items of compensation making up the total

compensation and benefits of any kind paid during the year

ended 31 December 2020 or allotted in respect of that year to

the company officers, namely Pierre Pasquier, in his capacity of

Chairman of the Board of Directors, and Vincent Paris, in his

capacity as Chief Executive Officer.

The Statutory Auditors’ reports on the individual financial

statements of Sopra Steria Group are presented in chapter 6 of the

Universal Registration Document of the Company for the financial

year ended 31 December 2020. The Statutory Auditors’ reports on

the consolidated financial statements of Sopra Steria Group are

presented in Chapter 5 of the Universal Registration Document of

the Company for the financial year ended 31 December 2020.

These details are disclosed in the Report on corporate

governance prepared by the Board of Directors in accordance

with Article L. 22-10-34 of the French Commercial Code. They

are in line with the compensation policy approved by the

Combined General Meeting of the shareholders on 9 June

2020.

2.1.2. PROPOSED APPROPRIATION OF EARNINGS

(RESOLUTION 3)

In light of the Covid-19 pandemic and in a spirit of responsibility, it

should be noted that the shareholders voted at the General Meeting

of 9 June 2020 to forgo a dividend payment and to appropriate all

of the profit available for distribution to “Retained earnings”.

Pursuant to Article L. 22-10-34 II of the French Commercial

Code, the payment to Vincent Paris of the variable components

of his compensation is contingent upon shareholder approval

at the General Meeting of the items of compensation

attributable to him in respect of the 2020 financial year.

Sopra Steria Group SA generated net profit of 142,275,698.67 for

the year ended 31 December 2020, giving consolidated net profit

attributable to owners of the parent of 106,776,814.

The Board of Directors proposes that a dividend per share of 2 be

distributed, i.e. a total amount of 41,095,402.00 be adjusted in

the event of a change in the number of shares with dividend rights.

The balance would be appropriated to discretionary reserves. In

accordance with tax regulations in force, when paid to individual

shareholders with tax residence in France, this dividend distribution

is subject to mandatory lump-sum withholding at the rate of 30%

(while remaining subject to income tax reporting requirements –

“non libératoire”), in respect of income tax (12.8%) and social

security contributions (17.2%).

See also Section 3 “Standardised presentation of

compensation paid to company officers” in Chapter 3 of the

Company’s Universal Registration Document for the year ended

31 December 2020.

c. under Resolutions 7, 8 and 9 and in accordance with the

provisions of Article L. 22-10-8 of the French Commercial

Code, you are kindly asked to approve the compensation

policies applicable respectively to the Chairman of the Board of

Directors (Resolution 7), the Chief Executive Officer (Resolution

8) and the members of the Board of Directors (Resolution 9).

These disclosures are presented in Chapter 3 of the Company’s

Universal Registration Document for the year ended

31 December 2020. These policies would continue to be

applied in the event of the nomination of new company

officers. The policy defined for the Chief Executive Officer would

be applicable in the event of the nomination of a Deputy CEO.

When filing their income tax return, shareholders may opt either to

maintain the withholding amount as indicated on the return or to

have this dividend taxed instead at the progressive income tax rate

(as an overall taxpayer option for all income subject to lump-sum

withholding), after deducting the withholding amount already paid

and after applying relief equal to 40% of the gross amount received

(Article 158-3-2° of the French Tax Code), and the deduction of a

portion of the CSG (6.8%). The ex-dividend date would therefore be

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291

GENERAL MEETING

Summary of resolutions

These compensation details, which were decided on by the Board of

Directors on the recommendation of the Compensation Committee,

are set out in Section 2 of Chapter 3 of the Company’s Universal

Registration Document for the year ended 31 December 2020.

2.1.5. APPOINTMENT OF A NEW DIRECTOR

REPRESENTING EMPLOYEE SHAREHOLDERS

(RESOLUTION 11)

In accordance with French Law No. 2019-486 of 22 May 2019 on

business growth and transformation (the “Loi Pacte”) and in

accordance with the conditions set out in Article 14 of the Articles

of Association approved by the General Meeting of 9 June 2020,

you are asked to elect a Director representing employee

shareholders.

2.1.4. SETTING THE COMPENSATION AWARDED

TO BOARD MEMBERS FOR THEIR SERVICE,

AS REFERRED TO IN ARTICLE L. 225-45

OF THE FRENCH COMMERCIAL CODE

(PREVIOUSLY KNOWN AS DIRECTORS’ FEES)

(RESOLUTION 10)

In accordance with the Company’s Articles of Association, which

provide for a candidate to be designated by both the supervisory

boards of the FCPE company mutual funds and by the elected or

appointed representatives of employees holding Sopra Steria Group

shares in registered form under a PEE company savings plan or as a

result of a free share award authorised by a resolution passed at an

Extraordinary General Meeting after 6 August 2015, a candidate

selection process was held between 7 December 2020 and 8

February 2021. At the end of this process, the same candidate was

designated by both advisory bodies. As such, a resolution will be

submitted at the General Meeting to elect Astrid Anciaux as the

Director representing the employee shareholders for a four-year

term of office that will end at the close of the General Meeting

convened in 2025 to approve the financial statements for the

financial year ending 31ꢁDecember 2024.

You are asked to set the amount of total compensation to be

awarded to Board members for their service, as referred to in

Article L. 225-45 of the French Commercial Code (previously

known as directors’ fees) at 500,000 for the current financialyear.

This amount shall be divided up in full in accordance with the

compensation policy (pursuant to Article L. 22-10-14 of the French

Commercial Code) set out in Section 2 of Chapter 3 of the

Company’s Universal Registration Document for the year ended

31 December 2020.

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ASTRID ANCIAUX

Candidate for the position of Director representing employee shareholders

Number of shares

in the Company owned personally: 1,494

Business address:

Date of first appointment:27 June 2014

Sopra Steria Benelux – Le Triomphe –

Avenue Arnaud Fraiteur 15/23 –

1050 Brussels – Belgium

Date term of office ends:General Meeting to approve

the financial statements for the financial year ended

31/12/2024

Nationality:Belgian

Age:56

Appointments

Main positions and appointments currently held

Outside

Outside France Listed company

Chief Finance Officer of Sopra Steria Benelux

✔

Company officer of direct and indirect subsidiaries of Sopra Steria Group

Chairwoman of the Supervisory Board of the Groupe Steriactions company

mutual fund (FCPE)

Member of the Supervisory Board of the Sopra Steria Actions company mutual

fund (FCPE)

Other directorships and offices held during the last five years

✔

Director of Sopra Steria Group

Director of Soderi

Biography

As Chief Financial Officer of Sopra Steria Benelux, Astrid Anciaux works across Belgium, the Netherlands and Luxembourg. She has been with the

Group for over 30 years. She became a member of the Board of Directors when Sopra and Groupe Steria completed their tie-up in 2014 (term of

office ended at the close of the 2020 General Meeting).

Astrid Anciaux is a graduate of the EPHEC business school in Brussels. In 2017, she also gained the Director qualification issued by Sciences-Po and

the IFA.

After gaining experience with an accounting firm, she joined the finance department at Steriabel, Steria’s first Belgian subsidiary, in 1987. Over the

years, she has played a part in the financial aspects of the business’s growth as well as its functional and cultural integration into the Group.

Since 2014, as well as serving as Chief Financial Officer, Astrid Anciaux has also been responsible for central support functions serving Belgium,

Luxembourg and the Netherlands. She serves as a company officer for a number of subsidiaries of Sopra Steria Group.

Astrid Anciaux has extensive experience in employee share ownership.

A former director of Soderi, Chairwoman of the Supervisory Board of the Groupe Steriactions company mutual fund (FCPE) and member of the

Supervisory Board of the Sopra Steria Actions FCPE, she also deals on a day-to-day basis with the question of how to motivate and attract talent –

a key priority for the Group.

She will also bring to the Group’s Board of Directors her vast experience in the field, gained both as a senior executive and as a management

representative within employee representative bodies (in Belgium and Luxembourg).

Shares may be bought back for the following purposes:

2.1.6. BUYBACK BY SOPRA STERIA GROUP

OF ITS OWN SHARES (RESOLUTION 12)

to obtain market-making services from an investment services

provider acting independently under the terms of a liquidity

agreement entered into in compliance with the AMF’s accepted

market practice;

You are asked to renew the authorisation granted to the Board of

Directors at the General Meeting of 9 June 2020 permitting the

Company to buy back its own shares, in accordance with applicable

laws and regulations (Articles L. 22-10-62 et seq. of the French

Commercial Code).

to award, sell or transfer shares in the Company to employees

and/or company officers of the Group, in order to cover share

purchase plans and/or free share plans (or equivalent plans) as

well as any allotments of shares under a company or Group

savings plan (or equivalent plan) in connection with a

profit-sharing mechanism, and/or all other forms of share

allotment to the Group’s employees and/or company officers;

Under this authorisation, the number of shares bought back shall

not exceed 10% of the share capital; as an indication, this would

equate to 2,054,770 shares on the basis of the current share

capital. The maximum price per share that can be paid for the

shares bought back is set at 250; this price may be adjusted as a

result of an increase or decrease in the number of shares

representing the share capital, in particular due to capitalisation of

reserves, free share awards or reverse stock splits.

to retain the shares bought back in order to exchange them or

tender them as consideration at a later date for a merger, spin-off

or contribution of assets and, more generally, for external

growth transactions. Shares bought back for such purposes are

not to exceed, in any event, 5% of the number of shares making

up the Company’s share capital;

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to deliver the shares bought back, upon the exercise of rights

should it be decided to add one, would not exceed 10% of the

total.

attaching to securities giving access to the Company’s share

capital through redemption, conversion, exchange, tender

of warrants or any other means as well as to execute any

transaction covering the Company’s obligations relating to those

securities;

For reference, the performance share plans put in place by the

Group in 2016, 2017 and 2018 had the following features in

common:

for all recipients, the granting of shares was subject to continued

to retire shares bought back by reducing the share capital,

pursuant to Resolution 11 approved at the General Meeting of 9

June 2020;

employment at the end of a three-year vesting period. However,

depending on the circumstances, this condition could be waived

in whole or in part, in derogation of the foregoing and on an

entirely exceptional basis (in practice fewer than 2% of

departures);

to implement any market practice that would come to be

accepted by the AMF, and in general, to perform any operation

that complies with regulations in force.

achievement of the performance condition was measured by

The Board of Directors would have full powers to implement this

delegation of authority and decide on the arrangements.

calculating the average annual target achievement rates, with

each of the criteria given an equal weighting; the three criteria

related to organic consolidated revenue growth, operating profit

on business activity (expressed as a percentage of revenue) and

free cash flow;

This authorisation would supersede the previous authorisation given

at the General Meeting of 9 June 2020 and would be granted for a

period of 18 months with effect from this General Meeting. It

would not be usable during a public tender offer for the Company’s

shares.

strict targets were set over the entire plan period (the year of

allotment and the two following years). These targets were at

least equal to any guidance targets disclosed to the financial

market or, for targets expressed as a range, at least the minimum

level of the guidance range disclosed; the target achievement rate

for each of the three plans was 66.1%, 63.5% and 63.5%,

respectively.

For information, the use made of the previous authorisation is

discussed in Section 12, Chapter 7 of the Company’s Universal

Registration Document for the year ended 31 December 2020.

2.2. Extraordinary General Meeting

2.2.1. ALLOTMENT OF FREE SHARES TO EMPLOYEES

(RESOLUTION 13)

The purpose of Resolution 13 is to enable the Board of Directors,

where appropriate, to share the benefits of Sopra Steria’s growth

with employees and company officers of the Company and the

Group by awarding free shares. The Company set up three

successive three-year performance share plans for the Group’s

management and its Chief Executive Officer, for the periods

2016-2018, 2017-2019 and 2018-2020.

The Chief Executive Officer, Vincent Paris, was subject to the same

rules as all the other recipients under these plans. However, the

Board of Directors decided that he must retain at least 50% of

the shares allocated to him under these plans throughout his

entire term of office;

Vincent Paris agreed not to hedge any performance shares until

the applicable holding period had expired.

Should the Board of Directors choose to diverge from its prior

practice, as set out above, at the time of any decision to implement

such a plan, it shall justify the reasons for doing so in the Universal

Registration Document. In a context still characterised by major

uncertainties, the achievement of the ambitious medium-targets

targets set by the Group requires a very precise determination of

targets and the relative weighting of each of the criteria. It should

be noted that, in accordance with the law, decisions regarding this

matter are taken entirely independently by the Board of Directors,

acting on a recommendation by the Compensation Committee after

consulting with the Chief Executive Officer. The Chief Executive

Officer does not take part in the Board of Directors’ discussions

regarding this matter.

Since 12 June 2018, the Board of Directors has been authorised to

issue up to 3% of the share capital (0.15% maximum for awards to

the Chief Executive Officer). No use has been made of this

authorisation to date. It will end in August 2021. As indicated in the

previous Universal Registration Document, after a pause in 2019, in

2020 the Compensation Committee evaluated whether it would be

possible and appropriate to set up a new long-term incentive plan

based on awarding rights to performance shares according to the

model of the first three aforementioned plans. Due to the

uncertainties generated by the public health crisis starting in

February, followed by the cyberattack that targeted the Group in

Octoberꢁ2020, it was not possible to set up a new plan. However,

the need identified by the Compensation Committee and the wish

to align the interests of management with those of shareholders are

still relevant issues. Discussions are ongoing, with the aim of the

Board of Directors coming to a decision if possible in financial year

2021 or at the beginning of financial year 2022. The

implementation of such a plan, like the resumption of employee

share ownership programmes, remains conditional on financial

performance requirements.

You are asked to authorise the Board of Directors to allot free shares

to employees of Sopra Steria and the Group, it being specified that

the shares allotted will be either existing shares (treasury shares) or

shares to be issued (new shares).

This authorisation would be subject to an overall limit of 1% of the

share capital; as a guide, this would equate to 205,477 shares on

the basis of the current share capital.

In accordance with the recommendations of the AFEP-MEDEF Code,

free shares awarded to the Company’s Chief Executive Officer are

limited to 5% of the total maximum number of free shares that may

be awarded, i.e. 0.05% of the share capital.

The Board of Directors therefore requests that the authorisation

granted at the General Meeting of 12 June 2018 be renewed under

the same terms, but for a volume of shares changed to 1% of the

share capital. Unless otherwise required by the situation at the time

of the decision to award shares, the new plan would have the same

features as the previous plans, with the potential addition of a new

performance criterion related to the Company’s social and

environmental responsibility. The weighting of such a criterion,

Shares may be awarded to employees without performance

conditions within the limit of 10% of the total maximum number of

free shares that may be awarded, i.e. around 0.1% of the share

capital. In accordance with the compensation policy, the Chairman

of the Board of Directors is not eligible for free share awards.

This authorisation would be granted for a period of thirty-eight (38)

months.

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shareholders’ pre-emptive rights. This authorisation would be

subject to an overall limit of 2% of the share capital; as a guide, this

would equate to 410,954 shares on the basis of the current share

capital.

2.2.2. CAPITAL INCREASE RESERVED FOR EMPLOYEES

ENROLLED IN A COMPANY SAVINGS PLAN

(RESOLUTION 14)

The purpose of Resolution 14 is to enable the Board of Directors,

where appropriate, to share the benefits of Sopra Steria’s growth

with employees of the Company and the Group by means of a

capital increase reserved for employees belonging to one of the

Group’s company savings plans (pursuant to Article L. 225-180 of

the French Commercial Code). You are asked to grant the Board of

Directors a delegation of authority allowing it to carry out one or

more capital increases with the disapplication of shareholders’

pre-emptive rights so that it can issue shares or negotiable securities

giving access to the Company’s shares, leading to disapplication of

This delegation of authority would be granted for a period of

twenty-six (26) months.

2.3. Ordinary General Meeting

POWERS (RESOLUTION 15)

This customary resolution grants general powers to complete the

formalities.

Proposed resolutions

older approval at the Combined General Meeting of 26 May 2021.

Requiring the approval of the Ordinary General Meeting

Resolution 1

Resolution 2

(Approval of the individual financial statements for the

financial year ended 31 December 2020; approval of

non-deductible expenses)

(Approval of the consolidated financial statements for the

financial year ended 31 December 2020)

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and having reviewed the reports of the Board of Directors, including

the report on Group management and the Statutory Auditors’

reports, approve the consolidated financial statements for the year

ended 31 December 2020, which show a consolidated net profit

(attributable to the Group) of 106,776,814, as well as the

transactions reflected in these consolidated financial statements

and/or summarised in the reports.

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and having reviewed the reports of the Board of Directors, including

the report on Group management and the Statutory Auditors’

reports, approve the parent company financial statements for the

year ended 31 December 2020 as they were presented, which

show a profit of 142,275,698.67.

The shareholders at the General Meeting also approve the

transactions reflected in these financial statements and/or

summarised in the aforementioned reports. The shareholders at the

General Meeting also approve the amount of expenses not

deductible for income tax purposes, as defined in article 39-4 of

the French General Tax Code, which amounted to 661,408.55,

and the corresponding tax expense of 220,469.

Resolution 3

(Appropriation of earnings for the year ended 31 December 2020 and setting of the dividend)

The shareholders at the General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having

reviewed the reports of the Board of Directors, including the report on Group management and the Statutory Auditors’ reports, note that the

income available for distribution, determined as follows, stands at:

Profit for the year

142,275,698.67

Transfer to the legal reserve

Prior unappropriated retained earnings

147,138,833.53

DISTRIBUTABLE PROFIT

289,414,532.20

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and resolve, after acknowledging the consolidated net profit attributable to owners of the parent amounting to 106,776,814, to

appropriate this profit as follows:

Dividend

41,095,402.00

Discretionary reserves

Retained earnings

248,319,130.20

TOTAL

289,414,532.20

Since the legal reserve already stands at 10% of the share capital, no allocation to it is proposed. The following amounts were distributed as

dividends in respect of the previous three financial years:

2017

2018

2019

Dividend per share

Number of shares

Dividend*

2.40

20,516,807

49,240,336.80

1.85

20,514,876

37,952,520.60

The dividend payment entitles individual shareholders resident in France for tax purposes to a 40% deduction on the gross amount of the dividend for the calculation of income tax

(article 158–3-2° of the French General Tax Code).

Resolution 4

Resolution 6

(Approval of disclosures as presented in the Report on

corporate governance pursuant to Article L. 22-10-34 I of

the French Commercial Code)

(Approval of the fixed, variable and exceptional

components of the total compensation and benefits of any

kind paid during the financial year ended 31 December

2020 or allotted in respect of that period to Vincent Paris,

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

Chief

Executive

Officer,

accordance

with

Article L. 22-10-34 II of the French Commercial Code)

and

having

been

consulted

accordance

with

Article L. 22-10-34 I of the French Commercial Code, and after

having reviewed the Report on corporate governance prepared by

the Board of Directors, approve the disclosures stated in

Article L. 22-10-9 of the French Commercial Code and as

presented in the report.

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and

having

been

consulted

accordance

with

Article L. 22-10-34 II of the French Commercial Code, and after

having reviewed the Report on corporate governance prepared by

the Board of Directors, approve the fixed, variable and exceptional

items of compensation making up the total compensation and

benefits of any kind paid during the year ended 31 December

2020 or allotted in respect of that period to Vincent Paris in his

capacity as Chief Executive Officer and as presented in the report.

Resolution 5

(Approval of the fixed, variable and exceptional items

of compensation making up the total compensation and

benefits of any kind paid during the year ended

31 December 2020 or allotted in respect of that period to

Pierre Pasquier, Chairman of the Board of Directors, in

accordance with Article L. 22-10-34 II of the French

Commercial Code)

Resolution 7

(Approval of the compensation policy for the Chairman of

the Board of Directors, as presented in the Report on

corporate governance pursuant to Article L. 22-10-8 and

Article R. 225-29-1 of the French Commercial Code)

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and

having

been

consulted

accordance

with

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and having been consulted in accordance with Articles L. 22-10-8

and R. 225-29-1 of the French Commercial Code, and after having

reviewed the Report on corporate governance prepared by the

Board of Directors, approve the compensation policy for the

Chairman of the Board of Directors, for his term of office and as

presented in the Report on corporate governance.

Article L. 22-10-34 II of the French Commercial Code, and after

having reviewed the Report on corporate governance prepared by

the Board of Directors, approve the fixed, variable and exceptional

items of compensation making up the total compensation and

benefits of any kind paid during the year ended 31 December 2020

or allotted in respect of that period to Pierre Pasquier, Chairman of

the Board of Directors, and as presented in the report.

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Resolution 8

Resolution 12

(Approval of the compensation policy for the Chief

Executive Officer, as presented in the Report on corporate

governance pursuant to Articles L. 22-10-8 and

R. 225-29-1 of the French Commercial Code)

(Authorisation granted to the Board of Directors, for a

period of 18 months, to allow the Company to buy backits

own shares pursuant to Article L. 22-10-62 of the French

Commercial Code)

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and having been consulted in accordance with Articles L. 22-10-8

and R. 225-29-1 of the French Commercial Code, and after having

reviewed the Report on corporate governance prepared by the

Board of Directors, approve the compensation policy for the Chief

Executive Officer, for his term of office and as presented in the

Report on corporate governance.

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and having reviewed the Report of the Board of Directors, in

accordance with the provisions of Articles L. 22-10-62 et seq.

of the French Commercial Code, EU regulations on market abuse,

and Title IV, Book II of the General Regulation of the Autorité des

Marchés Financiers (AMF) as well as its implementing instructions:

authorise the Board of Directors, with the ability to sub-delegate

this power as provided by law and by the Company’s Articles of

Association, to buy back shares in the Company or arrange to

have shares in the Company bought back, on one or more

occasions and as and when it sees fit, up to a maximum of 10%

of the total number of shares representing the Company’s share

capital at the time of the buyback;

Resolution 9

(Approval of the compensation policy for the Directors, as

presented in the Report on corporate governance pursuant

to Articles L. 22-10-8 and R. 225-29-1 of the French

Commercial Code)

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

and having been consulted in accordance with Articles L. 22-10-8

and R. 225-29-1 of the French Commercial Code, and after having

reviewed the Report on corporate governance prepared by the

Board of Directors, approve the compensation policy for Directors

for their term of office as presented in the Report on corporate

governance.

resolve that shares may be bought back for the following

purposes:

•

to obtain market-making services from an investment services

provider acting independently under the terms of a liquidity

agreement entered into in compliance with the AMF’s accepted

market practice,

•

to award, sell or transfer shares in the Company to employees

and/or company officers of the Group, in order to cover share

purchase plans and/or free share plans (or equivalent plans) as

well as any allotments of shares under a company or Group

savings plan (or equivalent plan) in connection with a

profit-sharing mechanism, and/or all other forms of share

allotment to the Group’s employees and/or company officers,

Resolution 10

(Decision setting the total amount of compensation

awarded to Board members for their service, as referred to

in Article L. 225-45 of the French Commercial Code, at

500,000)

•

to retain the shares bought back in order to exchange them or

tender them as consideration at a later date for a merger,

spin-off or contribution of assets and, more generally, for

external growth transactions. Shares bought back for such

purposes are not to exceed, in any event, 5% of the number

of shares making up the Company’s share capital,

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

resolve, pursuant to Article L. 225-45 of the French Commercial

Code, to set the aggregate compensation paid to the members of

the Board of Directors for their service, to be allocated by the Board,

at 500,000 in respect of the current year.

to deliver the shares bought back, upon the exercise of rights

attaching to securities giving access to the Company’s share

capital through redemption, conversion, exchange, tender

of warrants or any other means, as well as to execute any

transaction covering the Company’s obligations relating to

those securities,

Resolution 11

(Appointment of Astrid Anciaux as Director representing

employee shareholders for a term of office of four years)

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Ordinary General Meetings,

resolve, on the recommendation of the Board of Directors and as

provided for in Article 14 of the Company’s Articles of Association,

to appoint Astrid Anciaux as a new Director for a term of office of

four years ending at the close of the General Meeting to be called to

approve the financial statements for the year ending 31 December

2024.

•

to retire shares bought back by reducing the share capital,

pursuant to Resolution 11 approved at the General Meeting of

9 June 2020,

to implement any market practice that would come to be

accepted by the AMF, and in general, to perform any operation

that complies with regulations in force;

resolve that the maximum price per share paid for shares bought

back be set at 250, it being specified that in the event of any

transactions in the share capital, including in particular

capitalisation of reserves, free share awards and/or stock splits or

reverse stock splits, this price will be adjusted proportionately;

resolve that the funds set aside for share buy-backs may not

exceed, for guidance purpose and based on the share capital at

31 December 2020, 513,692,500, corresponding to 2,054,770

ordinary shares, with this maximum amount potentially being

adjusted to take into account the amount of the share capital on

the day of the General Meeting or subsequent transactions;

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decide that shares may be bought back by any means, through

of the vesting period has expired, and shall be immediately

transferable;

on- or off-market transactions, including block purchases or

through the use of derivatives, at any time, subject to

compliance with the regulations in force; it being stipulated that

unless authorised in advance by the shareholders at the General

Meeting, the Board of Directors may not make use of this

delegation once a third party has filed a draft tender offer for the

Company’s shares, and until the end of the offer period;

formally notes that, with regard to shares to be issued in the

future, (i) this authorisation shall result, upon expiry of the

vesting period, in a capital increase by way of capitalisation of

reserves, earnings, issue premiums or other amounts that maybe

capitalised in favour of the recipients of those shares, as well as

the automatic waiver by shareholders, in favour of the recipients

of the shares thus allotted, of their rights to that portion of

reserves, earnings, premiums or other amounts thus capitalised,

and (ii) this authorisation shall automatically entail the waiver by

shareholders, in favour of the recipients of the aforementioned

shares, of their pre-emptive rights. The corresponding capital

increase shall be deemed to have been completed upon final

allotment of the shares in question to the recipients;

grant all powers to the Board of Directors, including the ability to

subdelegate these powers, in order to implement this

authorisation, to determine the terms and conditions of share

buybacks, to make the necessary adjustments, to place any stock

market orders, to enter into any and all agreements, to carry out

all formalities and file all declarations with the AMF, and generally

to take any and all other actions required;

resolve that this delegation of powers to the Board of Directors is

to be valid for a period of 18 months with effect from the date

of this General Meeting;

accordingly, confers all powers upon the Board of Directors,

within the limits set out above, to put this resolution into effect

and, in particular to:

•

to the unused portion, any previous authorisation having the

same purpose.

determine the identity of the recipients of shares to be allotted

and the number of shares to be allotted to each,

•

decide on the holding requirements that may apply by law in

regard to eligible company officers, in accordance with the last

Requiring the approval of

paragraph

Article L. 225-197-1 II

and

with

Article L. 22-10-59 of the French Commercial Code,

the Extraordinary General Meeting

•

set the dates and terms governing the allotment of the shares

in question, including in particular the period at the end of

which the shares will be finally allotted as well as, where

applicable, the required lock-in period,

Resolution 13

(Authorisation granted to the Board of Directors, for a

period of 38 months, to allot free shares to employees and

company officers of the Company and its Group, subject to

a cap of 1% of the share capital)

and, in particular, determine the conditions related to the

performance of the Company, the Group or any of its entities

that would apply to the allocation of shares to the Company’s

executive company officers and, where applicable, those that

would apply to the allocation of shares to employees as well as

the criteria according to which such shares would be granted,

with the stipulation that any shares granted without

performance conditions may not be granted to the Company’s

Chief Executive Officer and may not exceed 10% of the amount

of awards authorised by the General Meeting,

The General Meeting, having reviewed the Management report of

the Board of Directors and the Statutory Auditors’ special report,

and in accordance with the provisions of Articles L. 225-197-1 et

seq.and L. 22-10-59 of the French Commercial Code:

authorises the Board of Directors to carry out one or more bonus

issues, at its discretion, either of existing shares in the Company

or of shares to be issued in the future, in favour of eligible

employees (as defined in Articles L. 225-197-1 and L. 22-10-59

of the French Commercial Code) of the Company and any

affiliated companies under the conditions laid down in

Article L. 225-197-2 of the French Commercial Code, or in

favour of certain categories of those employees or officers;

•

determine whether the shares allotted free of charge are shares

to be issued or existing shares, and (i) where new shares are

issued, check that there are sufficient reserves and, upon each

allotment, transfer to a reserve not available for distribution the

amounts needed to pay up the new shares to be issued,

increase the share capital by capitalising reserves, earnings,

premiums or other amounts that may be capitalised, determine

the type and amount of any reserves, earnings or premiums to

be capitalised in consideration of the aforementioned shares,

certify the completion of increases in the share capital,

determine the vesting date of newly issued shares (which may

be retrospective), amend the Articles of Association

accordingly, and (ii) where existing shares are allotted, acquire

the necessary shares under the conditions laid down in law,

and take any and all action required to successfully complete

the transactions,

resolves that this authorisation may not give access to a total

number of shares representing more than 1% of the Company’s

share capital (as assessed on the date on which the Board of

Directors decides to make the award), it being specified that this

will be in addition to any additional number of shares to be

issued to protect the rights of holders of securities giving access

to the Company’s share capital, in accordance with the law or

any applicable contractual agreement;

decides that the number of shares that may be granted to the

Company’s Chief Executive Officer may not represent more than

5% of the limit of 1% set in the previous paragraph;

decides (a) that shares will be definitively allotted to their

•

allow the option, where applicable, during the vesting period,

to adjust the number of bonus shares allotted in accordance

with any transactions affecting the Company’s equity, so as to

protect the rights of recipients; any shares allotted pursuant to

such adjustments shall, however, be deemed to have been

allotted on the same date as the initially allotted shares, and

recipients upon expiry of a vesting period whose duration shall be

set by the Board of Directors; this duration may not, however, be

less than three years with effect from the date of the Board’s

decision to allot the shares in question and (b) that recipients

must, if the Board of Directors deems it useful or necessary, retain

the shares in question for the periods freely set by the Board;

more generally, with the option to subdelegate these powers

under the conditions laid down by law and by the Company’s

Articles of Association, to take any steps and complete any

formalities required for the issuance, listing and management

decides that, where the beneficiary is disabled and falls into the

second or third categories set out in Article L. 341-4 of the

French Social Security Code, the shares in question shall be

definitively allotted to that beneficiary before the remaining term

298

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GENERAL MEETING

Proposed resolutions

of securities issued under the terms of this authorisation and

for the exercise of any associated rights and to make all

appropriate arrangements and enter into any agreement

required to complete the envisaged share allotments;

stipulation that the Board of Directors may adjust or remove this

discount if it deems necessary in order to take into account, in

particular, locally applicable legal, accounting, tax and

workforce-related systems;

resolve that this delegation of authority to the Board of Directors

is to be valid for a period of [38 months] with effect from the

date of this General Meeting, with the understanding that, unless

authorised in advance by the shareholders at the General

Meeting, the Board of Directors may not make use of this

delegation once a third party has filed a draft tender offer for the

Company’s shares, and until the end of the offer period;

resolve that the Board of Directors may provide for the allotment

of shares or of other securities giving access to the Company’s

share capital, whether to be issued or already issued, to the

Recipients free of charge, in lieu of all or a portion of the

employer contribution and/or the discount mentioned above,

within the limits set forth in ArticlesꢁL.ꢁ3332-11 and L.ꢁ3332-21 of

the French Labour Code, it being specified that the maximum

aggregate nominal amount of capital increases that may be

carried out in line with these allotments will count towards the

limit of 2% of the Company’s share capital referred to above;

acknowledge that this authorisation supersedes, in relation to the

unused portion, any previous authorisation having the same

purpose.

formally note that, with regard to shares to be issued in lieu of

some or all of the employer contribution and/or the discount, the

Board of Directors may decide to increase the share capital

accordingly by capitalising reserves, earnings, issue premiums or

other amounts that may be capitalised in favour of the Recipients,

thus entailing (i)ꢁthe corresponding waiver by the shareholders of

that portion of reserves, earnings, premiums or other amounts

thus capitalised and (ii)ꢁthe automatic waiver by the shareholders

of their pre-emptive subscription right. The corresponding capital

increase shall be deemed to have been completed upon final

allotment of the shares in question to the Recipients;

Resolution 14

(Delegation of authority to the Board of Directors, for a

period of 26 months, to decide 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 a company of the Group, subject to

enrolment in a company savings plan, up to a maximum of

2% of the share capital)

The shareholders at the General Meeting, having fulfilled the

quorum and majority requirements for Extraordinary General

Meetings, and having reviewed the Management report of the

Board of Directors and the Statutory Auditors’ special report, in

accordance with the provisions of ArticlesꢁL.ꢁ3332-18 et seq. ofꢁthe

French Labour Code as well as the provisions of the French

Commercial Code, in particular its ArticlesꢁL.ꢁ225-129-2,

L.ꢁ225-129-6 and L.ꢁ225-138-1:

consequently grant all powers to the Board of Directors, with the

option to subdelegate these powers under the conditions laid

down by law and by the Company’s Articles of Association, to

put this authorisation into effect, subject to the limits and

conditions set out above, in particular so as to:

•

determine the characteristics of securities to be issued and the

proposed amount of any subscriptions and, in particular,

determine their issue prices, dates and periods, and the terms

and conditions of subscription, payment, delivery and vesting

of securities, set the discount, in accordance with applicable

legal and regulatory limits,

delegate powers to the Board of Directors, including the ability to

subdelegate this power under the conditions laid down in law

and in the Company’s Articles of Association, to decide on the

issuance, on one or more occasions, in the amounts and at the

times it sees fit, of (i)ꢁordinary shares or (ii)ꢁequity securities giving

immediate or future access by any means to other equity

securities of the Company, reserved for employees enrolled in a

savings plan offered by the Company or by any related French or

foreign company or group as defined in ArticleꢁL.ꢁ225-180 of the

French Commercial Code and Article L. 3344-1 of the French

Labour Code (the “Recipients”);

•

determine, if necessary, the nature of the securities to be

allotted free of charge, as well as the terms and conditions of

their allotment,

determine whether shares are allotted free of charge in the

case of shares to be issued or existing shares, and (i)ꢁwhere new

shares are issued, check that there are sufficient reserves and,

upon each allotment, transfer to a reserve not available for

distribution the amounts needed to pay up the new shares to

be issued, increase the share capital by capitalising reserves,

earnings, premiums or other amounts that may be capitalised,

determine the type and amount of any reserves, earnings or

premiums to be capitalised in consideration of the

aforementioned shares, certify the completion of increases in

the share capital, determine the vesting date of newly issued

shares (which may be retrospective), amend the Articles of

Association accordingly, and (ii)ꢁwhere existing shares are

allotted, acquire the necessary shares under the conditions laid

down in law, and take any and all action required to

successfully complete the transactions,

resolve to exclude, in favour of the Recipients, the pre-emptive

right of existing shareholders to subscribe for the ordinary shares

or other securities that may be issued under this delegation of

powers;

resolve that this delegation of powers may not give access to a

total number of shares representing more than 2% of the

Company’s share capital (as assessed at the date when the Board

of Directors makes use of this delegation of powers), it being

specifiedꢁthat this will be in addition to any additional number of

shares to be issued to protect the rights of holders of securities

giving access to the Company’s share capital, in accordance with

the law or any applicable contractual agreement;

resolve that if the subscriptions obtained do not absorb the

•

draw up the list of companies whose employees will be

recipients of the issues carried out under this delegation of

powers,

entirety of an issue of securities, the capital increase will be

limited to the amount of subscriptions received;

resolve that the subscription price of securities issued under this

•

determine whether subscriptions may be made directly by the

recipients or only through an FCPE company mutual fund,

resolution may not be (i) higher than the average of the listed

share price over the 20 trading days preceding the date of the

decision setting the opening date of the subscription period

decided by the Board of Directors, or (ii) lower than this average

less the maximum discount required by the laws and regulations

in force at the date of the Board of Directors’ decision, with the

charge any costs incurred in connection with capital increases

against the premiums pertaining to those capital increases and

deduct from the total to be charged the amount required to

SOPRA STERIAꢀUNIVERSAL REGISTRATION DOCUMENT 2020

299

GENERAL MEETING

Proposed resolutions

Resolution 15

bring the legal reserve up to one tenth of the new share capital

after each capital increase,

(Powers granted to carry out all legal formalities)

•

record the completion of capital increases up to the value of

shares actually subscribed or of other securities issued under

the terms of this authorisation,

The shareholders at the General Meeting give all powers to the

bearer of an original or copy of the minutes of this Meeting to carry

out all legally required formalities.

enter into any agreements and, either directly or via an agent,

complete all procedures and formalities, including formalities

subsequent to capital increases and consequential amendments

to the Articles of Association and, more generally, take all

necessary steps,