Sopra Steria Group

M&A Activity • Jun 3, 2024

Press release

A significant milestone achieved in the Group's strategy to refocus its activities on digital services and solutions:

• signature of the agreement for the sale by Sopra Steria to Axway Software of most of Sopra Banking Software's activities
• signature of the agreement for the sale by Sopra Steria to Sopra GMT of 3.619 million Axway shares

Paris, June 3 2024 at 8:00am – Sopra Steria, a major player in the European tech sector, has announced the conclusion on May 31 2024 of the binding agreements related to the global transaction disclosed to the market in February 2024, specifically the signing of the agreement for the sale to Axway Software of most of Sopra Banking Software's activities, representing a scope of €335 million in revenue in 2023¹ , for an enterprise value of €330 million, as well as the signature of an agreement for the sale to Sopra GMT of 3.619 million Axway shares (i.e. 16.7% of the share capital) currently held by Sopra Steria at a price of €26.5 per share, for a total amount of €95.9 million.

The funding structure of these operations will remain identical to that announced in February 2024:

• The acquisition of Sopra Banking Software's assets by Axway Software will be partially funded by a capital increase with pre-emptive subscription rights for existing shareholders. Sopra Steria will not participate in this capital increase and will sell its pre-emptive subscription rights to Sopra GMT. As part of this capital increase, Sopra GMT will exercise its pre-emptive subscription rights as well as those acquired from Sopra Steria, and will subscribe, if applicable, for any shares that have not been subscribed by the end of the subscription period. The agreement for Sopra Steria to sell its pre-emptive subscription rights to Sopra GMT and Sopra GMT's commitment to Axway in connection with this capital increase were also signed on May 31 2024.
• Sopra GMT, the holding company and core shareholder that holds a 19.6% stake in Sopra Steria, will fund these transactions by means of a capital increase reserved for a financial partner, One Equity Partners2 , with which Sopra GMT has also entered into a binding agreement.

On May 21 2024, Sopra Steria's Board of Directors approved the signature of the sale agreements following a review by an independent appraiser (Crowe HAF, see link at the end of this press release) of the valuation of Sopra Banking Software's activities (enterprise value of €330 million) and the price per share of Axway (€26.5 per share).

¹ Excluding intercompany transactions, which represented revenue of €24 million

² One Equity Partners will own around 20% of Sopra GMT's share capital

The objective remains unchanged to complete these transactions as soon as possible by the end of the third quarter of 2024. These transactions will be subject to the requisite regulatory approvals, including a decision by the AMF not requiring a public offer to be filed, and the AMF's approval of the prospectus to be filed by Axway in connection with its capital increase.

Link to independent expert reports

https://www.soprasteria.com/investors/investorsfinancing-other-documents/sale-of-most-of-sopra-banking-software-s-operations-to-axwaysoftware

Upcoming financial releases

Wednesday, 24 July 2024 (after market close): Publication of H1 2024 results Thursday, 31 October 2024 (before market open): Publication of Q3 2024 revenue

About Sopra Steria

Sopra Steria, a major player in the European tech sector with 56,000 employees in nearly 30 countries, is recognised for its consulting, digital services and software development. It 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 putting digital to work for its clients in order to build a positive future for all. In 2023, the Group generated revenue of €5.8 billion.

The world is how we shape it.

Sopra Steria (SOP) is listed on Euronext Paris (Compartment A) – ISIN: FR0000050809 For more information, visit us at www.soprasteria.com

Contacts

Investor Relations Press Relations Olivier Psaume Caroline Simon (Image 7) olivier.psaume@soprasteria.com caroline.simon@image7.fr +33 (0)1 40 67 68 16 +33 (0)1 53 70 74 65