Judicial Public Interest Agreement concluded between SURYS and the French National Financial Prosecutor’s Office
Monday 12 January 2026
Stéphane de Navacelle
Navacelle, Paris
Juliette Musso
Navacelle, Paris
Mathilde Chesneau
Navacelle, Paris
Introduction
In July 2025, Surys, whose shares are, at least in part, now ultimately owned by the French State through the company Imprimerie Nationale, concluded a Judicial Public Interest Agreement (CJIP) with the French National Financial Prosecutor’s Office (PNF). The agreement, approved by the Paris Judicial Court in September 2025, concerned acts of bribery of a foreign public official, embezzlement of public funds, and money laundering.[1] In exchange for the cessation of proceedings and a recognition of the facts but not an admission of guilt, Surys agreed to pay a public interest fine of €18,363,007,[2] to compensate the Ukrainian State the amount of €3,370,000, and to implement a three-year compliance programme under the supervision of the French Anti-Corruption Agency (AFA).[3]
This kind of procedure, established by the Sapin II Law in 2016, constitutes an alternative to prosecution and conviction.[4] According to the procedure, an agreement between a legal entity and a prosecutor can be concluded in the context of probity offences, tax fraud or environmental offences. In the application of this agreement, a company recognises the facts described therein but does not admit its guilt and is therefore not criminally convicted. In exchange for the extinction of public action, such an agreement imposes on the company a public interest fine, a monitorship, or the diversion of assets seized.[5] This procedure is provided for under by Article 41-1-2 of the French Code of Criminal Procedure.[6]
Background
The present case stems from a three-party commercial arrangement according to which Polygraph, a Ukrainian state-owned enterprise, obtained raw materials to produce secure documents through the Estonian company Ou Feature, which itself procured those materials from the French company Surys.
Under this arrangement, Polygraph involved a third company, Ou Feature, in order to expedite the payment process, allowing funds to be transferred as soon as the goods were shipped. Consequently, in 2014, Surys signed a contract with Ou Feature for the manufacture and supply of holograms, under which Ou Feature was also granted ownership of the related graphic designs. Despite this arrangement, Surys delivered the products directly to Polygraph, even though no contract formally bound the two.
Between 2014 and 2018, customs documentation listed Ou Feature as the sender and Polygraph as the recipient, with France indicated as the country of dispatch and Ukraine as the destination. The invoices issued by Ou Feature to Polygraph were approximately three times higher than those issued by Surys to Ou Feature.
From 2018 onwards, even after new direct contracts were executed between Surys and Polygraph, Ou Feature continued to play a role through a licensing agreement involving the payment of royalties and commissions. Over the period 2018–2021, Polygraph transferred more than €22m to Surys, which subsequently paid over €7m to Ou Feature. Investigations later revealed that these funds had been diverted for the personal benefit of Polygraph’s director and his relatives.
The collaboration between Surys and Ou Feature was terminated in February 2022, following an integrity review conducted by an external due diligence firm.
Judicial Public Interest Agreement
The CJIP concluded between Surys and the PNF sets out several key obligations and measures, combining financial sanctions, victim compensation, and compliance commitments.
First, the CJIP imposed a public interest fine of €18,363,007, calculated mainly on the illicit €17.7m profits, which were derived from Surys’ dealings with Polygraph and Ou Feature.[7] A punitive portion of €663,000 (3.7 per cent) was added, reflecting mitigating factors such as Surys’s cooperation, internal investigation, admission of wrongdoing and corrective actions.
The CJIP is also noteworthy in that it provides for the direct compensation of the Ukrainian State, recognised as the victim of the offences. Surys agreed to pay €3.37m to the Ukrainian authorities as reparation for the damage suffered.
Surys committed to implementing a three-year compliance programme for the Imprimerie Nationale Group, under the supervision of the AFA, with the objective of reinforcing and ensuring the effectiveness of its anti-corruption framework. The programme provides for an initial audit to assess the adequacy of existing measures, targeted audits to monitor their effective implementation and efficiency considering identified risks, and a final audit to evaluate progress achieved and confirm the overall robustness of the compliance system.[10]
The aftermath of the Surys CJIP
This CJIP concluded between Surys and PNF illustrates the balanced nature of CJIP procedure, which combines sanction, reparation and supervision. Through the above measures, this CJIP seeks to guide and support the company in consolidating a sustainable compliance culture. This case also highlights the strategic importance of third-party integrity assessment and control in preventing corruption risks. Provided for under the Sapin II Law and promoted by the AFA, this process aims to identify, analyse, and assess business partners to detect potential risks related to their activities or geographical location. This CJIP therefore underlines the need for companies to establish effective third-party due diligence procedures, now recognised as a key factor in both corruption prevention and the mitigation of sanctions.
Notes
[1] Judicial Public Interest Agreement Validation Order, President of the Paris Judicial Court, 3 September 2025.
[2] Judicial Public Interest Agreement, National Financial Prosecutor at the Paris Judicial Court, Surys (formerly Hologram Industries), 8 July 2025, s 47 (‘Accordingly, the total amount of the public interest fine imposed on Surys is set at €18,363,007’) (free translation).
[3] Judicial Public Interest Agreement, National Financial Prosecutor at the Paris Judicial Court, Surys (formerly Hologram Industries), 8 July 2025, s 58 (‘Surys paid the sum of €3,377,000 into a CARPA account, which will be released to the benefit of the Ukrainian State once this agreement becomes final’) (free translation).
[4] Sapin II Law, 9 December 2016, No. 2016-1691.
[5] Notions fondamentales de procédure pénale, Évelyne Garçon et Aurélie Bergeaud-Wetterwald, in JurisClasseur Pénal des Affaires, V° Notions fondamentales, Fasc. 9, s 111, first published 24 January 2023.
[6] Article 41-1-2 of the French Code of Criminal Procedure: (‘1° Pay a public interest fine to the Treasury. The amount of this fine shall be set in proportion to the advantages obtained from the established misconduct, up to a limit of 30% of the average annual turnover, calculated based on the last three known annual turnovers at the date the misconduct was identified’) (free translation).
[7] Judicial Public Interest Agreement, National Financial Prosecutor at the Paris Judicial Court, Surys (formerly Hologram Industries), 8 July 2025, s 42 (‘The investigations made it possible to assess the benefits derived from the misconduct at €17,700,000’) (free translation).
[8] Judicial Public Interest Agreement, National Financial Prosecutor at the Paris Judicial Court, Surys (formerly Hologram Industries), 8 July 2025, s 45 (‘The following mitigating factors are taken into account: the corrective measures implemented, in particular the fact that the individuals involved in the misconduct are no longer employed by Surys; the active cooperation of the group’s management, which conducted an internal investigation and provided the resulting documents and findings to the PNF; the relevance of the internal investigations carried out; Surys’ unequivocal acknowledgment of the facts; and the prior compensation of the Ukrainian State’) (free translation).
[9] Judicial Public Interest Agreement, National Financial Prosecutor at the Paris Judicial Court, Surys (formerly Hologram Industries), 8 July 2025, s 58 (‘Surys paid the sum of €3,377,000 into a CARPA account, which will be released to the benefit of the Ukrainian State once this agreement becomes final’) (free translation).
[10] Judicial Public Interest Agreement, National Financial Prosecutor at the Paris Judicial Court, Surys (formerly Hologram Industries), 8 July 2025, s IV (‘Compliance programme’) (free translation).