2018COMBINEDGENERAL MEETING CONVENING NOTICE
Pavillon Dauphine, Place duMaréchal de Lattre de Tassigny, 75116 Paris Tuesday 12 June2018at 2:30p.m.
A WORD FROM THE CHAIRMAN
INSTRUCTIONS FOR PARTICIPATING IN THE MEETING
HOW TO GET TO THE SHAREHOLDERS MEETING
SOPRA STERIA’S ACTIVITIES AND STRATEGY
MEETING AGENDA FOR THE COMBINED GENERAL MEETING
SUMMARY OF RESOLUTIONS
REQUEST FOR DOCUMENTS AND INFORMATION
This document is a free translation into English. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. The English PDF and PDFi version of Notice of Meetings is available on the website: https://soprasteria.com/en/investors
Sopra Steria Group – Founded 1968 Société anonymewith share capital of 20 547 701 € – 326 820 065 RCS Annecy Registered Office: PAE Les Glaisins, Annecy-le-Vieux, F-74940 Annecy Head office: 9 bis, rue de Presbourg, F-75116 Paris Telephone: +33 (0)1 40 67 29 29 - Fax: +33 (0)1 40 67 29 30 email@example.com – https://www.soprasteria.com
SOPRA STERIA CONVENING NOTICE 2018
SOPRA STERIAREACHEDANEWMILESTONE IN ITS DEVELOPMENT IN2017
With this in mind, our strategy is predicated on four key principles: pp independence, which underpins our long-term vision and our entrepreneurial model; pp expansion, which requires a combination of brisk organic growth and a targeted acquisition policy; pp added value, which relies to a large extent on our Business Consulting and Digital Consulting activities and on Software; pp singularity, which is embodied in the special relationships we forge with our clients based on a deep connection, reliability and trust over the long term. By executing this strategy, we aim to achieve organic growth over the next three years at a pace of between 3% and 5% per year, with an operating margin on business activity of around 10% in 2020. The digital revolution is unfurling across all sectors of the economy and all aspects of society. We aim to build on our strengths to maximise our leverage without losing sight of what still needs to be done to complete our own transformation. By doing so, we can look to the future with clarity, confidence and determination. As every year, I would like to share with you these evolutions during our General Meeting. This General Meeting is a prime opportunity for Sopra Steria Group and its shareholders to exchange information and engage in dialogue. I hope you will be able to take part in this meeting in person to express your thoughts on decisions concerning the Group. However, if you are not able to attend, you still have the option of voting by mail or online, or appointing the Chairman of the General Meeting or any other person you choose to serve as your proxy. You will find all the relevant information in this document, as well as the meeting’s agenda and the draft resolutions which will you will be requested to approve. Documents and information may also be consulted on Sopra Steria Group’s website: https://www.soprasteria.com/en/investors. The day, on which the meeting is held, you will also be able to consult all the materials presented there and the results of resolution votes on the Group’s website On behalf of the Board of Directors, I would like to thank each and every one of you for your trust and your loyalty, and I hope to see you on 12 June. PIERRE PASQUIER, Chairman of Sopra Steria Group
It is my pleasure to invite you to attend the Combined General Meeting of Sopra Steria Group shareholders, to be held on Tuesday, 12 June 2018 starting at 2:30 p.m. at the Pavillon Dauphine, Place du Maréchal De Lattre de Tassigny, Paris 16, France. We recorded a healthy performance, with organic revenue growth of 3.5% bringing revenue to €3,845.4 million. Operating profit on business activity grew by 9.5% to €329.8 million, and our margin reached 8.6%, an improvement of 0.6 points compared with 2016. Lastly, net profit attributable to the Group rose 14.0% to €171.4 million. As a result, we reached the targets set in 2015 when Sopra and Steria merged – namely revenue of between €3.8 billion and €4 billion and an operating margin on business activity of between 8% and 9%. These results are the culmination of our efforts to completely transform the Group. The business segments that had seen performance shortfalls in 2014 (Germany and IT infrastructure management in France) were successfully turned around and today are a source of strength for the future. We have launched a targeted repositioning plan covering our operations in the United Kingdom. In particular, it aims to bolster the businesses serving the private sector. In France, we strengthened our leadership in Consulting and Systems Integration. We backed up our healthy business performance with substantial investments to expand our offerings. Generally speaking, our move up the value chain has increased the relative size of our Consulting and Software businesses, which now generate close to one-quarter of the Group’s revenue. We are committed to a proactive corporate responsibility policy, fully aligned with our business goals and our transformation programme. In 2017, we contributed to 16 of the 17 United Nations Sustainable Development Goals through our social, societal, environmental and ethical initiatives. As far as our workforce policy is concerned, we provided over one million hours of training to our employees in 2017. As part of our commitment to the environment, we continued to reduce our greenhouse gas emissions and reiterated our target of cutting them by 21% from their 2015 level by 2025. Our societal accomplishments in 2017 included the award of EcoVadis’ Gold Advanced level, a standard achieved by less than 1% of businesses rated by the organisation. Lastly, we strengthened the ethics- and compliance-related aspects of our governance framework in 2017 with the creation of a new Corporate Governance & Risk Management Department. Our clients’ needs are changing, and they now demand greater agility, rapidity and added value. Today more than ever before they are looking for partners able to invent the business models of the future with them and support their transformation.
SOPRA STERIA CONVENING NOTICE 2018
1 INSTRUCTIONS FOR PARTICIPATING INTHEMEETING
You must be a shareholder
Holders of registered shares must have their shares registered in the Company’s accounts no later than 0:00 a.m. (Paris time) on the second business day preceding the Meeting. Holders of bearer shares have the same amount of time to prove their identity and ownership of their shares by presenting a certificate of investment issued by their bank, investment company or other authorised intermediary, showing custody of their shares in an account no later than 0:00 a.m. (Paris time) on the second business day preceding the Meeting. Documents are to be sent to CIC – Service Assemblées – 6 avenue de Provence – 75009 Paris, France. The deadline for completing these formalities is 8 June 2018 at 0:00 a.m. (Paris time). 1. You would like to physically attend the Meeting Shareholders who wish to attend the General Meeting in person may request admission cards as follows: Postal requests for admission cards pp Holders of registered shares: Send the admission card request by post so that it will be received no later than 8 June 2018 by CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France, or report to the venue on the day of the General Meeting; pp Holders of bearer shares: Ask the authorised intermediary responsible for managing your securities account to request an admission card. CIC must receive the authorised intermediary’s request before 6 June 2018. In either case, if CIC receives an admission card request after that date, the shareholder concerned will need to report to the reception counter for “Shareholders without cards” or “Shareholders without documents” on the day of the Meeting and present his or her certificate of investment. pp Registered shareholders wishing to attend the General Meeting in person may request an admission card online by submitting their request on Votaccess, the secure electronic voting system accessible via a link in the “Investors” section of the Company’s website (https://www.soprasteria.com/en/ investors), which automatically redirects shareholders to the dedicated voting portal (https://www.actionnaire.cmcicms.com). Holders of registered shares will be able to log in to this system using their user ID and password, which will have been sent to them by post prior to the General Meeting. Admission cards will then be sent to shareholders according to their choice, by electronic means or by post. Electronic requests for admission cards for holders of registered shares Please choose one of the following:
Sopra Steria Group also offers holders of registered shares the option to vote online, in advance of the General Meeting, via the Votaccess electronic voting system, accessible: pp for registered shareholders, via a link in the “Investors” section of the Company’s website (https://www.soprasteria.com/en/ investors), which automatically redirects shareholders to the dedicated voting portal (https://www.actionnaire.cmcicms.com). This electronic system allows shareholders to request admission cards, submit voting instructions and appoint or rescind the appointment of a proxy under the conditions discussed below, all in advance of the General Meeting.
2. You would like to send a postal or electronic vote or appoint the Chairman or another representative as your proxy Postal voting or proxy forms Shareholders not attending General Meetings in person who wish to submit postal votes or to be represented at the Meeting by granting authority to the Chairman of the Meeting or other representative to vote on their behalf may: pp for holders of registered shares: fill in and send back the voting or proxy form, included with the invitation to the Meeting, to the following address: CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. [see instructions below]; pp for holders of bearer shares: send a request for the combined voting or proxy form to the intermediary managing the securities account upon receiving the invitation to the Meeting. This form must first be filled in by the shareholder, then sent back to the intermediary, which will attach its certificate of investment for the shareholder and forward both documents to CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. In order to be taken into account, voting forms must be received by CIC at the address provided above no later than three days prior to the General Meeting, i.e. by 8 June 2018. Proxy appointments or rescindments of proxy appointments sent by post must be received no later than 8 June 2018.
SOPRA STERIA CONVENING NOTICE 2018
Instructions for participating in the Meeting
Electronic submission of voting or proxy forms for holders of registered shares Holders of registered shares may submit their voting instructions, appoint proxies or rescind proxy appointments online in advance of the General Meeting on VOTACCESS, the secure electronic voting system accessible via a link in the “Investors” section of the Company’s website (https://www.soprasteria.com/en/investors), which automatically redirects shareholders to the dedicated voting portal (https://www.actionnaire.cmcicms.com). Holders of registered shares whose securities accounts are maintained by the Company ( nominatif pur ) may log in to the service using their existing user ID and password. Holders of registered shares whose securities accounts are managed by a financial institution ( nominatif administré ) will receive an invitation to the Meeting including their user ID and password. This access information may be used to log in to the service at https:// www.actionnaire.cmcicms.com Once logged in, holders of registered shares should follow the on- screen instructions to access the VOTACCESS system, where they can submit voting instructions, appoint a proxy or rescind a proxy appointment. Article R. 225-79 of the French Commercial Code provides for the submission of proxy appointments and/or rescindments of proxy appointments by electronic means. pp Holders of registered shares may submit their requests on the following website: https://www.actionnaire.cmcicms.com pp Holders of bearer shares must send an e-mail to the following address: firstname.lastname@example.org This e-mail must include the following information: the name of the company concerned (Sopra Steria Group); the date of the General Meeting (12 June 2018); the shareholder’s last name, first name, address and bank details; and the proxy’s last name, first name and address (if available). Appointment of a proxy and/or rescindment of a proxy appointment
Holders of bearer shares must also get in touch with the financial intermediary responsible for the management of their securities accounts requesting that a written confirmation be sent to CIC – Service Assemblées – 6 Avenue de Provence – 75009 Paris, France. Only notifications of proxy appointments or rescindments of proxy appointments may be sent to the aforementioned e-mail address. Other types of requests or notifications will not be taken into account or processed. In order for proxy appointments or rescindments of proxy appointments submitted by electronic means to be validly taken into account, e-mails and/or written confirmations must be received no later than the day before the General Meeting, i.e. 11 June 2018, at 3:00 p.m. (Paris time). The VOTACCESS system for this General Meeting will be accessible starting on 23 May 2018 to 11 June 2018 at 3:00 p.m. (Paris time). Pursuant to the provisions of Article R. 225-85 of the French Commercial Code, once a shareholder has submitted voting instructions by post or electronic means or requested an admission card, he or she may not opt for any other means of taking part in the Meeting. Shareholders who have already submitted voting instructions, sent a proxy form or requested an admission card may sell, transfer or assign all or a portion of their shares at any time. However, if the sale, transfer or assignment takes place before 0:00 a.m. (Paris time) on the second business day preceding the General Meeting, the Company will invalidate or adjust, as required, the postal or electronic vote, proxy or admission card. To this end, the intermediary managing the securities account must send notification to the Company or its agent of the sale, transfer or assignment, accompanied by the required information. No sale or other transaction completed after 0:00 a.m. (Paris time) on the second business day preceding the General Meeting, irrespective of the means employed, is to be notified by the authorised intermediary or taken into account by the Company, notwithstanding any agreement to the contrary.
Requests for the inclusion of items of business on the agenda or proposed resolutions and written questions from the shareholders pp Pursuant to the provisions of Article R. 225-84 of the French Commercial Code, shareholders may submit written questions to the Board of Directors. These questions must be sent to the Company’s registered office by registered letter with proof of receipt or by e-mail to email@example.com no later than the fourth business day preceding the General Meeting, i.e. by 6 June 2018. In order to be considered, questions must be accompanied by a deposit certificate for a securities account in the name of the shareholder ( attestation d’inscription en compte ). pp Requests for the inclusion of items of business or proposed resolutions on the agenda for the General Meeting by shareholders fulfilling the legal requirements in force must be received at the Company’s registered office, sent by registered letter with proof of receipt, or by e-mail to firstname.lastname@example.org, no later than the 20 th day after the date of publication of the notice of meeting, i.e. by 15 May 2018. The reasons for their submission must be clearly stated and they must be accompanied by a deposit certificate for a securities account in the name of the shareholder ( attestation d’inscription en compte ). Requests for the inclusion of proposed resolutions are to be accompanied by the text of the proposed resolutions, which may be supplemented by a brief summary of the reasons for putting them forward. Furthermore, shareholders are reminded that the examination by the General Meeting of items of business or proposed resolutions to be presented is subject to the submission by the parties involved of newly issued deposit certificates for their securities accounts under the same conditions as those indicated above, no later than 0:00 a.m. (Paris time) on the second business day preceding the General Meeting. Prior notice of the Combined General Meeting was published in the Bulletin des Annonces Légales Obligatoires dated 25 April 2018. The official notice will be published in the Bulletin des Annonces Légales Obligatoires and in the Eco des Pays de Savoie newspaper on 25 May 2018. Pursuant to applicable legal and regulatory provisions, all documents that must be made available to shareholders in connection with General Meetings are accessible at the Company’s registered office, located at PAE Les Glaisins, Annecy-le-Vieux, 74940 Annecy, France, within the time period required by law and regulations, and, for the types of documents mentioned in Article R. 225-73-1 of the French Commercial Code, in the “Investors” section of the Company’s website at the following address: https://www.soprasteria.com/en/investors
SOPRA STERIA CONVENING NOTICE 2018
Instructions for participating in the Meeting
Instructions for filling out the voting form:
1. To vote by post: fill in the box for [Vote by post], then complete as follows: • to vote “NO” or to abstain, fill in the boxes for the corresponding resolutions, • to vote “YES”, leave the boxes empty; 2. To appoint the Chairman as your proxy: fill in the box for [I appoint the Chairman of the General Meeting as my proxy]; 3. To appoint a different proxy: fill in the box for [I appoint as my proxy], and complete the required information.
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. The form must be filled in, signed, dated and sent back as indicated in pages 4 to 5.
To attend the meeting in person: tick A .
To appoint the Chairman of the Meeting: tick here « I hereby give my proxy to the chairman of the general meeting » .
Date and sign here If shares are jointly owned all the joint owners must sign the form.
Check your detail here, or enter your name and address.
To vote buy post: tick here « I vote buy post » and follow the instructions.
To appoint another individual as proxy: tick here « I hereby appoint » and enter the name and address of the person who will attend the Meeting on your behalf.
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