Sopra Steria Group Sa · EURONEXT:SOP
Sopra Steria Group Sa — Non-Deal Roadshow (March 2018)
26 slides from Sopra Steria Group Sa's roadshow presentation, March 2018
Slide 1: Sopra Steria Governance Road Show
SOPRA STERIA GOVERNANCE ROAD SHOW March 2018 Delivering Transformation. Together.
Slide 2: Disclaimer
DISCLAIMER This presentation contains forward-looking information subject to certain risks and uncertainties that may affect the Group’s future growth and financial results. Readers are reminded that licence agreements, which often represent investments for clients, are signed in greater numbers in
Slide 3: Content
CONTENT 1|Sopra Steria’s ownership & governance 2|Post merger 2015 objectives achieved 3|Next steps 4|Board renewal in 2018 5|Principles retained for other 2018 resolutions 6|Appendices 3 Governance road show - March 2018
Slide 4: Sopra Steria's Ownership & Governance
SOPRA STERIA’S OWNERSHIP & GOVERNANCE 4 Governance road show - March 2018
Slide 5: Ownership at 31/12/2017
OWNERSHIP AT 31/12/2017 A LEADING SHAREHOLDER AS THE PROJECT’S GUARANTOR Pasquier Odin Managers family family 2.4% 69.0% 28.6% Founders & Sopra GMT Interests managed on Treasury management Soderi Free float 19.6% behalf of employees shares 3.0% Shareholders’ agreement 22.6% 7.0% 0.1% 70.4% (33.2%) (
Slide 6: Group's Governance
GROUP’S GOVERNANCE ROLES OF CHAIRMAN AND CEO ARE SEPARATED CHAIRMAN CEO Chairman of the Board of Directors Chairs the Executive Committee • Drives Group strategy, including transactions • Works with the Chairman to design strategy related to mergers and acquisitions • Supervises the implementation o
Slide 7: Post Merger 2015 Objectives Achieved
POST MERGER 2015 OBJECTIVES ACHIEVED 7 Governance road show - March 2018
Slide 8: Success of the Merger
SUCCESS OF THE MERGER CHAIRMAN’S MAIN PRIORITIES OVER THE LAST 5 YEARS • Transaction with Steria • Integration between Sopra & Steria • Set up and support of a solid new executive team • Renewal of the strategic thinking process • Definition of strategic orientations and M&A policy • Board renewal 8
Slide 9: Achievement of 3-Year Targets Set in 2015
ACHIEVEMENT OF 3-YEAR TARGETS SET IN 2015 TARGETS ANNOUNCED FOLLOWING THE MERGER IN MARCH 2015 2017 revenue €3,845m 2017 operating margin on business activity of 8.6% 9 Governance road show - March 2018
Slide 10: 5 Year Share Price Performance
5 YEAR SHARE PRICE PERFORMANCE MULTIPLIED BY 2 SINCE THE MERGER ANNOUNCEMENT IN APRIL 2014 Merger announcement Share price as of 03/13/2018 10 Governance road show – March 2018
Slide 11: Next Steps
NEXT STEPS 11 Governance road show - March 2018
Slide 12: Ambitions for 2020
AMBITIONS FOR 2020 Operating margin on business activity around 10% Annual organic growth of between Free cash flow of between 5% to 7% 3% and 5% over the period of revenue 2020 12 Governance road show- March 2018
Slide 13: 2020 Project
2020 PROJECT An independent project An ambitious project • Leading shareholder as the • Organic growth project’s guarantor over the long • Targeted external growth term • Focus on Europe for Services and • Significant employee share worldwide ambitions for ownership Software 2020 A project with adde
Slide 14: Board to Be Renewed in 2018
BOARD TO BE RENEWED IN 2018 14 Governance road show – March 2018
Slide 15: Board Mandates to Be Renewed in 2018 (1/3)
BOARD MANDATES TO BE RENEWED IN 2018 (1/3) RENEWAL PRINCIPLES • Set up the Board that will drive the Group over the 10 next years • Respect of Sopra Group & Groupe Steria merger agreement • Equal number of directors representing Sopra GMT and Groupe Steria • Renewal objectives • Fewer directors (mov
Slide 16: Board Mandates to Be Renewed in 2018 (2/3)
BOARD MANDATES TO BE RENEWED IN 2018 (2/3) TARGETED 2018 BOARD STRUCTURE • 13 directors • Independence: 54 % • Men / Women gender parity: 54 %/46 % • Non French: 46 % • IT competencies: 54 % • Finance competencies: 38 % • Reduce average age by 3 years 16 Governance road show – March 2018
Slide 17: Board Mandates to Be Renewed in 2018 (3/3)
BOARD MANDATES TO BE RENEWED IN 2018 (3/3) CURRENT AGE LIMIT OF CHAIRMANSHIP The current age limit on the Chairmanship: • Perturbes the 2-phase renewal of the current Board of Directors • Phase 1 in 2018 • Phase 2 in 2020 • Weakens the ability to secure 3 key strategic objectives • Development of Co
Slide 18: Principles Retained for Other 2018 Resolutions
PRINCIPLES RETAINED FOR OTHER 2018 RESOLUTIONS 18 Governance road show – March 2018
Slide 19: Principles Retained for Other 2018 Resolutions
PRINCIPLES RETAINED FOR OTHER 2018 RESOLUTIONS 2018 AGM • No new regulated agreements • Share capital increase, not used during public offering • With pre-emptive subscription rights => 50% maximum of the share capital • Without pre-emptive subscription rights but with a priority subscription period
Slide 20: Annexes
ANNEXES 20 Governance road show - March 2018
Slide 21: Board Mandates to Be Renewed in 2018: Current Board Structure
BOARD MANDATES TO BE RENEWED IN 2018 CURRENT BOARD STRUCTURE Nomination, 1st appoin- Audit Compensation Ethics & Name Age Independent tment Committee committee Governance Committee Pierre Pasquier 82 1968 x Eric Pasquier 47 2014 Sopra GMT (Kathleen Clark-Bracco) 50 2014 x Chairman Eric Hayat 77 2014
Slide 22: Other 2018 Resolutions: Ex Post Say on Pay
OTHER 2018 RESOLUTIONS EX POST SAY ON PAY • Chairman • No variable compensation • CEO • Variable compensation = 190 k€ corresponding to 63% of the objectives • Quantitative objective = 50% • Qualitative objectives • 100% for 3 objectives • 60% for 1 objective 22 Governance road show – March 2018
Slide 23: Key Figures for 2017
KEY FIGURES FOR 2017 Revenue Operating profit on business Net profit – Group share activity €3,845.4m €329.8m €171.4m i.e. organic growth* of 3.5% i.e. 8.6% of revenue i.e. 4.5% of revenue 4.6% growth on a constant exchange rate basis up 9.5% relative to 31/12/2016 up 14.0% relative to 31/12/2016 Fr
Slide 24: Sopra Steria at 31/12/2017
SOPRA STERIA AT 31/12/2017 A EUROPEAN LEADER IN DIGITAL TRANSFORMATION Top 5 European digital services Top 10 operating in Europe companies 41,000+ Operations in End-to-end 2017 revenue of €3.8bn employees more than 20 countries approach Revenue to 31/12/2017 Rest of the World Business Process Servi
Slide 25: Sopra Steria Historical Performance
SOPRA STERIA HISTORICAL PERFORMANCE 3845 3741 3584 3370 Revenue (€m) Operating profit on business activity (€m) 1349 1216 1050 964 958 912 856 781 672 556 37 47 63 76 82 65 86 93 110 109 231 246 301 329 2014 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2015 2016 2017 Pro forma** Total growth 23
Slide 26: Historical Net Profit & Dividend
HISTORICAL NET PROFIT & DIVIDEND 3 150 Net profit attributable to Axway (€m) 2,4 2,5 130 Net profit 2,2 attributable to the Group (€m) 110 1,9 1,9 1,9 2 Dividend (€) 1,7 1,7 1,65 1,65 90 Axway spin off 1,35 1,5 8 June 2011, Sopra Group AGM approved 70 8 the distribution by Sopra Group to its 1,1 sha