Sopra Steria Group Sa · EURONEXT:SOP
Sopra Steria Group Sa — Shareholder Meeting (December 2014)
22 slides from Sopra Steria Group Sa's shareholder meeting presentation, Dec 19, 2014
Slide 1: Extraordinary General Meeting of Shareholders
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Paris, 19 December 2014
Slide 2: Disclaimer
DISCLAIMER This presentation may contain forward-looking statements which are subject to certain risks and uncertainties regarding the Group’s future growth and profitability. As previously indicated, a higher proportion of licence agreements (often representing significant client investments) tend
Slide 3: Meeting Schedule
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 3 Extraordinary General Meeting – 19/12/2014
Slide 4: Agenda
AGENDA Extraordinary General Meeting – 19 December 2014 Report of the Board of Directors Reports of the Merger Auditors Reports of the Spin-off Auditors Merger-absorption of Groupe Steria by Sopra Steria Group Partial transfer of assets by Sopra Steria Group to Sopra HR Software correspond
Slide 5: Meeting Schedule: Update on the merger process
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 5 Extraordinary General Meeting – 19/12/2014
Slide 6: Update on the Merger Process
UPDATE ON THE MERGER PROCESS Main milestones required for successful merger: Success of the Public Exchange Offer Consultation with employee representative bodies on the proposed overall organisation of the new combined entity Approval by Extraordinary General Meetings of the proposed legal re
Slide 7: Meeting Schedule: Board of Directors' report
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 7 Extraordinary General Meeting – 19/12/2014
Slide 8: Proposed Organisational Structure of the New Group
BOARD OF DIRECTORS’ REPORT PROPOSED ORGANISATIONAL STRUCTURE OF THE NEW GROUP As indicated when the tie-up between the two groups was announced, and as confirmed in the information memorandum relating to the Public Exchange Offer, the proposal is to create a new legal structure for the group in Fran
Slide 9: Proposed Operations
BOARD OF DIRECTORS’ REPORT PROPOSED OPERATIONS The following operations are proposed for completion by 31 December 2014: merger-absorption of Groupe Steria by Sopra Steria Group; partial transfer of assets by Steria to Sopra Steria Services corresponding to its “Infrastructure Management, Securi
Slide 10: Proposed Operations
BOARD OF DIRECTORS’ REPORT PROPOSED OPERATIONS SOPRA STERIA Merger No. 1 GROUP Resolution 1 Merger No. 2 Resolution 3 90,42% Transfer of “Pléiades” HR GROUPE STERIA solutions Resolution 2 100% 100% 100% Transfer of SOPRA BANKING SOPRA HR Other subsidiaries STERIA “Advanced Payments” SOFTWARE SOFTWAR
Slide 11: New Organisation Post-Operations
BOARD OF DIRECTORS’ REPORT NEW ORGANISATION POST-OPERATIONS SOPRA STERIA GROUP Groupe Steria Steria SA 100% 100% 100% SOPRA BANKING SOPRA STERIA Other subsidiaries and SOPRA HR SOFTWARE SOFTWARE SERVICES* equity interests Advanced Pléiades HR Infrastructure Payments solutions Management * Subsidiary
Slide 12: Resolution: Merger-absorption of Groupe Steria by Sopra Steria Group
BOARD OF DIRECTORS’ REPORT INFORMATION ON THE PROPOSED RESOLUTIONS Resolution 1 – Merger-absorption of Groupe Steria by Sopra Steria Group Principal terms and conditions of the proposed merger Nature of the event under French law Merger-absorption via complete transfer of undertakings – Winding-up w
Slide 13: Resolution: Partial transfer of assets to Sopra HR Software
BOARD OF DIRECTORS’ REPORT INFORMATION ON THE PROPOSED RESOLUTIONS Resolution 2 - Partial transfer of assets by Sopra Steria Group to Sopra HR Software corresponding to its business line focusing on the development and distribution of human resources software solutions, known under the name “Pléiade
Slide 14: Resolution: Merger-absorption of Steria by Sopra Steria Group
BOARD OF DIRECTORS’ REPORT INFORMATION ON THE PROPOSED RESOLUTIONS Resolution 3 - Merger-absorption of Steria by Sopra Steria Group Principal terms and conditions of the proposed merger Nature of the event under French law Merger-absorption via complete transfer of undertakings – Winding-up without
Slide 15: Resolution: Powers required to carry out legal formalities
BOARD OF DIRECTORS’ REPORT INFORMATION ON THE PROPOSED RESOLUTIONS Resolution 4 – Powers required to carry out legal formalities 15 Extraordinary General Meeting – 19/12/2014
Slide 16: Meeting Schedule
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 16 Extraordinary General Meeting – 19/12/2014
Slide 17: Merger/Spin-off Auditors' Reports
MERGER/SPIN-OFF AUDITORS’ REPORTS Proposed merger-absorption of Groupe Steria by Sopra Steria Group Report on the value of the transfers to be made by Groupe Steria to Sopra Steria Group Report on the consideration for the transfers to be made by Groupe Steria to Sopra Steria Group Proposed part
Slide 18: Meeting Schedule: Discussion
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 18 Extraordinary General Meeting – 19/12/2014
Slide 19: Meeting Schedule: Voting on resolutions
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 19 Extraordinary General Meeting – 19/12/2014
Slide 20: Meeting Schedule: Closing
MEETING SCHEDULE 1|Agenda 2 2|Update on the merger process 4 3|Board of Directors’ report 6 4|Merger/Spin-off Auditors’ reports 15 5|Discussion 17 6|Voting on resolutions 19 7|Closing 27 20 Extraordinary General Meeting – 19/12/2014
Slide 21: Extraordinary General Meeting - Closing
EXTRAORDINARY GENERAL MEETING - CLOSING 21 Extraordinary General Meeting – 19/12/2014
Slide 22: Contacts
CONTACTS Financial Communication Team Kathleen Clark Bracco T. +33 (0)1 40 67 29 61 Olivier Psaume T. +33 (0)1 40 67 68 16 Sopra Steria Financial Communication Department 9 bis, rue de Presbourg – F-75116 Paris www.sopra.com www.steria.com 22 Extraordinary General Meeting – 19/12/2014
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