Sopra Steria Group SA · EURONEXT:SOP
Sopra Steria Group SA — Shareholder Meeting (June 2020)
67 slides from Sopra Steria Group SA's shareholder meeting presentation, Jun 9, 2020
Slide 1: Annual General Meeting 2020
Annual General Meeting 2020 PARIS, 9 JUNE 2020
Slide 2: Forward looking statements
Forward looking statements This document contains forecasts in respect of which there are risks and uncertainties concerning Sopra Steria’s future growth and profitability. The Group highlights the fact that the signature of licence contracts, which often represent investments for clients, are more
Slide 3: Annual General Meeting Summary
Annual General Meeting Summary 01 Annual General Meeting Agenda 02 Board of Directors’ Report - 2019 financial statements and operational situation 03 Auditors’ Reports 04 Question and answer session 05 Voting results for the proposed resolutions 06 Closing 3 2020 Annual General Meeting – 09/06/2019
Slide 4: AGENDA (1/7)
AGENDA (1/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Ordinary General Meeting 1. Approval of the parent company financial statements for the financial year ended 31 December 2019; approval of non-deductible expenses; 2. Approv
Slide 5: AGENDA (2/7)
AGENDA (2/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Ordinary General Meeting 7. Approval of the compensation policy for the Chairman, as presented in the Report on corporate governance pursuant to Article L. 225-37-2 of the F
Slide 6: AGENDA (3/7)
AGENDA (3/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Extraordinary General Meeting 12. Authorisation given to the Board of Directors, for a period of 26 months, to retire any shares that the Company may have acquired under the
Slide 7: AGENDA (4/7)
AGENDA (4/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Extraordinary General Meeting 15. Delegation of authority to the Board of Directors to decide, for a period of 26 months, to increase the Company’s share capital, with the d
Slide 8: AGENDA (5/7)
AGENDA (5/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Extraordinary General Meeting 18. Delegation of authority to the Board of Directors for a period of 26 months to issue ordinary shares and/or negotiable securities giving ac
Slide 9: AGENDA (6/7)
AGENDA (6/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Extraordinary General Meeting 21. Delegation of powers to the Board of Directors, for a period of 26 months, to decide to increase the share capital, without preemptive subs
Slide 10: AGENDA (7/7)
AGENDA (7/7) Notice published in the “Bulletin des Annonces Légales Obligatoires” on 20 May 2020 Requiring the approval of the Ordinary General Meeting 24. Renewal of the term of office of Sylvie Rémond as Director for a period of three years; 25. Renewal of the term of office of Jessica Scale as Di
Slide 11: Annual General Meeting Summary
Annual General Meeting Summary 01 Annual General Meeting Agenda 02 Board of Directors’ Report - 2019 financial statements and operational situation 03 Auditors’ Reports 04 Question and answer session 05 Voting results for the proposed resolutions 06 Closing 11 2020 Annual General Meeting – 09/06/201
Slide 12: 2019 results
2019 results 12 2020 Annual General Meeting – 09/06/2019
Slide 13: Sopra Steria at 31/12/2019
Sopra Steria at 31/12/2019 A European leader in digital transformation Among the top 5 European digital services companies Among the top 10 operating in Europe 2019 revenue 46,000 Operations in End-to-end of €4.4bn employees 25 countries approach Revenue to 31/12/2019 2% 11% 11% 3% 24% 29% 6% 16% 4%
Slide 14: Satisfactory 2019 results
Satisfactory 2019 results Despite a difficult situation in late 2018, targets for full-year 2019 were met Operating Organic margin on Free cash revenue business flow growth activity Between 4% and 6% Slight improvement In excess of €150m Revised upward to between 6.3% and 6.5% Reinforcement of the G
Slide 15: Key figures for 2019
Key figures for 2019 Financial performance Revenue Operating profit on business Net profit attributable to the activity Group €4,434.0m €354.3m €160.3m equating to organic grow th* of 6.5% i.e. 8.0% of revenue up 28.1% Free cash flow Net financial debt UK pension fund deficit net of tax €229.3m €513
Slide 16: Key figures for 2019: non-financial performance
Key figures for 2019 Non-financial performance Net change in workforce More women in the workforce(2) Reduction of GHG(1) in 2019 +2,131 pers. 32.0% - 10.8 % I n 2019 vs 31.6% for financial year 2018 Per em ployee Employee turnover More women hired(2) Cumulative reduction of GHG(1) since 2015 17.7%
Slide 17: Operating performance by reporting unit
Operating performance by reporting unit Operating profit on business Revenue activity 2018 Organic 2019 2019 2018 Restated* growth (€m) (% of Rev.) (% of Rev.) (€m) (%) France 1,813.1 1,699.6 + 6.7% 9.7% 9.1% United Kingdom 771.5 719.0 + 7.3% 7.3% 5.7% Other Europe 1,152.9 1,075.4 + 7.2% 6.7% 8.1% S
Slide 18: France
France Improved performance in line with medium-term forecasts 2019 2018 France (€m) (% of Rev.) (€m) (% of Rev.) Revenue 1,813.1 1,699.5 Organic growth (%) + 6.7% Operating profit on business activity 175.5 9.7% 155.4 9.1% Profit from recurring operations 167.2 9.2% 139.2 8.2% Operating profit 156.
Slide 19: United Kingdom (UK)
United Kingdom (UK) Improved performance driven by two public-sector joint ventures 2019 2018 United Kingdom (€m) (% of Rev.) (€m) (% of Rev.) Revenue 771.5 783.1 pact o S3 o d Organic growth (%) + 7.3% Operating profit on business activity 56.1 7.3% 45.0 5.7% Profit from recurring operations 43.8 5
Slide 20: Other Europe
Other Europe Cyclical slowdown 2019 2018 Other Europe (€m) (% of Rev.) (€m) (% of Rev.) Revenue 1,152.9 997.1 Organic growth (%) + 7.2% Operating profit on business activity 77.4 6.7% 80.4 8.1% Profit from recurring operations 73.0 6.3% 74.9 7.5% Operating profit 66.1 5.7% 68.5 6.9% Robust growth in
Slide 21: Sopra Banking Software (SBS)
Sopra Banking Software (SBS) A satisfactory year in a difficult climate 2019 2018 Sopra Banking Software (€m) (% of Rev.) (€m) (% of Rev.) Revenue 438.9 373.7 Organic growth (%) + 2.9% Operating profit on business activity 4.9 1.1% -13.3 -3.6% Profit from recurring operations -8.9 -2.0% -24.2 -6.5%
Slide 22: Other Solutions
Other Solutions Solid performance 2019 2018 Other Solutions (€m) (% of Rev.) (€m) (% of Rev.) Revenue 257.5 241.8 Organic growth (%) + 6.0% Operating profit on business activity 40.3 15.7% 40.4 16.7% Profit from recurring operations 39.1 15.2% 38.4 15.9% Operating profit 35.9 14.0% 36.5 15.1% Robust
Slide 23: Income statement
Income statement Financial year 2019 23 2020 Annual General Meeting – 09/06/2019
Slide 24: Continued improvement in cash generation
Continued improvement in cash generation Higher cash conversion rate Cash conversion rate Days Sales Outstanding (DSO) (3) excluding non-recurring items FCF(1) / OP(2) 70 days 50% 51% 68 days 43% 41% 61 days 20% 55 days 2015 2016 2017 2018 2019 2016 2017 2018 2019 (1) Free cash flow adjusted for non
Slide 25: Solid financial position at 31/12/2019
Solid financial position at 31/12/2019 Available undrawn facilities: €1.1bn Equity i.e. 61% of authorised am ount (1) €1,422.2m Net financial debt €513.9m EBITDA leverge : 1.26x Maturities • Bank borrowing facilities : 2023 • Bond : 2026 et 2027 Note: Assuming a constant amount of commercial paper (
Slide 26: Simplified balance sheet
Simplified balance sheet 2019 under IFRS 16 and 2018 before IFRS 16 31/12/2019 31/12/2018 (€m) (€m) Goodwill 1,813.9 1,708.5 Allocated intangible assets 181.5 183.0 Other fixed assets 267.9 234.9 Right-of-use assets 320.4 - Equity-accounted investments 195.0 195.1 Fixed assets 2,778.8 2,321.5 Net de
Slide 27: 2020 outlook
2020 outlook 27 2020 Annual General Meeting – 09/06/2019
Slide 28: General context
General context Covid-19 Priority to health Reactivity and agility Resilience Balance between short-term and long-term decisions 28 2020 Annual General Meeting – 09/06/2019
Slide 29: Q1 2020 - Operating performance by reporting unit
Q1 2020 - Operating performance by reporting unit A limited impact of covid-19 Revenue Q1 2019 Organic Total Q1 2020 Restated* growth growth (€m) (€m) (%) (%) France 464.6 457.1 + 1.6% + 1.6% United Kingdom 181.3 177.8 + 1.9% - 15.1% Other Europe 326.9 301.3 + 8.5% + 22.2% Sopra Banking Software 105
Slide 30: Outlook
Outlook Half-Year revenue Due to the lack of visibility into the extent or duration of the health crisis related to the Covid-19 pandemic, it is not possible at this stage to draw up sufficiently reliable forecasts for the year H1 2020 organic revenue growth of between -2% and -6% Revenue 30 2020 An
Slide 31: Annual General Meeting Summary
Annual General Meeting Summary 01 Annual General Meeting Agenda 02 Board of Directors’ Report - 2019 financial statements and operational situation 03 Auditors’ Reports 04 Question and answer session 05 Voting results for the proposed resolutions 06 Closing 31 2020 Annual General Meeting – 09/06/201
Slide 32: Auditors’ reports
Auditors’ reports Statutory Auditors’ report on the consolidated and individual financial statements Statutory Auditors’ special report on regulated agreements and commitments 32 2020 Annual General Meeting – 09/06/2019
Slide 33: Annual General Meeting Summary
Annual General Meeting Summary 01 Annual General Meeting Agenda 02 Board of Directors’ Report - 2019 financial statements and operational situation 03 Auditors’ Reports 04 Question and answer session 05 Voting results for the proposed resolutions 06 Closing 33 2020 Annual General Meeting – 09/06/201
Slide 34: Annual General Meeting Summary
Annual General Meeting Summary 01 Annual General Meeting Agenda 02 Board of Directors’ Report - 2019 financial statements and operational situation 03 Auditors’ Reports 04 Question and answer session 05 Voting results for the proposed resolutions 06 Closing 34 2020 Annual General Meeting – 09/06/201
Slide 35: Information about proposed resolutions
Information about proposed resolutions Quorum and majority rules Ordinary General Meeting The resolutions submitted for the approval of the Ordinary General Meeting require a quorum of at least one fifth of the total voting shares and a majority of the votes of the shareholders present or represente
Slide 36: Shareholder attendance
Shareholder attendance Share Vote Total number of shares 20,547,701 Number of shares with voting rights 20,531,993 26,732,139 Quorum required OGM 1/5 4,106,399 Quorum required EGM 1/4 5,132,999 Number of shareholders in attendance or being represented (516) 75.70% 15,542,851 Number of votes in atten
Slide 37: Resolution 1
Resolution 1 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019; APPROVAL OF NON-DEDUCTIBLE EXPENSES. expressed votes In favor 20 891 078 99,81% Against 39 896 Abstention 40 686 Adopted Resolution 3
Slide 38: Resolution 2
Resolution 2 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019. expressed votes In favor 20 891 098 99,81% Against 39 896 Abstention 40 666 Adopted Resolution 38 2020 Annual General Meeting – 09/06/2
Slide 39: Resolution 3
Resolution 3 Requiring the approval of the Ordinary General Meeting APPROPRIATION OF 2019 EARNINGS. expressed votes In favor 20 968 439 99,99% Against 2 836 Abstention 385 Adopted Resolution 39 2020 Annual General Meeting – 09/06/2019
Slide 40: Resolution 4
Resolution 4 Requiring the approval of the Ordinary General Meeting APPROVAL OF DISCLOSURES AS PRESENTED IN THE REPORT ON CORPORATE GOVERNANCE PURSUANT TO ARTICLE L. 225-100 II OF THE FRENCH COMMERCIAL CODE. expressed votes In favor 20 689 357 98,66% Against 281 743 Abstention 560 Adopted Resolution
Slide 41: Resolution 5
Resolution 5 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS OF COMPENSATION MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR ALLOTTED TO PIERRE PASQUIER, CHAIRMAN, IN RESPECT OF THE YEAR ENDED 31 DECEMBER 2019. expressed
Slide 42: Resolution 6
Resolution 6 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS OF COMPENSATION MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR ALLOTTED TO VINCENT PARIS, CHIEF EXECUTIVE OFFICER, IN RESPECT OF THE YEAR ENDED 31 DECEMBER 201
Slide 43: Resolution 7
Resolution 7 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN, AS PRESENTED IN THE REPORT ON CORPORATE GOVERNANCE PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE. expressed votes In favor 20 874 977 99,54% Against 96 078 Absten
Slide 44: Resolution 8
Resolution 8 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER, AS PRESENTED IN THE REPORT ON CORPORATE GOVERNANCE PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE. expressed votes In favor 20 283 916 96,88% Agains
Slide 45: Resolution 9
Resolution 9 Requiring the approval of the Ordinary General Meeting APPROVAL OF THE COMPENSATION POLICY FOR THE DIRECTORS, AS PRESENTED IN THE REPORT ON CORPORATE GOVERNANCE PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE. expressed votes In favor 20 969 581 99,99% Against 1 474 Absten
Slide 46: Resolution 10
Resolution 10 Requiring the approval of the Ordinary General Meeting DECISION SETTING THE TOTAL AMOUNT OF COMPENSATION FOR THE DIRECTORS’ ACTIVITIES REFERRED TO IN ARTICLE L. 225-45 OF THE FRENCH COMMERCIAL CODE AT €500,000. expressed votes In favor 20 618 530 98,41% Against 332 946 Abstention 20 18
Slide 47: Resolution 11
Resolution 11 Requiring the approval of the Ordinary General Meeting AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS, FOR A PERIOD OF 18 MONTHS, TO ALLOW THE COMPANY TO BUY BACK ITS OWN SHARES PURSUANT TO ARTICLE L. 225-209 OF THE FRENCH COMMERCIAL CODE. expressed votes In favor 20 750 967 99,04% Ag
Slide 48: Resolution 12
Resolution 12 Requiring the approval of the Extraordinary General Meeting AUTHORISATION GIVEN TO THE BOARD OF DIRECTORS, FOR A PERIOD OF 26 MONTHS, TO RETIRE ANY SHARES THAT THE COMPANY MAY HAVE ACQUIRED UNDER THE TERMS OF SHARE BUYBACK PROGRAMMES AND TO REDUCE THE SHARE CAPITAL ACCORDINGLY. express
Slide 49: Resolution 13
Resolution 13 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, FOR A PERIOD OF 26 MONTHS, TO INCREASE THE COMPANY’S SHARE CAPITAL, WITH PRE-EMPTIVE RIGHTS FOR EXISTING SHAREHOLDERS, BY ISSUING ORDINARY SHARES AND/OR OTHER SECURI
Slide 50: Resolution 14
Resolution 14 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, FOR A PERIOD OF 26 MONTHS, TO INCREASE THE COMPANY’S SHARE CAPITAL, WITH THE DISAPPLICATION OF SHAREHOLDERS’ PRE-EMPTIVE RIGHTS FOR EXISTING SHAREHOLDERS, BY ISSUING
Slide 51: Resolution 15
Resolution 15 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, FOR A PERIOD OF 26 MONTHS, TO INCREASE THE COMPANY’S SHARE CAPITAL, WITH THE DISAPPLICATION OF PRE-EMPTIVE RIGHTS FOR EXISTING SHAREHOLDERS, BY ISSUING ORDINARY SHAR
Slide 52: Resolution 16
Resolution 16 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS, FOR A PERIOD OF 26 MONTHS, TO DETERMINE THE ISSUE PRICE FOR ORDINARY SHARES AND/OR OTHER SECURITIES GIVING ACCESS TO THE COMPANY’S SHARE CAPITAL AND/OR CARRYING ENTITLEMENT TO
Slide 53: Resolution 17
Resolution 17 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, FOR A PERIOD OF 26 MONTHS, WITH OR WITHOUT PRE-EMPTIVE RIGHTS FOR EXISTING SHAREHOLDERS, TO INCREASE THE NUMBER OF ORDINARY SHARES AND/OR OTHER SECURITIES GIVING ACC
Slide 54: Resolution 18
Resolution 18 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO ISSUE ORDINARY SHARES AND/OR NEGOTIABLE SECURITIES GIVING ACCESS TO THE COMPANY’S SHARE CAPITAL AND/OR CARRYING ENTITLEMENT TO THE COMPANY’S DEBT S
Slide 55: Resolution 19
Resolution 19 Requiring the approval of the Extraordinary General Meeting DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO ISSUE ORDINARY SHARES AND/OR NEGOTIABLE SECURITIES GIVING ACCESS TO THE COMPANY’S SHARE CAPITAL AND/OR CARRYING ENTITLEMENT TO THE COMPANY’S DEBT S
Slide 56: Resolution 20
Resolution 20 Requiring the approval of the Ordinary General Meeting - as an exception to the preceding DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS, FOR A PERIOD OF 26 MONTHS, TO DECIDE TO INCREASE THE COMPANY’S SHARE CAPITAL, THROUGH THE CAPITALISATION OF PREMIUMS, RESERVES, EARNINGS OR OTHER
Slide 57: Resolution 21
Resolution 21 Requiring the approval of the Extraordinary General Meeting DELEGATION OF POWERS TO THE BOARD OF DIRECTORS, FOR A PERIOD OF 26 MONTHS, TO DECIDE TO INCREASE THE SHARE CAPITAL, WITHOUT PREEMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS, VIA ISSUES TO PERSONS EMPLOYED BY THE COMPAN
Slide 58: Resolution 22
Resolution 22 Requiring the approval of the Extraordinary General Meeting AMENDMENT OF ARTICLE 14 OF THE ARTICLES OF ASSOCIATION expressed votes In favor 20 936 697 99,84% Against 34 324 Abstention 639 Adopted Resolution 58 2020 Annual General Meeting – 09/06/2019
Slide 59: Resolution 23
Resolution 23 Requiring the approval of the Extraordinary General Meeting ADJUSTMENTS TO BRING THE ARTICLES OF ASSOCIATION INTO LINE WITH THE NEW STATUTORY REQUIREMENTS. expressed votes In favor 20 937 234 99,84% Against 33 976 Abstention 450 Adopted Resolution 59 2020 Annual General Meeting – 09/06
Slide 60: Resolution 24
Resolution 24 Requiring the approval of the Ordinary General Meeting RENEWAL OF THE TERM OF OFFICE OF SYLVIE RÉMOND AS DIRECTOR FOR A PERIOD OF THREE YEARS. expressed votes In favor 19 873 308 94,77% Against 1 097 762 Abstention 590 Adopted Resolution 60 2020 Annual General Meeting – 09/06/2019
Slide 61: Resolution 25
Resolution 25 Requiring the approval of the Ordinary General Meeting RENEWAL OF THE TERM OF OFFICE OF JESSICA SCALE AS DIRECTOR FOR A PERIOD OF THREE YEARS. expressed votes In favor 20 884 987 99,59% Against 86 083 Abstention 590 Adopted Resolution 61 2020 Annual General Meeting – 09/06/2019
Slide 62: Resolution 26
Resolution 26 Requiring the approval of the Ordinary General Meeting APPOINTMENT OF NOËLLE LENOIR AS A NEW DIRECTOR FOR A TERM OF OFFICE OF TWO YEARS. expressed votes In favor 20 963 325 99,96% Against 7 745 Abstention 590 Adopted Resolution 62 2020 Annual General Meeting – 09/06/2019
Slide 63: Resolution 27
Resolution 27 Requiring the approval of the Ordinary General Meeting APPOINTMENT OF ANDRÉ EINAUDI AS A NEW DIRECTOR FOR A TERM OF OFFICE OF TWO YEARS. expressed votes In favor 20 964 575 99,97% Against 6 495 Abstention 590 Adopted Resolution 63 2020 Annual General Meeting – 09/06/2019
Slide 64: Resolution 28
Resolution 28 Requiring the approval of the Ordinary General Meeting POWERS GRANTED TO CARRY OUT ALL LEGAL FORMALITIES. expressed votes In favor 20 970 684 99,99% Against 596 Abstention 380 Adopted Resolution 64 2020 Annual General Meeting – 09/06/2019
Slide 65: Annual General Meeting Summary
Annual General Meeting Summary 01 Annual General Meeting Agenda 02 Board of Directors’ Report - 2019 financial statements and operational situation 03 Auditors’ Reports 04 Question and answer session 05 Voting results for the proposed resolutions 06 Closing 65 2020 Annual General Meeting – 09/06/201
Slide 66: Annexes
Annexes 66 2020 Annual General Meeting – 09/06/2019
Slide 67: Alternative performance measures
Alternative performance measures Restated revenue: Revenue for the prior year, expressed on the basis of the scope and exchange rates for the current year. Organic revenue growth: Increase in revenue between the period under review and restated revenue for the same period in the prior financial year