Sopra Steria - 2018 Registration document
SOPRA STERIA GROUP AND THE STOCK MARKET Shareholders’ agreements
6. Shareholders’ agreements
6.1. Agreement between Sopra GMT, the Pasquier and Odin families, and management A shareholders’ agreement constituting an action in concert was concluded, for a two-year term, on 7 December 2009 between the Pasquier and Odin family groups, Sopra GMT, Sopra Développement and a group of senior managers. It is automatically renewable for subsequent terms of two years. This agreement includes the following main provisions: p an undertaking by the parties to act in concert so as to implement shared strategies and, in general, to approve any significant decisions; p an undertaking by the parties to act in concert in connection with the appointment of the members of Sopra Steria Group’s management bodies and the renewal of these appointments, by which the senior managers agree to facilitate the appointment of any individuals proposed by the Pasquier and Odin family groups and Sopra GMT; p an undertaking by the parties to act in concert in order to ensure that they always jointly hold at least 30% of the capital and voting rights of Sopra Steria Group; p an undertaking by the parties to act in concert in connection with any proposed acquisition or disposal corresponding to more than 0.20% of the capital or voting rights of Sopra Steria Group; p an undertaking by the parties to act in concert in order to adopt a shared strategy in the event of any takeover bid relating to Sopra Steria Group shares; p a pre-emptive right to the benefit of the Pasquier and Odin family groups and Sopra GMT in the event of any disposal by (i) a senior manager of Sopra Steria Group shares (right of first refusal for Sopra GMT, right of second refusal for the Pasquier family group, right of third refusal for the Odin family group and right of fourth refusal for Sopra Développement) or by (ii) Sopra Développement of Sopra Steria Group shares (right of first refusal for Sopra GMT, right of second refusal for the Pasquier family group and right of third refusal for the Odin family group). The exercise price for the pre-emptive right shall be equal to (i) the price agreed between the transferor and the transferee in the event of an off-market transfer, (ii) the average share price over the ten trading days preceding the announcement of the disposal in the event of a sale on the market, or (iii) the value determined for the shares in the context of the transaction, in all other cases. The senior managers shall refrain from carrying out any transaction likely to entail the filing of a mandatory takeover bid. A rider to this agreement was signed on 14 December 2012, extending the agreement to include Sopra Executive Investments (SEI), a company created by a group of Sopra Group senior managers. The main provisions of the agreement remain unchanged, with SEI granted a pre-emptive right having the same ranking as that of Sopra Développement.
6.2. Agreement between Sopra GMT and Soderi Soderi is the company owned by Sopra Steria Group’s employee shareholders from the former Steria. For many years, Soderi has overseen the structures that manage these employees’ holdings. The chairman of the Supervisory Board of the FCPE Groupe Steriactions and the chairman of the UK-based Sopra Steria Employee Trust are members of Soderi’s Board of Directors. On 9 June 2014, Sopra GMT and Soderi entered into a shareholders’ agreement under which they declare that they are acting in concert vis-à-vis Sopra Steria Group. This shareholders’ agreement was entered into for an initial period of five years from the date of clearing and settlement of Sopra Group’s public exchange offer for Groupe Steria shares and will come to an end on 12 August 2019. The shareholders’ agreement mainly provides for the following undertakings: p an undertaking by Sopra GMT not to exercise its double voting rights at a General Meeting of Shareholders to approve a resolution not put forward or authorised by the Board of Directors; p an undertaking by both parties not to propose at a General Meeting of Shareholders draft resolutions not authorised by the Board of Directors, unless a takeover bid for Sopra Steria Group is filed; p an undertaking by Sopra GMT to confer with the representative of Soderi on the Board of Directors prior to any deliberation concerning certain important decisions (such as major deals affecting ownership, the Group’s activities or the annual presentation of the strategic plan to the Board of Directors). The agreement also includes other stipulations, particularly concerning employee shareholding, with the aim of: p encouraging employees to invest in the Group’s success through the most suitable mechanisms (investment and/or share ownership) to be discussed by the Board of Directors as and when the Group’s financial performance permits; and p working to define a new vehicle to bring together employee shareholders in the Group.
SOPRA STERIA REGISTRATION DOCUMENT 2018
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