Sopra Group. Minutes of the Combined General Meeting of 13 June 2013

Transcription

1 Disclaimer This dcument is a free translatin int English f the riginal French press release. It is nt a binding dcument. In the event f a cnflict in interpretatin, reference shuld be made t the French versin, which is the authentic text. Spra Grup A French Sciété Annyme (limited cmpany) with share capital f 11,893, RCS Annecy Registered Office: PAE Les Glaisins, Annecy-le-Vieux Minutes f the Cmbined General Meeting f 13 June 2013 In the year tw thusand and thirteen, n the thirteenth f June, at tw thirty in the afternn, the Cmpany s sharehlders met in a Cmbined General Meeting at Hôtel Le Meurice, 228 rue de Rivli, F Paris, as duly cnvened by the Bard f Directrs. An attendance sheet was drawn up and initialled by each individual present upn entering the Meeting, whether in his/her wn name r as prxy. As Chairman f the Bard f Directrs, Pierre Pasquier chaired the Meeting. The tw sharehlders in attendance at the Meeting representing, in their wn right and as prxy, the largest number f vtes Françis Odin, representing Spra GMT, and Franck Harel, representing Caravelle and indicating their acceptance f such duties, were appinted as vte tellers. Christphe Bastelica, Secretary f Spra Grup s Bard f Directrs, was selected t serve as secretary fr the Meeting. The attendance sheet, certified as accurate and genuine by the fficers f the Meeting thus cnstituted, supprts the bservatin that the sharehlders wh were physically present r represented at the Meeting r wh vted by mail, held shares t which were attached vting rights, ut f a ttal f 11,883,360 shares carrying vting rights. As the qurum was reached, since mre than ne-quarter f the ttal vting shares were represented, the Meeting was deemed t be validly cnstituted and thus able t discuss and decide upn all items n its agenda. The Chairman submitted the fllwing dcuments t the fficers f the Meeting, making them available t sharehlders: the latest versin f the Cmpany s Articles f Assciatin, the attendance sheet fr the Meeting, prxy frms fr sharehlders represented by prxy as well as all mail-in ballts received, a cpy f the cnvening letter, a cpy f the legal gazette cntaining the cnvening ntice, a cpy f the cnvening ntice, as published in the Bulletin d annnces légales bligatires (BALO), the individual cmpany and cnslidated financial statements fr the year ended 31 December 2012, tgether with the ther dcuments required by law, the five-year financial summary, the reprts f the Bard f Directrs submitted t the General Meeting, 1

2 the reprt f the Chairman f the Bard f Directrs n crprate gvernance, internal cntrl and risk management prcedures, the reprts f the Statutry Auditrs, the prpsed reslutins submitted t the Meeting. Next, the Chairman infrmed the Meeting that the individual cmpany and cnslidated financial statements, the reprts f the Bard f Directrs and f the Chairman, the reprts f the Statutry Auditrs, the list f sharehlders, the prpsed reslutins submitted t the Meeting as well as all ther dcuments and infrmatin required by law and the Articles f Assciatin were made available t sharehlders at the Cmpany s registered ffice as frm the date f publicatin f the cnvening ntice fr the Meeting. The Meeting placed this infrmatin n recrd. Finally, The Chairman infrms the Meeting that the Cmpany has nt received any written request t add items t the agenda fr the Meeting r table additinal draft reslutins. In additin, n written questins have been received fr discussin. The Chairman then reminded sharehlders that the General Meeting had been called fr them t decide n the fllwing agenda: Requiring the apprval f the Ordinary General Meeting Apprval f the Spra Grup SA individual cmpany financial statements fr the year ended 31 December 2012 Granting f final discharge t the members f the Bard f Directrs Apprval f nn-deductible expenses. Apprval f Spra Grup s cnslidated financial statements fr the financial year ended 31 December Apprpriatin f earnings. Apprval f a change in the term f the framewrk agreement fr assistance cncluded with Spra GMT. Apprval f cmmitments under Article L f the French Cmmercial Cde entered int n behalf f Pascal Lery. Apprval f agreements gverned by Article L et seq. f the French Cmmercial Cde. Setting f directrs fees. Authrisatin given t the Bard f Directrs t allw Spra Grup t acquire its wn shares under Article L f the French Cmmercial Cde. Requiring the apprval f the Extrardinary General Meeting Delegatin f authrity given t the Bard f Directrs t issue warrants t subscribe t and/r acquire redeemable shares (BSAARs) t emplyees r fficers f the Cmpany r any f its affiliated undertakings, with pre-emptive subscriptin rights Cnditins fr this delegatin f authrity. Delegatin f authrity given t the Bard f Directrs t decide t carry ut capital increases reserved fr emplyees f the Cmpany r ther cmpanies within the Grup wh are members f an emplyee savings plan, withut pre-emptive subscriptin rights Cnditins fr this delegatin f authrity. Pwers required t carry ut frmalities. We hereby infrm yu that the reslutins submitted fr the apprval f the Extrardinary General Meeting require a majrity f tw-thirds f the vtes f the sharehlders present r represented by prxy hlders. Thse submitted fr the apprval f the Ordinary General Meeting require a majrity f the vtes f the sharehlders present r represented by prxy hlders. The Chairman then read ut the reprts f the Bard and had the reprts f the Statutry Auditrs and transfer auditr als read ut. 2

3 After these reprts had been read ut, the Chairman pened the discussin and answered questins raised by sharehlders. Then, as n-ne wished t take the flr, the Chairman successively put the fllwing reslutins t the vte f sharehlders: Reslutins presented fr the apprval f the Ordinary General Meeting First reslutin (Apprval f the Spra Grup SA individual financial statements fr the year ended 31 December 2012 and the granting f final discharge t members f the Bard f Directrs Apprval f nn-deductible expenses.) The General Meeting, having reviewed the management reprt f the Bard f Directrs, the reprt f the Chairman f the Bard f Directrs relating t crprate gvernance and internal cntrl pursuant t Article L f the French Cmmercial Cde and the reprts f the Statutry Auditrs, apprves the individual financial statements fr the year ended 31 December 2012, as presented t the Meeting, shwing a prfit f 34,841, It als apprves the transactins reflected in these financial statements and summarised in the afrementined reprts. It cnsequently gives the members f the Bard f Directrs full and uncnditinal discharge frm their duties fr the said financial year. The General Meeting als apprves the expenses incurred during the year that are nt deductible fr tax purpses, cvered by Article 39-4 f the French Tax Cde, amunting t 131,553, and the crrespnding tax charge f 47,491. This reslutin was adpted by 10,250,404 vtes FOR, 580 vtes AGAINST and 57 ABSTENTIONS. Secnd reslutin (Apprval f Spra Grup s cnslidated financial statements fr the year ended 31 December 2012.) The General Meeting, having reviewed the management reprt f the Bard f Directrs and the reprt f the Statutry Auditrs, apprves the cnslidated financial statements fr the year ended 31 December 2012, which shw a cnslidated net prfit (Grup share) f 55,599,865, as well as the transactins reflected in these financial statements and/r summarised in the afrementined management reprt. This reslutin was adpted by 10,224,480 vtes FOR, 26,549 vtes AGAINST and 12 ABSTENTIONS. Third reslutin (Apprpriatin f earnings) The General Meeting ntes that Spra Grup s prfit available fr distributin, determined as fllws, is 34,876,824.50: Prfit fr the year 34,841, Retained earnings: dividends nt paid n treasury shares 35, TOTAL 34,876,

4 In cnsideratin f the cnslidated net prfit (Grup share) amunting t 55,599,865 and the legal reserve, nw amunting t 10% f the share capital ( 1,189,348.60), the General Meeting decides t apprpriate the prfit available fr distributin in the fllwing manner: Legal reserve 0 Dividend 20,218, Discretinary reserves 14,657, TOTAL 34,876, As the number f shares cmprising the share capital at 31 December 2012 was 11,893,486, the dividend allcated per share will be This dividend will be payable as frm 24 June In accrdance with tax regulatins in frce, this dividend payment entitles individual sharehlders with tax residence in France t a 40% reductin in tax liability, in relatin t the entire dividend amunt, fr the calculatin f incme tax (Article f the French Tax Cde). Furthermre, fr these same individuals having their tax residence in France and pursuant t applicable tax regulatins, this dividend will als give rise, n a cumulative basis, excluding shares held in a PEA (plan d épargne en actins, a French persnal equity plan), t: a 21% withhlding tax, which is subject t incme tax reprting requirements. This deductin frm the grss dividend amunt has the status f a prvisinal payment. The amunt fr which the taxpayer is ultimately liable will be adjusted when the incme tax return fr 2013 is filed, depending n the husehld s ther surces f incme. Any sharehlder whse husehld has taxable incme lwer than the threshld (in respect f 2011 incme) f 50,000 (single persn) r 75,000 (cuple filing jintly) may request an exemptin frm this withhlding tax by sending a handwritten affidavit (n later than 31 March 2013 fr dividends payable in 2013 in respect f the 2012 financial year); scial charges f 15.5%, including 5.1% crrespnding t the deductible prtin f the CSG (cntributin sciale généralisée, r general scial security cntributin), als deducted at surce. The fllwing amunts were distributed as dividends in respect f the previus three financial years: (In eurs) Ttal dividend 9,402, ,483, ,597, Number f dividend bearing shares 11,752,543 11,853,945 11,893,486 Dividend paid This reslutin was adpted by 10,249,726 vtes FOR, 578 vtes AGAINST and 737 ABSTENTIONS. Furth reslutin (Apprval Apprval f the change in the term f the framewrk agreement fr assistance cncluded with Spra GMT.) The General Meeting, having reviewed the special reprt f the Statutry Auditrs n agreements cvered by Article L f the French Cmmercial Cde and f the prpsed change in the term f the framewrk agreement fr assistance cncluded with Spra GMT, apprves this change as well as the cnclusins f the afrementined reprt referring t this agreement. This reslutin was adpted by 6,291,883 vtes FOR, 277,807 vtes AGAINST and 59 ABSTENTIONS, it being understd that sharehlders with a persnal interest in apprving the agreement did nt take part in the vte. Fifth reslutin (Apprval f cmmitments under Article L f the French Cmmercial Cde entered int n behalf f Pascal Lery.) The General Meeting, having reviewed the special reprt f the Statutry Auditrs n agreements cvered by Article L f the French Cmmercial Cde, apprves, in accrdance with the prvisins f Article L f the French Cmmercial Cde, the agreement relating t cmmitments entered int n behalf f Pascal Lery as well as the cnclusins f the afrementined reprt referring t this agreement. This reslutin was adpted by 9,653,629 vtes FOR, 596,702 vtes AGAINST and 710 ABSTENTIONS, it being understd that sharehlders with a persnal interest in apprving the agreement did nt take part in the vte. 4

5 Sixth reslutin (Apprval f agreements cvered by Article L et seq. f the French Cmmercial Cde.) The General Meeting, having reviewed the special reprt f the Statutry Auditrs n agreements cvered by Article L f the French Cmmercial Cde, apprves in a general manner the cnclusins f the afrementined reprt as well as the agreements and cmmitments referred t in this reprt. This reslutin was adpted by 6,507,646 vtes FOR, 287,365 vtes AGAINST and 83 ABSTENTIONS, it being understd that sharehlders with a persnal interest in apprving the agreement did nt take part in the vte. Seventh reslutin (Setting f directrs fees) The General Meeting sets at 250,000 the amunt f directrs fees t be allcated between the members f the Bard f Directrs fr the current financial year. This reslutin was adpted by 10,249,483 vtes FOR, 853 vtes AGAINST and 705 ABSTENTIONS. Eighth reslutin (Authrisatin given t the Bard f Directrs t allw Spra Grup t acquire its wn shares under Article L f the French Cmmercial Cde.) Pursuant t the prvisins f Articles L et seq. f the French Cmmercial Cde and in accrdance with Title IV, Bk II f the General Regulatin f the AMF and its implementing instructins, the General Meeting authrises the Bard f Directrs, with the ptin t sub-delegate this authrity, t buy back shares in the Cmpany, n ne r mre ccasins and as and when it sees fit, up t a maximum f 10% f the ttal number f shares representing the Cmpany s share capital i.e. 1,189,348 shares. This authrisatin is given fr a perid f eighteen mnths as frm this General Meeting, and terminates the authrisatin given t the Bard f Directrs at the Ordinary General Meeting f 19 June The General Meeting decides that shares may be bught back fr the fllwing purpses: in rder t btain market-making services t be rendered by an investment services prvider acting in cmplete independence under the terms f a liquidity cntract cncluded in cmpliance with the Cde f Ethics f the Assciatin Française des Entreprises d Investissement (AFEI) recgnised by the AMF; t cver share purchase ptin plans fr Grup emplyees r senir executives under the cnditins and in accrdance with the prcedures stipulated by law; t retain the shares bught back in rder t exchange them r present them as cnsideratin at a later date fr a merger, spinff, cntributin f assets and, where applicable, fr external grwth transactins; t cede the shares in the Cmpany, upn the exercise f the rights attached t securities giving access t the Cmpany s share capital thrugh redemptin, cnversin, exchange, presentatin f warrants r any ther means; t implement any market practice that wuld cme t be accepted by the AMF, and in general, t perfrm any peratin that cmplies with regulatins in frce. The maximum price at which shares may be bught back is set t 100 which, given the current number f shares making up 10% f the Cmpany s share capital, results in a maximum ttal price f 118,934,800. Shares may be bught back by any means, such as n the stck market r ver the cunter, including blck purchases r thrugh the use f derivatives, at any time, even when a public tender ffer is under way, subject t cmpliance with regulatins in frce. The General Meeting cnfers all pwers upn the Bard f Directrs, including the ptin t sub-delegate these pwers, in rder t implement this authrisatin, t determine the cnditins and prcedures fr this implementatin, t make the necessary adjustments, t cnclude any and all agreements, t carry ut all frmalities and file all declaratins with the AMF, and generally t take any and all ther actins required. This reslutin was adpted by 8,920,580 vtes FOR, 1,329,725 vtes AGAINST and 736 ABSTENTIONS. 5

6 Reslutins presented fr apprval f the Extrardinary General Meeting Ninth reslutin (Delegatin f authrity t the Bard f Directrs t issue warrants t subscribe fr and/r acquire redeemable shares (BSAARs) t emplyees r fficers f the Cmpany r any f its affiliated undertakings, withut pre-emptive subscriptin rights Definitin f the cnditins fr this delegatin f authrity.) The General Meeting, having reviewed the reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs and in accrdance with the prvisins f Articles L et seq., L et seq. and L f the French Cmmercial Cde: delegates the authrity t the Bard f Directrs, with the ptin t sub-delegate this authrity, t decide upn the issue, in ne r several stages, f warrants t subscribe fr and/r acquire redeemable shares (BSAAR); decides that this delegatin f authrity may nt give access t a ttal number f shares representing mre than 2% f the Cmpany s share capital at the time f the grant decisin taken by the Bard f Directrs, with the understanding that this ceiling shall be increased by any additinal number f shares issued in rder t preserve, in accrdance with the law r any applicable cntractual agreement, the rights f hlders f securities giving access t shares; decides, in accrdance with the prvisins f Article L f the French Cmmercial Cde, t exclude the pre-emptive right f existing sharehlders t subscribe t these warrants (BSAARs) and t reserve this right fr any emplyees and/r fficers f the Cmpany r f any f its French and freign subsidiaries. As such, the General Meeting cnfers all pwers upn the Bard f Directrs t determine a list f persns authrised t subscribe fr BSAARs (hereinafter referred t as the Beneficiaries ) as well as the maximum number f BSAARs that may be subscribed by each; cnfers all pwers upn the Bard f Directrs t: determine all f the characteristics f the BSAAR, in particular their subscriptin price, which will be calculated, in cnsultatin with an independent expert, n the basis f criteria having an impact n this value, primarily exercise price, hlding perid, exercise perid, trigger threshld and redemptin perid, interest rate, dividend distributin plicy, price and vlatility f the cmpany s share, as well as the issue prcedures and the terms and cnditins f the issue agreement, determine the subscriptin r acquisitin price f shares btained thrugh the exercise f BSAARs, with the understanding that each BSAAR will cnfer the entitlement t subscribe fr (r acquire) ne share in the Cmpany at a price at least equal t 120% f the average clsing price fr the cmpany s share ver the twenty trading days preceding the date n which all f the terms and cnditins fr the BSAARs and the prcedures fr their issue are decided; takes nte that, as required by the last paragraph f Article L f the French Cmmercial Cde, the decisin t issue BSAARs will entail the autmatic waiver by sharehlders in favur f the beneficiaries f these warrants f their preemptive right t subscribe fr the shares t be issued via the exercise f BSAARs; cnfers all pwers upn the Bard f Directrs, with the ptin t sub-delegate these pwers as prvided by legal and regulatry prvisins, t take all measures, cnclude all agreements and carry ut all frmalities required fr the issue f these BSAARs, recgnise the resulting capital increases, make the cnsequential amendments t the Articles f Assciatin, and amend, if deemed necessary (subject t the apprval f the BSAAR beneficiaries), the issue agreement fr the BSAARs; in accrdance with Article L f the French Cmmercial Cde, the Bard f Directrs will prepare and submit a supplementary reprt t the next General Meeting relating the cnditins under which this authrisatin will have been used; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f eighteen mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 9,218,428 vtes FOR, 1,031,902 vtes AGAINST and 711 ABSTENTIONS. 6

7 Tenth reslutin (Delegatin f authrity t the Bard f Directrs t carry ut a capital increase reserved fr emplyees f the Cmpany r any ther affiliated undertakings wh are members f a cmpany savings plan, withut pre-emptive subscriptin rights Definitin f the cnditins fr this delegatin f authrity.) The General Meeting, having reviewed the reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs, and pursuant t the prvisins f Articles L et seq. f the French Labur Cde and Articles L and L f the French Cmmercial Cde and in accrdance with the prvisins f that same cde: delegates the authrity t the Bard f Directrs, fr a perid f twenty-six mnths with effect frm the date f this General Meeting, t decide t carry ut ne r mre capital increases, by issuing shares r securities giving access t the Cmpany s share capital, reserved fr members f an emplyee savings plan ffered by a French r freign cmpany affiliated with the Cmpany under the cnditins set ut in Article L f the French Cmmercial Cde and Article L f the French Labur Cde; decides t exclude, in favur f emplyees enrlled in an emplyee savings plan, the pre-emptive right f existing sharehlders t subscribe t shares r securities giving access t the Cmpany s share capital such as may be issued under this authrisatin; decides that this delegatin f authrity may nt give access t a ttal number f shares representing mre than 2% f the Cmpany s share capital at the time f the grant decisin taken by the Bard f Directrs, with the understanding that this ceiling shall be increased by any additinal number f shares issued in rder t preserve, in accrdance with the law r any applicable cntractual agreement, the rights f hlders f securities giving access t shares; decides t set the maximum discunt ffered in cnnectin with an emplyee savings plan, which applies t the subscriptin price f securities issued pursuant t this authrisatin, at 5% f the average pening price f the Cmpany s shares n the Eurlist frm Eurnext market ver the twenty trading days preceding the date f the decisin determining the pening date f the subscriptin perid. Hwever, the General Meeting expressly authrises the Bard f Directrs t reduce the afrementined discunt, within legal and regulatry limits; cnsequently cnfers all pwers upn the Bard f Directrs, with the ptin t sub-delegate these pwers under the cnditins laid dwn in law, t put this authrisatin int effect subject t the limits and cnditins set ut abve, in particular s as t: determine the characteristics f securities t be issued and the prpsed amunt f any subscriptins and, in particular, determine their issue prices, dates and perids, and the terms and cnditins f subscriptin, payment, delivery and vesting f securities, in accrdance with applicable legal and regulatry limits, if applicable, charge any expenses incurred in cnnectin with capital increases against premiums pertaining t thse capital increases, and deduct frm thse premiums any amunts required t bring the legal reserve up t ne tenth f the new ttal amunt f share capital resulting frm each capital increase, certify the cmpletin f capital increases up t the value f shares actually subscribed r f ther securities issued under the terms f this authrisatin, enter int any agreements and, either directly r via an agent, cmplete all prcedures and frmalities, including frmalities subsequent t capital increases and cnsequential amendments t the Articles f Assciatin and, mre generally, take all necessary steps; in general terms, enter int any agreement, including in particular agreements t ensure that planned issues are successfully cmpleted, take any steps and cmplete any frmalities required fr the issuance, listing and financial servicing f securities issued under the terms f this authrisatin and fr the exercise f any assciated rights; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twentysix mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 10,246,721 vtes FOR, 4,300 vtes AGAINST and 20 ABSTENTIONS. 7

8 Eleventh reslutin (Pwers required t carry ut frmalities.) The General Meeting gives full authrity t the bearer f an riginal r cpy f the minutes f this Meeting t carry ut all legally required frmalities. This reslutin was adpted by 10,224,404 vtes FOR, 26,549 vtes AGAINST and 88 ABSTENTIONS. * * * These minutes were drawn up and, after they had been read, were signed by the Chairman, the scrutineers and the secretary. Pierre Pasquier, Chairman Scrutineers P / Spra GMT Françis Odin P / Caravelle Franck Harel Secretary Christphe Bastelica 8