Sopra Group becomes Sopra Steria Group

Regulatory News:

At its meeting held on 3 September chaired by Pierre Pasquier, Sopra’s (Paris:SOP) Board of Directors recorded the implementation of several resolutions conditionally approved by the shareholders at their General Meeting on 27 June 2014.

Following the success of the public exchange offer initiated by Sopra for the shares of Groupe Steria SCA (see press release dated 6 August 2014), Sopra’s Board of Directors recorded the implementation of the 25^th, 33^rd, 34^th, 35^th, and 36^th resolutions which had been conditionally approved, subject to the success of the merger, by the shareholders at their General Meeting on 27 June 2014.

The implementation of those resolutions results in:

• the commencement of the terms of office of directors Astrid Anciaux, Eric Hayat, François Enaud and Jean-Bernard Rampini;
• the change of the company’s name from Sopra Group to Sopra Steria Group.

The Board of Directors designated two of its members, François Odin and Eric Hayat, as Vice-Chairmen.

François Enaud was appointed Chief Executive Officer of Sopra Steria Group and will be supported in his duties by Vincent Paris, appointed Deputy CEO.

Sopra Steria Group also finalised a medium-term line of credit initially lasting 5 years but extendable to 7 years, for a total amount of €1.2 billion, giving the new combined entity the financial resources it needs to continue its development.

As previously indicated, the offer was reopened by the AMF from 18 August 2014 to 5 September 2014.

The information memorandum relating to the Public Exchange Offer (OPE) (AMF Visa n°14-322) and its reopening, together with the memorandum in response from Groupe Steria SCA (AMF Visa n°14-323) are available respectively on the websites of Sopra Group (www.sopra.com) and Groupe Steria (www.steria.com). These documents are also available on the website of the AMF (www.amf-france.org).

Indicative timetable of the Reopened Offer

12 September 2014: publication by the AMF of the final notice of result of the Reopened Offer

18 September 2014: settlement-delivery of the Reopened Offer

How to tender shares to the Reopened Offer

Steria shareholders who wish to tender their shares to the Reopened Offer can do so in one of two ways depending on how their shares are held:

• If you hold bearer shares (porteur) or administered registered shares (nominatif administré) in an account with a financial intermediary, you must submit to that financial intermediary, by the closing date of the Reopened Offer at the latest, an order to tender your shares to the Reopened Offer, using the template provided to you by the financial intermediary;
• If you hold pure registered shares (nominatif pur), you must return the participation form that will be mailed to you, indicating on it that you wish to tender your shares to the Reopened Offer. Your Steria shares will then be converted to administered registered form (nominatif administré) to enable you to participate in the Reopened Offer.

Steria shareholders may call the following free phone number with any questions about the Reopened Offer: 0800 91 72 24.

This press release was prepared for information purposes only. It does not constitute a public offering and is not for publication or distribution in countries other than France. The publication or distribution of this press release, the Offer and its acceptance may, in certain countries, be subject to specific regulation. Persons in possession of this press release are therefore required to enquire about, and comply with, any applicable local restrictions. Sopra disclaims all liability in the event of a breach by any person of applicable local rules.

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