Societe Generale confirms the launch of a Global Employee Share Ownership Programme
23 Mai 2023 - 10:03AM
Societe Generale confirms the launch of a Global Employee Share
Ownership Programme
SOCIETE
GENERALE CONFIRMS
THE LAUNCH
OF A GLOBAL
EMPLOYEE SHARE
OWNERSHIP
PROGRAMME
Press release
Paris, 23 May 2023
Societe Generale confirms the launch of a new
global employee share ownership programme allowing eligible current
employees and retired former employees of the Group to subscribe
for a capital increase reserved for them on preferential terms. The
subscription period for the share offer will take place from June
1st to 15th (inclusive).
The settlement-delivery of the shares should take place on 24
July 2023.
The terms of this transaction are described in
the information document provided below.
This transaction implements the 21st resolution
of the General Meeting held on 17 May 2022. The principle of this
operation, approved by the Board of Directors on 7 February 2023,
was made public in page 14 of the Board of Directors' report
published the 17 April 2023 on the resolutions submitted to the
General Meeting of 23 May 2023 and, before that, in the table of
financial authorisations provided in section 3.1.7 of the Universal
Registration Document dated 13 March 2023 which has been updated,
on page 33 of its first amendment dated 12 May 2023.
Press contacts:
Jean-Baptiste Froville_+33 1 58 98 68 00_
jean-baptiste.froville@socgen.comFanny
Rouby_+33 1 57 29 11 12_
fanny.rouby@socgen.com
23 May
2023
INFORMATION DOCUMENT
PROVIDED
FOR CURRENT EMPLOYEES AND
RETIRED FORMER EMPLOYEES
OF THE SOCIETE GENERALE GROUP PERTAINING
TO A CAPITAL INCREASE IN CASH TARGETING A MAXIMUM
OF
12,556,800
SHARES RESERVED FOR ELIGIBLE CURRENT EMPLOYEES AND
RETIRED FORMER EMPLOYEES PARTICIPATING IN
SOCIETE GENERALE GROUP COMPANY OR GROUP SAVINGS PLANS
2023
GROUP EMPLOYEE SHARE OWNERSHIP
PROGRAMME
|
This information document is available at Societe Generale’s
administrative office (17 cours Valmy - 92972 Paris-La Défense
Cedex), on its website and its intranet site, and was covered by a
press release dated 23 May 2023 distributed and published as
regulated information.This document is prepared in accordance with
the prospectus publication exemptions provided for in Article
1.4(i) and Article 1.5°(h) of Prospectus Regulation (EU) No.
2017/1129. It constitutes the document required to meet the
conditions for exemption from publication of a prospectus as
defined by said Prospectus Regulation, directly applicable in the
domestic law of each Member State of the European Union. |
MAIN CHARACTERISTICS OF THE CAPITAL
INCREASE IN CASH RESERVED FOR ELIGIBLE CURRENT EMPLOYEES
AND RETIRED FORMER EMPLOYEES
PARTICIPATING IN SOCIETE GENERALE GROUP
COMPANY OR GROUP SAVINGS PLANS
|
ISSUER |
Societe Generale, French public limited company (société
anonyme),Share capital: EUR 1,010,261,206.25Registered office: 29,
boulevard Haussmann - 75009 PARISParis Trade and Companies Register
No. 552 120 222 Euronext Paris - Compartment AOrdinary share ISIN
code: FR0000130809Share admitted to Deferred Settlement Service
. |
| Securities
offered |
The maximum overall nominal amount of the capital increase is set
at EUR 15,696,000, corresponding to the issue of 12,556,800
shares available for subscription in cash.The capital increase is
sub-divided into two (2) tranches using separate investment
vehicles, respectively accessible to separate entities or groups of
entities.The Societe Generale shares to be issued will be of the
same class and will be equivalent to Societe Generale shares
already admitted to trading on Euronext Paris (Compartment A). |
| Reasons for
the offer |
The 2023 Group Employee Share Ownership Programme falls within the
scope of the Societe Generale Group employee share ownership
policy, both in France and internationally, allowing beneficiaries
to become involved in the Group’s operations by participating,
through this investment, in the development of Societe Generale, by
expressing their voting rights and participating in the General
Meeting. |
| Terms of
subscription |
The shares will be available for subscription through employee
mutual fund (“FCPE”) in France and directly via the acquisition of
registered shares outside France.Method for determining the
subscription priceThe subscription price of EUR 17.63 is equal to
the arithmetic average of the 20 (twenty) volume-weighted average
prices recorded each day on the Euronext Paris regulated stock
market at the end of each of the 20 (twenty) trading sessions
preceding the morning of 23 May 2023 (date of the decision of the
Chief Executive Officer, setting the subscription period
and the subscription price and acting on the sub-delegation of
the Board of Directors at its meeting of 7 February 2023 using the
authorization granted to the Board by the twenty-first resolution
of the Combined General Meeting of 17 May 2022, with the
application of a 20% haircut. Duration of subscription periodThe
subscription period will begin on Thursday 1st June 2023 at
10:00 a.m. (Paris time) and will end on Thursday 15 June 2023
at 11:59 p.m. (Paris time). |
| |
Terms of subscription for sharesThe first tranche is subscribed
through the Employee Mutual Funds under Company or Group Savings
Plans. The second (2nd) tranche is directly subscribed by employees
under the International Group Savings Plan.Beneficiaries of the
offerThis offer is reserved for employees with seniority of at
least three (3) months, holding an employment contract in effect at
the end of the subscription period, broken down as follows:
- for the 1st
tranche, the beneficiaries of the Societe Generale Company Savings
Plan and the Group Savings Plan;
- for the 2nd
tranche, the beneficiaries of the International Group Savings
Plan.
|
| |
As regards the first tranche, former employees having left their
company after retiring, with this category including pre-retirees,
and having retained assets in the Company or Group Savings Plans,
may also take part in this reserved capital increase. |
| |
Subscription limitIn accordance with Article L. 3332-10 of the
French Labour Code, the total amount of payments made by
Beneficiaries (including payments into other Savings Plans) may not
exceed 25% of their gross annual remuneration received during the
year of subscription or, for Beneficiaries whose employment
contract is suspended and who received no remuneration for the year
of subscription, 25% of the annual limit provided for in Article L.
241-3 of the French Social Security Code. At its meeting of 7
February 2023, the Board of Directors decided that the total amount
of a given Beneficiary’s individual subscription (which may consist
of a voluntary payment, including the transfer of available assets,
as well as the net amounts of profit-sharing, incentive bonuses and
employer matching contribution (not applicable to retirees)) may
not exceed EUR 20,000.Employer matching contribution Employer
matching contribution rules are specific to each Company or Group
Savings Plan and each participating entity. |
| Transaction
timetable |
Subscription will be open from Thursday 1st June 2023 at 10:00 a.m.
(Paris time) to Thursday 15 June 2023 at 11:59 p.m. (Paris time).
The capital increase is scheduled for 24 July 2023. |
| Listing of
new shares |
Listing marketSociete Generale shares are listed on Euronext Paris
(deferred settlement service, continuous trading group A, ISIN code
FR0000130809). |
| |
Listing of new sharesThe listing of the new shares on Euronext
Paris will be requested immediately after the completion of the
capital increase (the listing should be effective on or around 26
July 2023). |
| General
information on new shares subject to a request for
admission to trading |
Rights attached to
shares issuedAs soon as they are created, the new shares will be
subject to all the provisions of the Issuer’s Articles of
Association and will bear dividends rights as of 1 January 2023. As
a result, they will be fully assimilated with the existing shares
and will entitle the shareholders of a public limited company to
the associated legal prerogatives. In particular, they will entitle
shareholders to ownership of the company’s assets and the
liquidation surplus, in a proportion equal to the percentage of
share capital they represent. Similarly, the dividend is
distributed to shareholders in proportion to their shareholding. A
double voting right, in proportion to the capital represented, is
allocated to all fully paid-up shares registered in the name of the
same shareholder, for at least two years, as well as to new
registered shares granted free of charge to a shareholder, in the
event of a capital increase through the incorporation of reserves,
profits or issue premiums, in respect of shares entitled thereto.In
accordance with Article L. 214-165 II, paragraph 3, of the French
Monetary and Financial Code, the voting rights attached to Societe
Generale shares subscribed via the FCPE will be exclusively
exercised individually by the unitholders of said FCPE and, for
fractional units, by the supervisory board of said FCPE.In the
event of a public purchase or exchange offer, the supervisory board
of the FCPE decide, based on the relative majority of the votes
cast, whether or not to tender Societe Generale shares to the
offer. If there is no relative majority, the decision is put to the
vote of the unitholders, who decide based on the relative majority
of the votes cast.Marketability of sharesNo clauses in the Articles
of Association limit the free marketability of the shares
comprising Societe Generale's capital.Only the rules below
governing the unavailability of shares under a Company or Group
Savings Plan will limit the marketability of said shares. |
| |
|
|
Unavailability |
Shares held directly by the Beneficiaries and units of the employee
mutual fund, as applicable, will be unavailable for a period of 5
years, barring cases of early release subject to the conditions
applicable to the Company or Group Savings Plan in question. As
regards the 2nd tranche, in some countries, depending on local
legislation, some cases of early release will not be open to
employees. |
| Specific
disclaimer for international subscriptions |
This document constitutes neither an offer to sell nor a
solicitation to subscribe for Societe Generale shares. The Societe
Generale share offer reserved for eligible current employees and
retired former employees participating in Societe Generale Group
Company or Group Savings Plans will only be implemented in
countries where such an offer has been registered with the relevant
local authorities and/or with the approval of a prospectus by the
competent local authorities, or in consideration of an exemption
from the obligation to establish a prospectus or register the
offer. More generally, the offer will only be made in countries
where all required registration procedures and/or notifications
have been made and the proper authorisations obtained, except for
the exemptions mentioned above. This document is not intended for
countries in which such a prospectus would not have been approved
or such an exemption would not be available, or in which all
required registration and/or notification procedures have not yet
been made or the proper authorisations obtained, and copies of this
document should not be sent in such countries.With respect to the
United States of America in particular, the shares referred to in
this document have not been and will not be registered under the
U.S. Securities Act of 1933 (the “Securities Act”)
and may not be offered or sold in the United States without
registration or exemption from registration in accordance with the
Securities Act. Societe Generale does not intend to register the
offer, in part or in whole, in the United States, or to make public
share offers in the United States. The shares will be offered only
for transactions benefiting from an exemption from registration.Due
to the sanctions imposed by the European Union, this offer is not
open to citizens or residents of Russia who do not have a residence
permit in or are not nationals of a European Union country, of a
country member of the European Economic Area or of Switzerland, or
to citizens or residents or Belarus who do not have a residence
permit in or are not nationals of a European Union
country. . |
Employee contact
Beneficiaries may address any questions relating
to this offer to the contact indicated in the subscription
application provided to them.
Societe GeneraleSociete
Generale is one of the leading European financial services groups.
Based on a diversified and integrated banking model, the Group
combines financial strength and proven expertise in innovation with
a strategy of sustainable growth. Committed to the positive
transformations of the world’s societies and economies, Societe
Generale and its teams seek to build, day after day, together with
its clients, a better and sustainable future through responsible
and innovative financial solutions.Active in the real economy for
over 150 years, with a solid position in Europe and connected to
the rest of the world, Societe Generale has over 117,000 members of
staff in 66 countries and supports on a daily basis 25 million
individual clients, businesses and institutional investors around
the world by offering a wide range of advisory services and
tailored financial solutions. The Group is built on three
complementary core businesses:
- French Retail
Banking with the SG bank, resulting from the merger of the
two Societe Generale and Crédit du Nord networks, and Boursorama.
Each offers a full range of financial services with omnichannel
products at the cutting edge of digital innovation;
- International
Retail Banking, Insurance and Financial Services, with
networks in Africa, Central and Eastern Europe and specialised
businesses that are leaders in their markets;
- Global Banking and Investor
Solutions, which offers recognised expertise, key
international locations and integrated solutions.
Societe Generale is included in the principal socially
responsible investment indices: DJSI (Europe), FTSE4Good (Global
and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity
and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX
Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index
(World and Europe). In case of doubt regarding the authenticity of
this press release, please go to the end of Societe Generale’s
newsroom page where official Press Releases sent by Societe
Generale can be certified using blockchain technology. A link will
allow you to check the document’s legitimacy directly on the web
page. For more information, you can follow us on Twitter
@societegenerale or visit our website societegenerale.com.
- Societe-Generale-Information-Document-GESOP-2023
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