Societe Generale confirms the launch of a Global Employee Share Ownership Programme
22 May 2024 - 6:04PM
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, 22 May 2024
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 3 to
17 June (inclusive).
The settlement-delivery of the shares should take place on 25
July 2024.
The terms of this transaction are described in
the information document provided below.
This transaction implements the 19th resolution
of the General Meeting held on 23 May 2023. The principle of this
operation, approved by the Board of Directors on 7 February 2024,
was made public in page 14 of the Board of Directors' report
published the 12 April 2024 on the resolutions submitted to the
General Meeting of 22 May 2024 and, before that, in the table of
financial authorisations provided in section 3.1.7 of the Universal
Registration Document dated 11 March 2024 which has been updated,
on page 31 of its first amendment dated 3 May 2024.
Employee share ownership is a long-term
collective commitment mechanism regularly implemented within
Societe Generale to involve employees in the development of the
company and to enable them to benefit from long-term value
creation. The 2024 programme is the 31st offered by the Group.
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
22 May 2024
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 12,123,200 SHARES RESERVED FOR ELIGIBLE
CURRENT EMPLOYEES AND RETIRED FORMER EMPLOYEES PARTICIPATING IN
SOCIETE GENERALE GROUP COMPANYOR GROUP
SAVINGS PLANS
2024 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 22 May 2024.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 1,003,724,927.50Registered 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 15,154,000, corresponding to the issue of 12,123,200
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 2024 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 20.64 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 21 May 2024 (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 2024 using the
authorization granted to the Board by the nineteen resolution of
the Combined General Meeting of 23 May 2023), with the application
of a 20% haircut. Duration of subscription periodThe subscription
period will begin on Monday 3rd June 2024 at 10:00 a.m. (Paris
time) and will end on Monday 17th June 2024 at 11:59 p.m. (Paris
time). |
|
Terms of subscription for sharesThe first (1st) 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 2024, 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 Monday 3rd June 2024 at 10:00 a.m.
(Paris time) to Monday 17th June 2024 at 11:59 p.m. (Paris time).
The capital increase is scheduled for 25 July 2024. |
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 29
July 2024). |
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 2024. 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 Generale
Societe Generale is a top tier European Bank with more than
126,000 employees serving about 25 million clients in 65 countries
across the world. We have been supporting the development of our
economies for 160 years, providing our corporate, institutional,
and individual clients with a wide array of value-added advisory
and financial solutions. Our long-lasting and trusted relationships
with the clients, our cutting-edge expertise, our unique
innovation, our ESG capabilities and leading franchises are part of
our DNA and serve our most essential objective - to deliver
sustainable value creation for all our stakeholders.The Group runs
three complementary sets of businesses, embedding ESG offerings for
all its clients:
- French Retail, Private Banking
and Insurance, with leading retail bank SG and insurance
franchise, premium private banking services, and the leading
digital bank BoursoBank.
- Global Banking and Investor
Solutions, a top tier wholesale bank offering
tailored-made solutions with distinctive global leadership in
equity derivatives, structured finance and ESG.
- International Retail, Mobility
& Leasing Services, comprising well-established
universal banks (in Czech Republic, Romania and several African
countries), Ayvens (the new ALD I LeasePlan brand), a global player
in sustainable mobility, as well as specialized financing
activities.
Committed to building together with its clients a better and
sustainable future, Societe Generale aims to be a leading partner
in the environmental transition and sustainability overall. The
Group 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).
For more information, you can follow us on Twitter/X
@societegenerale or visit our website societegenerale.com.
- Societe-Generale-Information-Document-GESOP-2024
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