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CAP GEMINI AND ITS SHAREHOLDERS
5.1 Cap Gemini share capital
5
260
Registration Document 2016 — Capgemini
Purpose of the authorization
(in euros)
Maximum
amount
(1) (2)
Authorization
date and
resolution
number
Expiry date
Used during 2016
shares and/or securities granting
access to the share capital in
consideration for contributions in kind
Share capital increase by issuing
h)
€137 million
(par value)
€2.5 billion
(issue amount)
capital
10% of share
05/18/2016/
18
th
07/18/2018
This authorization was not used in 2016
exchange offer made by the
Company
shares tendered to a public
or granting a right to allocation of
debt instruments, in consideration for
ordinary shares and/or securities
granting access to the share capital,
Share capital increase by issuing
i)
€125 million
(par value)
€1.25 billion
capital
10% of share
05/07/2014/
29
th
07/07/2016
This authorization was not used in 2016
access to the share capital with
cancellation of PSR, reserved for
Share capital increase by issuing
j)
shares and/or securities granting
members of Group savings plans
€48 million
(par value)
(2)
05/18/2016/
19
th
07/18/2018
This authorization was not used in 2016
Share capital increase by issuing
k)
subsidiaries
cancellation of PSR, reserved for
employees of certain non-French
shares and/or securities granting
access to the share capital with
€48 million
(par value)
(2)
05/18/2016/
20
th
11/18/2017
This authorization was not used in 2016
Grant of performance shares
l)
1% of share
capital
05/18/2016/
21
st
11/18/2017 1,663,500 performance shares (€13.3 million
of Directors on 07/26/2016
par value) were granted to
1,175 beneficiaries by decision of the Board
(1) Recap of overall limits:
a maximum par value amount of €550 million and a maximum issue amount of €7.5 billion for all issues with and without pre-emptive subscription rights; including a maximum par
value amount of €137 million and a maximum issue amount of €2.5 billion for all issues without pre-emptive subscription rights;
issues performed pursuant to j), k) and l) above are not included in these general limits.
(2) Total share capital increases decided pursuant to j) and k) are capped at a maximum par value amount of €48 million.
Delegations to be presented at the Shareholders’ Meeting of May 10, 2017
Purpose of the authorization
Maximum amount
Authorization date
and resolution
number
Duration
Expiry Date
Purchase by the Company of its own shares under a share buyback
program
10% of share
capital
05/10/2017/
11
th
18 months
(up to 11/10/2018)
Grant of performance shares
1% of share capital
05/10/2017/
16
th
18 months
(up to 11/10/2018)
members of Group savings plans
Share capital increase by issuing shares and/or securities granting
access to the share capital with cancellation of PSR, reserved for
€48 million
(par value)
(1)
05/10/2017/
17
th
18 months
(up to 11/10/2018)
employees of certain non-French subsidiaries
Share capital increase by issuing shares and/or securities granting
access to the share capital with cancellation of PSR, reserved for
(par value)
(1)
€24 million
05/10/2017/
18
th
18 months
(up to 11/10/2018)
(1) The total share capital increases decided pursuant the 18
th
resolution are included in the general limit of the 17
th
resolution.
Abbreviations: PSR = Pre-emptive Subscription Rights