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CAP GEMINI AND ITS SHAREHOLDERS
5.1 Cap Gemini share capital
5
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Registration Document 2016 — Capgemini
Use of authorizations during 2016
Pursuant to the authorization granted by the Ordinary
Shareholders’ Meeting of May 18, 2016 in the tenth resolution, the
Board of Directors purchased 4,128,337 shares under the share
buyback program (excluding the Liquidity contract) at an average
150,000 shares and about €9 million.
2,621,396 shares were sold at an average market price of €81.33.
The balance of the Liquidity contract on December 31, 2016 is
price of €81.18. As part of the Liquidity contract 2,686,396 shares
were purchased at an average price of €81.12 and
617,235 shares with a value of €50,129,800.47.
Shareholders’ Meeting of May 18, 2016 in the eleventh resolution,
the Board of Directors in its meeting of July 26, 2016 cancelled
Pursuant to the powers conferred on it by the Extraordinary
In addition and pursuant to the authorization granted by the
Extraordinary Shareholders’ Meeting of May 18, 2016 in the
including the Chairman and Chief Executive Officer).
1,175 beneficiaries (managers and employees of French and
foreign subsidiaries, members of the Executive Committee
twenty-first resolution, the Board of Directors decided on July 26,
2016 the issue of 1,663,500 performance shares to
Other share equivalents outstanding
5.1.3
The bonds redeemable in cash and/or in new and/or existing
as at December 31, 2016.
Share Subscription or Purchase Warrants issued in 2009 having
matured in July 2016, no other share equivalent was outstanding
shares (ORNANE) issued in October 2013 having been paid by
anticipation during the last quarter of 2016 and the Redeemable
shareholders
5.1.4
Share subscription or purchase plans
plan expired in June 2013.
Cap Gemini no longer grants stock options. The last stock option
Performance shares grant
Performance shares grant in 2016
The Extraordinary Shareholders’ Meeting of May 18, 2016
amount not exceeding 15% of “N”, shares may be granted to
employees of the Company and its French and non-French
portion of shares that must be held by him until the end of his term
of office is set by the Board of Directors. By exception, and for an
conditions.
subsidiaries, excluding members of the General Management
Team (the “Executive Committee”), without performance
grant performance shares to employees and corporate officers of
the Company and its French and non-French subsidiaries, during
authorized the Board of Directors in its twenty first resolution to
corporate officer of the Company, it being specified that the
referred to hereafter by the letter “N”). Up to a maximum of 10% of
“N”, these performance shares may be granted to the executive
of the share capital at the date of the Board of Directors’ decision
to grant such shares (this maximum number of shares being
a period of 18 months commencing May 18, 2016. The number of
shares granted (existing and to be issued) was not to exceed 1%
Mr. Paul Hermelin.
the Executive Committee (excluding Mr. Paul Hermelin) and
July 26, 2016 decided the issue of 1,663,500 performance shares
to 1,154 managers and employees of the Group, 20 members of
Pursuant to this authorization, the Board of Directors’ meeting of
performance condition is based on Organic Free Cash Flow over a
three-year period, reflecting the Board of Directors’ desire to
As for the 2012, 2013, 2014 and 2015 grant plans, the internal
prioritize long-term goals in the context of these grants.
covered by the internal performance condition).
performance over a minimum of three years (in line with the period
The external performance condition is based on the comparative
performance of the Cap Gemini share against average
beneficiaries at the end of the vesting period will be equal:
Accordingly, the total number of shares that will vest to
grant notification multiplied by the percentage achievement of
the chosen internal performance target: published and audited
a number of shares equal to half the number indicated in the
◗
maximum number of shares will vest for organic free cash flow
generation of more than €2,700 million; and
organic free cash flow for the three years from 2016 to 2018
compared with a minimum objective of €2,400 million; the
performance of the basket.
of the external performance condition if the relative performance
of the Cap Gemini share is less than 100% of the average
securities and indexes containing (i) shares of 8 listed companies
operating in the same sector as the Group in a minimum of five
Gemini share compared with the average performance
measured over an identical three year period of a basket of
grant notification multiplied by the percentage achievement of
the chosen external performance target: performance of the Cap
a number of shares equal to half the number indicated in the
Cognizant) and (ii) the CAC 40 index. No shares vest in respect
countries in which the Group is firmly established
(Accenture/CSC/Atos/Tieto/Sopra Steria/CGI Group/Infosys and
amount of 50% of shares vested if the number of shares held by
otherwise.
him at the grant date, valued at the grant price, is equal to less
than two years’ theoretical salary, and in the amount of 33%
minimum holding period for vested shares following the vesting
period was set for beneficiaries tax-resident in France.
years for beneficiaries tax-resident in France and four years for
beneficiaries non-tax-resident in France. In addition, a two years
The vesting period was set by the Board of Directors at three
Furthermore, the Chairman and Chief Executive Officer is required
to hold the shares vested until the end of his term of office in the
Board of Directors’ meeting held at the end of July or at the
following meeting generally held at the beginning of October.
Code, performance share grants will be undertaken at the same
calendar periods from now on and will be decided by either the
In accordance with the recommendations of the AFEP-MEDEF