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CAP GEMINI AND ITS SHAREHOLDERS
5.1 Cap Gemini share capital
5
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Registration Document 2016 — Capgemini
Share grants without performance conditions in 2016
The Extraordinary Shareholders’ Meeting of May 6, 2015
authorized the Board of Directors in its ninth resolution to grant
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
period of 18 months commencing May 6, 2015. The number of
shares granted (existing and to be issued) was not to exceed 1%
performance shares to employees and corporate officers of the
Company and its French and non-French subsidiaries, during a
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
corporate officer of the Company, it being specified that the
conditions.
subsidiaries, excluding members of the General Management
Team (the “Executive Committee”), without performance
amount not exceeding 15% of “N”, shares may be granted to
employees of the Company and its French and non-French
February 17, 2016 decided the issue of 180,500 restricted shares
Pursuant to this authorization, the Board of Directors’ meeting of
to 164 managers and employees of IGATE bought in July 1, 2015
this grant.
selection. Neither the Chairman and Chief Executive Officer, nor
the Group Executive Committee members were beneficiaries of
and which were therefore not included in the scope of the July 26,
2016 grant due to the lack of time to ensure an appropriate
Vesting of performance shares in 2016
Board of Directors granted (i) 1,290,500 shares subject to
performance and presence conditions on July 30, 2014.
Pursuant to the authorization granted by the Extraordinary
Shareholders’ Meeting of May 23, 2013 in the tenth resolution, the
These performance shares were granted subject to a vesting
therefore vested for French tax residents on July 30, 2016.
period of two years for beneficiaries tax-resident in France and
four years for beneficiaries not tax resident in France. The grant
authorizing the Board of Directors to grant performance shares.
performance conditions. These conditions are detailed in the
resolution presented to the Combined Shareholders’ Meeting
This performance shares grant is subject to internal and external
2014 and 2015.
organic free cash flow generated over the three year period, 2013,
The internal performance condition for this share grant concerned
The external performance condition was assessed based on the
the relative performance of the Cap Gemini share is less than 90%
Steria, and Tieto with the CAC 40 index in addition. For this grant,
no shares vest in respect of the external performance condition if
different countries. These companies were as follows for
Accenture, Atos, CSC, CGI Group, Cognizant, Infosys, Sopra
performance of the Cap Gemini share compared with a basket of
comparable companies in our business sector in at least five
basket and 50% of shares vest if this performance is 110% or
more of that of the basket.
of the average performance of the basket over a two-year period,
while 30% of shares vest if this performance is equal to that of the
tax-resident in France of 390,750 shares in August 2016.
The internal and external performance conditions for this plan
were satisfied in full, enabling the vesting to beneficiaries
Vesting of restricted shares in 2016
conditions only on October 8, 2014.
Board of Directors granted (i) 104,379 shares subject to presence
Pursuant to the authorization granted by the Extraordinary
Shareholders’ Meeting of May 23, 2013 in the tenth resolution, the
of two years and therefore 77,526 shares have been definitely
granted to more than 15,200 employees in October 2016.
These restricted shares were granted subject to a vesting period
International employee shareholding system
and its French and non-French subsidiaries who are members of
the Capgemini Group Company Savings Plan.
reserved for employees and corporate officers of the Company
May 7, 2014 authorized the Board of Directors to issue a
maximum of 6 million shares by way of a share capital increase
The Combined Shareholders’ Meetings of May 26, 2011 and
and indirectly
via
an Employee Savings Mutual Fund (FCPE) by
Group employees from 19 countries.
The international employee shareholding transaction performed in
2012 was subscribed in the amount of 6 million shares directly
and indirectly
via
an Employee Savings Mutual Fund (FCPE) by
Group employees from 20 countries.
The international employee shareholding transaction performed in
2014 was subscribed in the amount of 5 million shares directly
numerous cases reinvesting in the 2014 plan) or leaving their
investment in the Group Savings Plan (France only).
ownership plan “ESOP 2009” (which expired on December 16,
2014) had the option of recovering their investment (and in
It is recalled that subscribers to the first employee share
Overall and pursuant to the provisions of Article L.225-102 of the
French Commercial Code, the Board of Directors informs you that
December 31, 2016.
employees and corporate officers of the Company (and related
companies) together held 5.3% of the Company’s share capital at
Potential dilution resulting from the exercise of all securities granting access
5.1.5
to the Company’s share capital
As of December 31, 2016, the potential dilution in respect of performance and free share grants plans was 2.7%.