Cap Gemini - Registration Document 2016

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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017
6.1 Resolutions presented at the Ordinary Shareholders’ Meeting
6
272 Registration Document 2016 — Capgemini
governance practice recommended for companies listed in Paris. It does not purport to be comprehensive and does not
important points in the draft resolutions, in accordance with prevailing laws and regulations and with best corporate
authorizations currently in force or submitted for approval. The objective of this report is to draw your attention to the
consists of this introduction, the overview statements preceding the resolutions and a summary table of financial
This report presents the proposed resolutions submitted to the Combined Shareholders’ Meeting by the Board of Directors. It
replace a careful reading of the draft resolutions prior to voting.
related legal framework application to French companies.
available in French on its website for further information on the issues surrounding draft resolutions and the
companies for vote”, produced by the French business association, MEDEF, in conjunction with ANSA and AFEP and
Shareholders are also invited to refer to the guidelines on the “Draft resolutions presented to shareholders of listed
An overview of the financial position, activities and results of the Company and its Group during the last fiscal year and other
included in this Registration Document (available on o which you are invited to refer.
information required by prevailing law and regulations are also presented in the management report on fiscal year 2016
the Ordinary Shareholders’ Meeting
Resolutions presented at
PRESENTATION OF THE 1ST AND 2ND RESOLUTIONS
APPROVAL OF THE FINANCIAL STATEMENTS
OVERVIEW
Cap Gemini for the year ended December 31, 2016 as follows:
In these two resolutions, we ask you to approve the Company financial statements and the consolidated financial statements of
the Company financial statements of Cap Gemini showing a net profit of €950,195,967.31; ◗
the consolidated financial statements of Cap Gemini showing net profit for the Group of €921 million. ◗
FIRST RESOLUTION
Approval of the 2016 Company financial statements
The Shareholders’ Meeting, voting in accordance with quorum
having read:
and majority rules for Ordinary Shareholders’ Meetings and after
the management report of the Board of Directors; ◗
of the French Commercial Code; and
the Chairman’s report established pursuant to Article L.225-37
◗
the Statutory Auditors’ report on their audit of the Company, ◗
therein and summarized in these reports.
€950,195,967.31, as presented, and the transactions recorded
December 31, 2016, showing net profit for the year of
approves the Company financial statements for the year ended
SECOND RESOLUTION
of the 2016 consolidated financial statements
having read:
and majority rules for Ordinary Shareholders’ Meetings and after
The Shareholders’ Meeting, voting in accordance with quorum
for 2016; and
the Group management report of the Board of Directors ◗
statements,
the Statutory Auditors’ report on the consolidated financial
and summarized in these reports.
€921 million, as presented, and the transactions recorded therein
December 31, 2016, showing net profit for the Group of
approves the consolidated financial statements for the year ended