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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
288
Registration Document 2016 — Capgemini
TENTH RESOLUTION
Renewal of the term of office as director of Mr. Pierre Pringuet
At the recommendation of the Board of Directors, the
Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Ordinary Shareholders’ Meetings, renews for a
four-year period the term of office as director of Mr. Pierre
Pringuet, which expires at the close of this meeting. This new term
of office will therefore expire at the close of the Ordinary
Shareholders’ Meeting held to approve the financial statements for
the year ending December 31, 2020.
PRESENTATION OF THE 11
TH
RESOLUTION
SHARE BUYBACK PROGRAM
OVERVIEW
shares of the Company for the objectives and in accordance
with the conditions presented in the draft resolution.
We ask you to authorize the Board of Directors to buy back
Shareholders’ Meeting of May 18, 2016 renewed the
authorization granted to the Company to buy back its shares.
This authorization was used in 2016 in connection with the
liquidity contract (entered into with Oddo Corporate Finance until
September 30, 2016, and with Kepler Cheuvreux from
October 3, 2016 onwards) and more generally as part of the
continued purchase by the Company of its own shares.
Shareholders are reminded that last year, the Ordinary
approximately €9 million.
representing 1.57% of the share capital at December 31, 2016.
During the same period, 2,621,396 Cap Gemini S.A. shares
were sold at an average price of €81.33 per share, representing
1.53% of the share capital at December 31, 2016. At the
year-end, the liquidity account balance comprised
150,000 treasury shares (0.09% of the share capital) and
The liquidity contract seeks to improve the liquidity of the Cap
Gemini S.A. share and to allow regular quotations. In 2016, a
total of 2,686,396 shares were purchased on behalf of Cap
Gemini S.A., at an average price of €81.12 per share,
In addition, the Company continued to purchase its own shares
in 2016. Excluding the liquidity contract, the Company held
2,879,357 of its own shares at December 31, 2016, following
the various transactions described below:
purchase of 4,128,337 shares representing 2.41% of the share
◗
capital at December 31, 2016, at an average price of €81.18
per share;
transfer of 468,276 shares to employees under the free share
◗
grant plan;
transfer of 344,392 shares to holders of redeemable share
◗
subscription or purchase warrants (BSAAR) who exercised
their Cap Gemini S.A. share allotment rights in 2016;
transfer of 640,184 shares to holders of ORNANE who
◗
exercised their conversion rights;
cancellation of 617,235 shares.
◗
Trading fees (excluding VAT) and the financial transaction tax
totalled €902,862 in 2016.
Company’s share capital were allocated as follows:
At December 31, 2016, excluding the liquidity contract,
the 2,879,357 treasury shares representing 1.68% of the
1,461,712 shares for grant or sale to employees and/or
◗
corporate officers; and
1,417,645 shares to the objective of cancellation.
the exercise of the rights attached to these securities were
reallocated to the objective of cancellation.
Finally, it is noted that during the year-ended 2016,
533,699 treasury shares previously allocated for grant to holders
of securities granting access to the Company’s share capital on
Shareholders are reminded that as part of the active
management of the share capital, the Board of Directors had
decided on December 7, 2016 to increase by €500 million the
Company’s multi-year share buyback program, previously
approved in February 2016 and initially for €600 million. The
terms of this buy-back program fall within the scope of the
authorization granted by the Shareholders’ Meeting of May 18,
2016 or of any subsequent authorization, such as the one
submitted for approval in the 11
th
resolution.
carried out at any time, except during public offers for the
Company’s shares. This authorization is granted for a limited
period of 18 months.
own shares up to the statutory limit of 10% of the number of
or by means of a block purchase or transfer of shares – and be
shares comprising the share capital at the date of such
purchases, and that the maximum number of treasury shares
held after such purchases may not exceed 10% of the amount of
the Company’s share capital at any time. The maximum
purchase price will be set at €130 per share. The acquisition,
disposal and transfer transactions described above may be
carried out by any means in accordance with prevailing laws and
regulations – including through the use of derivative instruments
The new authorization submitted to your approval in the
11
th
resolution
provides for the buy back by the Company of its