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
6.2 Resolutions presented at the Extraordinary Shareholders’ Meeting
6
290 Registration Document 2016 — Capgemini
Resolutions presented at
the Extraordinary Shareholders’ Meeting
PRESENTATION OF THE 12TH, 13TH AND 14TH RESOLUTIONS
CONVERSION OF THE CORPORATE FORM OF THE COMPANY THROUGH THE EUROPEAN COMPANY
STATUTE (SE) – CORPORATE NAME
OVERVIEW
Your Board of Directors proposes to convert the legal form of the
Company to a European company (Societas Europaea, SE).
Objective of the conversion
The aim of this change is to better reflect the international and
European outlook of the Capgemini Group (hereinafter the
“ Group”) in its legal form.
This new legal form would better reflect the reality of the Group, which
is both firmly international, with a presence in over 40 countries, and
deeply rooted in Europe. Founded in 1967 in Grenoble, France, the
Company expanded internationally from the outset, with the Group
present in 21 European countries by 1975. The Capgemini Group is a
global leader in consulting and IT services; it is a leading multi-cultural
group, with over 120 nationalities represented worldwide.
generates over 60% of its revenues (including the United
Kingdom and Ireland) and has around one-third of its headcount
at December 31, 2016. This legal form, which is being
increasingly adopted by European companies and companies
listed on the Paris stock market, is consistent with the economic
reality of the Group and its market.
With this SE conversion plan, the Company would adopt a legal
form common to all European Union countries, where the Group
Legal framework for the conversion
Regulation and with specific provisions applicable to SEs.
Regulation”) (and particularly Articles 2§4 and 37 on the
formation of an SE by conversion of an existing company); (ii)
Articles L.225-245-1 and R.229-20 to R.229-22 of the French
Commercial Code (Code de Commerce ) and (iii) the provisions of
Council Directive no. 2001/86/EC of October 8, 2001
supplementing the Statute for a European company with regard
to the involvement of employees (hereinafter the “SE Directive”)
and prevailing French legislative and regulatory provisions
applicable to SEs as well as those applicable to limited liability
companies (sociétés anonymes) compatible with the SE
The conversion is governed by (i) the provisions of Council
Regulation (EC) no. 2157/2001 of October 8, 2001 on the
Statute for a European company (hereinafter the “SE
Pursuant to the provisions of the SE Regulation, a limited liability
company incorporated under the laws of a Member State and
with its registered office and head office located in the European
Union, can convert to an SE:
if it has subscribed capital of at least €120,000; and
◗
if for at least two years it has had a subsidiary governed by the ◗
laws of another Member State.
These conditions are satisfied as Cap Gemini, a limited liability
company incorporated under French law and with its registered
subsidiaries located in European Union countries, such as
Capgemini UK plc in the United Kingdom, Capgemini Nederland
B.V. in the Netherlands, Capgemini Deutschland GmbH in Germany,
Capgemini España S.L. in Spain and Capgemini Italia S.p.A. in Italy.
office and head office located in France, (i) has a share capital of
€1,353,196,640 and (ii) has had for more than two years several
Lack of repercussions of the conversion
Furthermore, it is noted that:
SEs;
provisions applicable to limited liability companies with a Board
of Directors (sociétés anonymes à Conseil d’administration),
where such provisions are compatible with those applicable to
the Company would remain governed primarily by French legal ◗
Cap Gemini’s registered office and head office would remain in ◗
Paris;
the governance, business activities, organization, tax regime ◗
and shareholder structure of the Group would remain
unchanged;
market without any change;
the Cap Gemini shares would remain listed on the Paris stock ◗
the conversion of the Company would lead to a change in legal ◗
form without reducing the current financial or policy rights of
shareholders; the conversion will not require any action by
them, subject to the approval of the conversion to an European
company by the Shareholders’ General Meeting;
the individual and collective rights of Group employees would
◗
not be modified; in particular, employment contacts and
collective employee agreements would not be changed;
Company or the creation of a new legal person; it would not
result in any change to the corporate purpose, the registered
office or the share capital of the Company, whose corporate
name would be followed by the words société européenne
(European company) or the initials “SE”;
the conversion would not result in the winding-up of the ◗
directors and the principle and substitute Statutory Auditors in ◗
office at the time of the conversion of the Company to an SE
would continue in office until the end of their respective terms;
all authorizations and delegations of authority and power ◗
conferred on the Board of Directors of Cap Gemini as a limited
liability company by Shareholders’ Meetings would be
transferred ipso facto to the Board of Directors of Cap Gemini
in its new legal form as an SE.
Amendment of the bylaws
Company in its new legal form as an SE are appended to this
report and to the draft terms of conversion of Cap Gemini to a
European company of December 7, 2016.
The current bylaws of the Company would be adapted to include
and comply with the provisions of the SE Regulation.
Amendments primarily concern the functioning, roles and
responsibilities of the Board of Directors (Articles 12 and 13) and
the convening of Shareholders’ Meetings and the counting of
votes on resolutions (Article 19). The draft bylaws of the