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
291 Registration Document 2016 — Capgemini
Preconditions to conversion
Légales Obligatoires (BALO) on December 14, 2016.
The draft terms of conversion prepared by your Board of
Directors were filed with the Office of the Clerk of the Paris
Commercial Court, within whose jurisdiction the Company is
registered, and a notice was published in a legal gazette of
mandatory announcements and the Bulletin des Annonces
The conversion of Cap Gemini SA to an SE is subject to the
approval of the Shareholders’ General Meeting.
It has been subject to consultation of the holders of outstanding
bonds.
employees of the Company and its European subsidiaries and
entities, and charged with negotiating the involvement of employees
of the Company and its European subsidiaries and entities in the
future SE. Negotiations will take place during a maximum period of
six months, renewable once, and could lead to:
In addition, conversion requires the completion of the procedure
concerning employee involvement, as set out in Articles L.2351-1 et
seq. of the French Labor Code (Code du travail). Accordingly, and
in accordance with the provisions of the SE Directive, a Special
Negotiating Body (SNB) was formed, comprising representatives of
the signature of a special purpose agreement on the ◗
involvement of employees in the SE;
failure to reach an agreement, in which case the subsidiary
◗
provisions set out in the SE Directive and Articles L.2353-1 et
seq. of the French Labor Code will apply to organize the
involvement of Company employees in the SE and those set
out in Article L.2353-28 of the same code will apply in relation
to employee participation on the Board of Directors.
The registration of the Company as an SE, which will officially
record its conversion, can only take place following completion
of the employee involvement procedure.
conversion auditor, Mr. Dedouit, appointed by the Presiding
Judge of the Paris Commercial Court.
For more detailed information, please refer to the draft terms of
conversion of Cap Gemini to a European company of
December 7, 2016, available on the Company’s website
). In addition, you will hear the report of the
Your Board confirms that it considers the conversion of the
Company to an SE to be in the interests of the Company and the
Group for the reasons provided and invites you to adopt the
following resolutions presented for your approval.
instead of “Cap Gemini”.
The 12th resolution aims at modifying the Company’s corporate
name. The conversion is the opportunity to propose to align the
corporate name of the Company with the name of the Group.
The name of the Company would therefore become “Capgemini”
The 13th resolution aims at approval of the conversion of the
corporate form of the Company through adoption of the
European company statute and the draft terms of conversion,
while the 14th resolution proposes to adopt amended bylaws
suitable with the new European company statute.
TWELFTH RESOLUTION
Change in the Company’s corporate name
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Extraordinary Shareholders’ Meetings,
having read the Board of Directors’ report, decides to change,
with immediate effect, the corporate name of the Company to
‟Capgemini” and thereby amend Article 2 of the bylaws
accordingly:
Former wording of Article 2 of the bylaws:
“The Company’s name is “CAP GEMINI”.
New wording of Article 2 of the bylaws:
“The Company’s name is ‟Capgemini””.
THIRTEENTH RESOLUTION
Approval of the conversion of the corporate form of the
Company through adoption of the European company
statute and the draft terms of conversion
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Extraordinary Shareholders’ Meetings,
having examined:
the report of the Board of Directors; ◗
the draft terms of the Company’s conversion into a European
◗
company prepared by the Board of Directors, dated
December 7, 2016 and filed with the clerk of the Paris
Commercial Court (greffe du Tribunal de commerce de Paris) on
December 9, 2016, which explain and substantiate the legal and
business aspects of the Company’s conversion into a European
company and which indicate its consequences for the
shareholders, the employees and the creditors of the Company
(the “Draft Terms of Conversion ”);
the report of Mr. Jean-Jacques Dedouit, the auditor appointed
by order of the President of the Paris Commercial Court
(Président du Tribunal de commerce de Paris) on December 14,
2016 in the context of the conversion;
After having duly noted that:
company;
the Company meets the conditions required by the provisions of
Council Regulation EC no. 2157/2001 of October 8, 2001 on
the statute for a European company, and in particular those
specified in Articles 2§4 and 37 of the said Regulation, as well as
of Article L.225-245-1 of the French Commercial Code relating
to the conversion of French société anonyme into an European
the conversion into a European company shall not result in either ◗
the winding-up of the Company or in the creation of a new legal
entity;
following the conversion, the Company’s corporate name shall ◗
be followed by the words société européenne or the initials “SE”;
the Company’s term, its corporate purpose and registered office
shall not undergo any change;