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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
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Registration Document 2016 — Capgemini
PRESENTATION OF THE 15
TH
RESOLUTION
AMENDMENT OF THE BYLAWS – DISCLOSURE THRESHOLDS
OVERVIEW
Article 10 of the Company’s bylaws currently requires
shareholders to inform the Company when they cross, through
an increase or a decrease, a disclosure threshold of 1% (or a
multiple thereof) of the Company’s capital or voting rights, up to
one third of the Company’s capital.
stripping of voting rights in the event of compliance failure.
Your Board is aware that the current bylaw provisions require
close monitoring by shareholders of their investments and that
the implementation of these provisions can prove challenging,
particularly with respect to the acquisition of stakes of less than
5% of the capital, while being accompanied by the potential
Nevertheless, as the Company’s share ownership is highly
fragmented, with no reference shareholder and an extremely
limited number of shareholders holding 5% or more of the share
capital or voting rights, your Board of Directors considers it
important for the Company to have detailed information on
changes in share ownership.
The existence of thresholds per the bylaws in addition to those
imposed by law provides this visibility for fractions of share
capital held between each legal threshold.
However, the reporting period currently set in the Company’s
bylaws (15 calendar days) would appear too long to allow the
bylaw provisions to play their intended role from the Company’s
point of view. A period of four trading days, equivalent to the
period applicable to the crossing of legal thresholds, would
appear more appropriate, in addition to being the most common
market practice.
Accordingly, the fifteenth resolution proposes to amend
Article 10 of the bylaws as follows:
the crossing of thresholds below 5%;
all acquisitions of
stakes of between 1% and 5% (exclusive) will therefore be free
of any disclosure requirements;
Withdrawal of the obligation to inform the Company of
◗
Starting from 5% of the share capital or voting rights
,
◗
shareholders shall inform the Company when they cross,
through an increase or a decrease, a threshold representing
1% of the Company’s capital or voting rights
(or a multiple
thereof), within
a period of four trading days
, up to the
threshold triggering a public offer (currently 30% of the share
capital or voting rights).
FIFTEENTH RESOLUTION
of the Company’s bylaws – Disclosure
thresholds
The Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Extraordinary Shareholders’ Meetings, and after
having read the Board of Directors’ report, resolves to modify the
provisions applicable to disclosure thresholds and thereby amend
Article 10 of the bylaws accordingly:
Former wording of Article 10 of the bylaws:
“Article 10 - Disclosure thresholds
number of shares or voting rights held upon the crossing of each
threshold of 1%, up to one third of the Company’s capital or
voting rights. Said disclosure must be made within fifteen days of
the date when the shares causing the threshold to be crossed are
recorded in the shareholder’s account, by registered letter with
return receipt requested.
disclosure threshold of 1% of the Company’s capital or voting
rights, the said shareholder must inform the Company of their total
Where an individual or corporate shareholder crosses the
This duty of disclosure applies in the same way when a threshold
is crossed by virtue of a reduction in the shareholder’s interest in
the Company’s capital or voting rights.
Disclosure thresholds are assessed taking into account shares
and voting rights deemed equivalent by law to shares and voting
rights held by shareholders subject to disclosure obligations.
Meeting.”
In the case of failure to comply with these disclosure rules, at the
request of one or several shareholders with combined holdings
representing at least 1% of the Company’s capital or voting rights,
the undisclosed shares will be stripped of voting rights. Said
sanction shall apply for all General Shareholders’ Meetings for a
period of two years from the date on which the failure to disclose
is rectified. Said request and the decision of the General
Shareholders’ Meeting must be recorded in the minutes of the
New wording of Article 10 of the bylaws:
“Article 10 - Disclosure thresholds
regulations.
Where an individual or corporate shareholder crosses the
disclosure threshold of 5% of the Company’s capital or voting
rights, the said shareholder must inform the Company of their total
number of shares or voting rights held upon the crossing, through
an increase or a decrease, of each threshold of 1% fraction of
capital or voting rights from this lower threshold of 5% to the
threshold triggering a public offer in accordance with prevailing
Disclosure thresholds are assessed taking into account shares
and voting rights deemed equivalent by Law to shares and voting
rights held by shareholders subject to disclosure obligations.
Said disclosure must be made by registered letter with return
receipt requested, within four trading days of the crossing,
through an increase or a decrease, of each threshold as defined
and assessed above.
representing at least 5% of the Company’s capital or voting rights,
the undisclosed shares will be stripped of voting rights. Said
sanction shall apply for all Shareholders’ Meetings for a period of
two years from the date on which the failure to disclose is
rectified. This request and the decision of the Shareholders’
Meeting must be recorded in the minutes of the Meeting.”
In the event of failure to comply with these disclosure rules, at the
request of one or several shareholders with combined holdings