Cap Gemini - Registration Document 2016

296 / 330

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
296 Registration Document 2016 — Capgemini
PRESENTATION OF 17TH AND 18TH RESOLUTIONS
EMPLOYEE SAVINGS PLANS
OVERVIEW
continue making the Company’s share capital accessible to a
large number of employees, in particular through employee stock
ownership plans (“ESOP”).
As part of the employee incentive policy and in order to align
employee interests with those of shareholders and also stabilize
the Company’s share capital, the Board of Directors wishes to
The next employee stock ownership plan should be
implemented after the expiry in September 2017 of the
ESOP 2012 and most likely by December 31, 2017.
The validity period of the delegations currently in force, and in
particular of the delegation granted by the 20th resolution
adopted by the Shareholders’ Meeting of May 18, 2016, does
not offer sufficient flexibility to envisage implementation of a new
employee savings plan in line with this calendar.
delegating to the Board of Directors its authority to issue shares
or securities granting access to the share capital reserved for
employees of the Company in order to implement a new ESOP
tranche.
For this reason, it is proposed to present this year to the
Shareholders’ Meeting the renewal of the two resolutions
A common overall ceiling of €48 million (corresponding to
6 million shares representing approximately 3.5% of the share
capital as at December 31, 2016) is proposed for these
two delegations.
capital increases of a maximum nominal amount of €48 million
reserved for members of employee savings plans of the Company or
of the Group. This resolution requires the cancellation of preferential
subscription rights. The term provided for in this delegation is
eighteen months. The maximum discount authorized compared to
the Reference Price (as defined in the resolution) would be 20% (or
30% in the case of a lock-up period in excess of 10 years).
The 17th resolution is intended to allow the Board to carry out
mutual fund in some countries. This delegation may only be used
in the event of the use of the delegation granted pursuant to the
17th resolution, with a sub-ceiling of €24 million counting towards
the overall €48 million ceiling set forth in the 17th resolution. As for
the 17th resolution, this resolution also provides for the cancellation
of the preferential subscription right and the term provided for in
this authorization is eighteen months. The maximum authorized
discount would be 20%.
The 18th resolution is intended to allow development of employee
share ownership outside France, due to legal or tax difficulties that
could make it difficult to implement such plans directly or through a
20th resolutions adopted by the Shareholders’ Meeting of
May 18, 2016. These delegations had been sought solely in
anticipation of the launch of the next employee stock ownership
plan, in particular in order to obtain the necessary prior approval
of the Autorité des marchés financiers based on a valid
delegation from the Shareholders’ Meeting.
Shareholders are reminded that the Board of Directors did not
make use of the delegations granted by the 19th and
SEVENTEENTH RESOLUTION
securities granting access to the Company’s share capital,
immediately or in the future, to members of Capgemini
Group employee savings plans up to a maximum par value
amount of €48 million and at a price set in accordance with
the provisions of the French Labor Code
Delegation of powers to the Board of Directors, for a period
of eighteen months, to issue, with cancellation of
pre-emptive subscription rights, ordinary shares and/or
L.3332-24 of the French Labor Code:
having read the Board of Directors’ report and the Statutory
Auditors’ special report and in accordance with
Articles L.225-129-1, L.225-129-6, L.225-138-1 and L.228-91 et
seq. of the French Commercial Code and Articles L.3332-18 to
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Extraordinary Shareholders’ Meetings,
Articles L.228-92 paragraph 1, L.228-93 paragraphs 1 and 3
or L.228-94 paragraph 2 of the French Commercial Code
granting access, immediately or in the future, at any time or at
fixed dates, by subscription, conversion, exchange,
redemption, presentation of a warrant or any other means, to
rights, in euros or in any other currency or currency unit
established by reference to more than one currency, with or
without a share premium, whether for valuable consideration
or without consideration, by issuing (i) shares of the Company
(excluding preference shares), or (ii) securities governed by
delegates to the Board of Directors, with the power of 1.
sub-delegation to the extent authorized by law, the powers
necessary to increase the share capital, on one or more
occasions, in France or abroad, in the proportions and at the
times it sees fit, with cancellation of pre-emptive subscription
leveraged schemes;
companies within the scope of the consolidated or combined
financial statements of the Company pursuant to
Article L.3344-1 of the French Labor Code, it being further
stipulated that this resolution may be used to implement
the share capital of the Company, reserved for members of
one or more employee savings plans (or any other plan for
whose members a share capital increase may be reserved on
equivalent terms under Articles L.3332-1 et seq. of the French
Labor Code or any analogous law or regulation) implemented
within a company or a group of French or non-French
resolves to set the following limits on authorized share capital 2.
increases in the event of use by the Board of Directors of this
delegation:
currency or currency unit established by reference to more
than one currency,
the maximum par value amount of immediate and/or future ❚
share capital increases that may be carried out under this
delegation is set at €48 million or the equivalent in any other