300 / 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
300
Registration Document 2016 — Capgemini
DRAFT BYLAWS UPDATED AS AT MAY 10, 2017
(IN ACCORDANCE WITH THE 14
TH
RESOLUTION SUBMITTED TO THE SHAREHOLDERS’ MEETING)
LEGAL FORM
ARTICLE 1 -
“Law”), and these bylaws.
The Company, initially incorporated as a French limited liability
Company (
Société Européenne
,
Societas Europaea
) pursuant to a
company (
société anonyme
), was converted to a European
2017. It is governed by applicable European Union law and
decision of the Extraordinary Shareholders’ Meeting of May 10,
French law provisions (hereinafter referred to collectively as the
CORPORATE NAME
ARTICLE 2 -
The Company’s corporate name is “Capgemini”.
corporate name shall always be preceded or followed by the
In all deeds and documents issued by the Company, the
share capital and the place and registration number with the Trade
words
société européenne
or the initials “SE”, the amount of the
and Companies Register.
CORPORATE PURPOSE
ARTICLE 3 -
The Company’s corporate purpose is to assist companies in
providing them with the benefit of its knowledge of their industry,
France and abroad to manage and develop their businesses by
re-engineering, and its expertise in the area of information
its know-how in the area of business process engineering and
technologies.
To fulfill this corporate purpose, the Company carries out on
affiliates, one or other of the following activities, on an individual or
behalf of customers, either directly or through its subsidiaries or
integrated basis:
Management consulting
1.
Working closely with customers, the Company assists in
redirect their strategy, change their product and service lines,
transforming companies by helping them to redefine or
staff motivation and achieve other changes. To this end, the
re-engineer their structures and business processes, restore
information technologies wherever appropriate.
Company uses all the possibilities offered by the latest
Information systems development
2.
applications, the integration of systems incorporating
installation of market or internally-developed software
software packages and other components. The Company
hardware, communication systems, customized software,
project management, training and assistance services.
also supports customers’ IT projects by providing consulting,
The Company designs and installs information systems. Its
services include the development of customized software, the
Outsourcing
hardware, telecommunications systems and other equipment.
The Company manages all or part of its customers’ IT
Company may perform all or part of this service using its own
resources on their behalf. Where requested by customers, the
to its customers’ own clientele. In addition, it may work in
The Company may also manage the IT-based services offered
some of these activities.
partnership with customers within a structure conducting all or
In order to fulfill its corporate purpose, the Company may decide to:
create specialist subsidiaries or acquire interests in the capital of
◗
fee. Management services include the provision of technical,
other companies and manage their business in exchange for a
marketing, legal and financial assistance, promotion of a
in negotiations to help these companies to win new contracts,
common image, organization of financial structures, assistance
training, research and development support, etc.;
invest and manage the Company’s available funds, make cash
◗
of subsidiaries and affiliates;
advances, and give any and all guarantees or collateral on behalf
processes and sell, contribute or license any such patents and
obtain or acquire and use any and all patents and manufacturing
◗
processes.
out any and all commercial, industrial, securities, real estate or
above purposes or any similar or associated purpose or which are
financial transactions related directly or indirectly to any of the
likely to facilitate the fulfillment or furtherance of said purposes.
In broader terms, the Company’s corporate purpose is to carry
REGISTERED OFFICE
-
Paris, France.
The Company’s registered office is at 11 rue de Tilsitt, 75017
any other location in France or in another Member State of the
of this decision by the next Ordinary Shareholders’ Meeting and to
Shareholders’ Meeting, subject to the provisions of the Law.
European Union pursuant to a decision of an Extraordinary
Paris or a neighboring county (
département
)
(1)
pursuant to an
The registered office may be transferred to another location in
ordinary decision of the Board of Directors, subject to ratification
TERM
ARTICLE 5 -
The Company was set up for a period of ninety-nine years from the
extended by decision of the Extraordinary Shareholders’ Meeting.
date of its registration. It may be wound up in advance or its term
SHARE CAPITAL
ARTICLE 6 -
sixty-nine million one hundred forty-nine thousand five hundred
forty (1,353,196,640) euros, divided into one hundred
(8) euros each.
eighty (169,149,580) fully paid-up shares with a par value of eight
fifty-three million one hundred ninety-six thousand six hundred
The share capital is set at one billion three hundred
IDENTIFICATION
FORM OF SHARES – SHAREHOLDER
ARTICLE 7 -
held in either registered or bearer form, at shareholders’
Fully-paid up shares are issued as registered shares but may be
discretion, subject to compliance with the Law.
the terms and conditions provided by the Law.
Shares are recorded in shareholders’ accounts in accordance with
Shares are freely transferable.
France is divided into a number of territorial areas for administrative purposes known as départements.
(1)