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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
302
Registration Document 2016 — Capgemini
conditions:
shareholder director are appointed under the following
The two candidates nominated for election as an employee
5.2
Article L.225-102 of the French Commercial Code are
(French collective employee shareholding vehicle, or
held in a
fonds commun de placement d’entreprise
are convened for the specific purpose of jointly
“FCPE”), all of the Supervisory Boards of these FCPEs
nominating a candidate for election.
When the shares held by the employees referred to in
a)
nominated based on the majority of the votes cast
representing employee shareholders. This candidate is
present or represented at the meeting, or by
either by the members of the Supervisory Boards
correspondence.
candidate for election to the position of director
At the meeting of these aforementioned Supervisory
can cast one vote in favor of the nomination of a given
Boards, each member of these Supervisory Boards
voting procedure.
When the shares are held directly by the employees
Commercial Code, these employees nominate a
referred to in Article L.225-102 of the French
made by the employee shareholders
via
an electronic
candidate. The nomination of the candidate will be
shareholder will be entitled to a number of votes equal
Under this electronic voting procedure, each employee
candidate is nominated based on the majority of the
to the number of shares he or she directly holds. The
votes cast by the electorate of employee shareholders.
In the event that the full amount of the shares held by
c)
French Commercial Code are held under the
the employees referred to in Article L.225-102 of the
conditions discussed in this section 5.2, paragraph a),
nominated by the Supervisory Boards of the FCPEs in
the two candidates referred to in Article 5.1 would be
this section 5.2, paragraph a).
accordance with the terms and conditions described in
described in this section 5.2, paragraph b).
paragraph b), will be applicable to the nomination of
Reciprocally, the provisions of this section 5.2,
event that the full amount of the shares held by the
the two candidates referred to in Article 5.1 in the
French Commercial Code is held under the conditions
employees referred to in Article L.225-102 of the
position of employee shareholder director, the Chairman of
Prior to the nomination of the two candidates for the
5.3
task, sets the Rules for the Nomination of Candidates
the Board of Directors, who can elect to sub-delegate this
schedule and the organization of the nomination
(hereinafter referred to as the “Rules”), which indicate the
and b).
procedures provided for under section 5.2, paragraphs a)
procedure provided for above under section 5.2,
Boards of the FCPEs, within the context of the nomination
within the context of the nomination procedure provided
paragraph a), and sent to the employee shareholders,
that the Chairman of the Board of Directors deems
for above under section 5.2, paragraph b), by any means
not a requirement, by postings and/or by individual postal
adequate and appropriate, including, as an example and
mail and/or electronically.
The Rules will be sent to the members of the Supervisory
effective date of the meeting of the Supervisory Boards of
in section 5.2, paragraph a), and (ii) prior to the beginning
the FCPEs within the context of the procedure provided for
paragraph b).
of the voting period provided for in section 5.2,
The Rules must be sent at least two months (i) prior to the
elected by the Ordinary Shareholders’ Meeting from
The director representing the employee shareholders is
5.4
the provisions of Article 11, section 5.2, paragraphs a)
among the two candidates nominated in accordance with
and b) of the bylaws, respectively, under the conditions
Directors presents the two candidates at the Shareholders’
applicable to the nomination of any director. The Board of
its support, as the case may be, for the resolution
Meeting by way of two separate resolutions and indicates
described above, the one who receives the highest
pertaining to the candidate it prefers. Of the candidates
represented at the Ordinary Shareholders’ Meeting will be
number of the votes of shareholders present or
elected as director representing employee shareholders.
This director is not taken into account in determining the
5.5
Article L.225-17 of the French Commercial Code.
maximum number of directors provided for under
of a company or economic interest group related to it
Commercial Code). The renewal of the term of office of the
within the meaning of Article L.225-180 of the French
under the conditions provided for in this paragraph 5) of
director representing employee shareholders is carried out
Article 11 of the bylaws.
representing the employee shareholders is considered as
his or her term of office will end
ipso jure
and the director
no longer holds the status of employee of the Company (or
having resigned automatically in the event that he or she
the bylaws, the term of office of the director representing
Pursuant to the provisions of Article 11, paragraph 3) of
5.6
accordance with the terms of these provisions. However,
employee shareholders is set at four years and expires in
representing at least one share of the Company.
of the Company or a number of shares of the FCPE
either individually, or
via
a
Fonds Commun de Placement
director representing employee shareholders must hold,
Monetary and Financial Code, at least one share of the
d’Entreprise
governed by Article L.214-40 of the French
to at least one share of the Company. Failing this, such
Company, or a number of shares of the FCPE equivalent
of the date upon which he or she no longer holds a share
director is considered as having resigned automatically as
hold for the duration of his or her term of office, do not
pertaining to the number of shares that each director must
apply to this employee shareholder director. However, the
The provisions of Article 11, paragraph 2) of the bylaws,
Shareholders’ Meeting for a new four-year period.
In the event that the position of director representing
5.7
Meeting. This director will be elected by the Ordinary
whatsoever, the nomination of the candidates to replace
employee shareholders becomes vacant for any reason
conditions provided for in this Article 11, paragraph 5) of
the previous director will be carried out under the
Shareholders’ Meeting held or, in the event such meeting
the bylaws, at the latest prior to the next Ordinary
vacant, prior to the following Ordinary Shareholders’
is held less than four months after the position became