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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
6.3 Summary table of financial authorizations currently in force or submitted for approval
6
306
Registration Document 2016 — Capgemini
Summary table of financial authorizations
6.3
currently in force or submitted for approval
Authorizations granted by the Combined Shareholders’ Meeting to the Board of Directors to increase
share capital
have expired since the last Combined Shareholders’ Meeting.
The following table summarizes (pursuant, to Article L.225-100 of the French Commercial Code) authorizations still in effect and those that
Purpose of the authorization
Maximum
(in euros)
amount
(1) (2)
resolution
date and
number
Authorization
Expiry
date
Used during 2016
Purchase by the Company of its own
a)
program
shares under a share buyback
capital
10% of share 05/18/2016/
10
th
11/18/2017 4,128,337 shares were purchased under the
€81.18
Liquidity contract) at an average price of
share buyback program (excluding the
As part of the Liquidity contract:
a) 2,686,396 shares purchased at an
average market price of €81.12
b) 2,621,396 shares sold at an average
market price of €81.33
c) The balance on 12/31/2016 is
150,000 shares and about €9 million.
Cancellation of treasury shares
b)
10% of share
capital
period
per 12-month
05/18/2016/
11
th
07/18/2018
of the Board of Directors on 07/26/2016.
€50,129,800.47 were cancelled by decision
617,235 shares with a value of
additional paid-in capital, reserves,
Share capital increase by capitalizing
profit or other eligible amounts
(par value)
€1.5 billion 05/18/2016/
12
th
07/18/2018
This authorization was not used in 2016
shares and/or securities granting
Share capital increase by issuing
d)
granting a right to allocation of debt
access to the share capital, or
instruments,
with retention of PSR
€550 million
(par value)
€7.5 billion
(issue amount)
05/18/2016/
13
th
07/18/2018
This authorization was not used in 2016
shares and/or securities granting
Share capital increase by issuing
e)
granting a right to allocation of debt
access to the share capital, or
PSR, by public offering
instruments,
with cancellation of
(par value)
€137 million
€2.5 billion
(issue amount)
05/18/2016/
14
th
07/18/2018
This authorization was not used in 2016
PSR, by private placement
Share capital increase by issuing
f)
access to the share capital, or
shares and/or securities granting
instruments,
with cancellation of
granting a right to allocation of debt
(par value)
€137 million
(issue amount)
€2.5 billion
05/18/2016/15
th
07/18/2018
This authorization was not used in 2016
Setting the issue price of shares in
increase
with cancellation of PSR
the context of a share capital
(par value)
€137 million
(issue amount)
€2.5 billion
capital
10% of share
05/18/2016/
16
th
07/18/2018
This authorization was not used in 2016
“Greenshoe” option (d) to (g)
05/18/2016/17
th
07/18/2018
This authorization was not used in 2016
(1) Recap of overall limits:
a maximum par value amount of €550 million and a maximum issue amount of €7.5 billion for all issues with and without pre-emptive subscription rights;
including a maximum par value amount of €137 million and a maximum issue amount of €2.5 billion for all issues without pre-emptive subscription rights;
issues performed pursuant to j), k) and l) above are not included in these general limits.
Total share capital increases decided pursuant to j) and k) are capped at a maximum par value amount of €48 million.
(2)
Abbreviations: PSR = Pre-emptive Subscription Rights