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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
307
Registration Document 2016 — Capgemini
Purpose of the authorization
(in euros)
Maximum
amount
(1) (2)
resolution
number
date and
Authorization
Expiry
date
Used during 2016
shares and/or securities granting
consideration for contributions in kind
access to the share capital in
Share capital increase by issuing
h)
(par value)
€137 million
(issue amount)
€2.5 billion
capital
10% of share
05/18/2016/
18
th
07/18/2018
This authorization was not used in 2016
Company
exchange offer made by the
Share capital increase by issuing
i)
granting access to the share capital,
ordinary shares and/or securities
debt instruments, in consideration for
or granting a right to allocation of
shares tendered to a public
(par value)
€125 million
€1.25 billion
10% of share
capital
05/07/2014/
29
th
07/07/2016
This authorization was not used in 2016
shares and/or securities granting
Share capital increase by issuing
cancellation of PSR, reserved for
access to the share capital with
members of Group savings plans
€48 million
(par value)
(2)
05/18/2016/
19
th
07/18/2018
This authorization was not used in 2016
shares and/or securities granting
Share capital increase by issuing
k)
cancellation of PSR, reserved for
access to the share capital with
subsidiaries
employees of certain non-French
(par value)
(2)
€48 million 05/18/2016/
20
th
11/18/2017
This authorization was not used in 2016
Grant of performance shares
l)
capital
1% of share 05/18/2016/
21
st
11/18/2017 1,663,500 performance shares (€13.3 million
1,175 beneficiaries by decision of the Board
par value) were granted to
of Directors on 07/26/2016
(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.
(2) Total share capital increases decided pursuant to j) and k) are capped at a maximum par value amount of €48 million.
Delegations to be presented at the Shareholders’ Meeting of May 10, 2017
Purpose of the authorization
Maximum amount
and resolution
Authorization date
number
Duration
Expiry Date
program
Purchase by the Company of its own shares under a share buyback
capital
10% of share
05/10/2017/
11
th
18 months
(up to 11/10/2018)
Grant of performance shares
1% of share capital
05/10/2017/
16
th
18 months
(up to 11/10/2018)
access to the share capital with cancellation of PSR, reserved for
Share capital increase by issuing shares and/or securities granting
members of Group savings plans
(par value)
(1)
€48 million
05/10/2017/
17
th
18 months
(up to 11/10/2018)
access to the share capital with cancellation of PSR, reserved for
Share capital increase by issuing shares and/or securities granting
employees of certain non-French subsidiaries
€24 million
(par value)
(1)
05/10/2017/
18
th
18 months
(up to 11/10/2018)
(1) The total share capital increases decided pursuant the 18
th
resolution are included in the general limit of the 17
th
resolution.
Abbreviations: PSR = Pre-emptive Subscription Rights