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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
6.4 Statutory auditors’ reports
6
310
Registration Document 2016 — Capgemini
access to the company's share capital reserved for members of Capgemini Group
Statutory Auditors’ report on the issue of ordinary shares and/or securities giving
employee savings plan
Combined General Meeting of May 10, 2017 – Seventeenth resolution
English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and
professional auditing standards applicable in France.
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of
To the Shareholders,
In our capacity as Statutory Auditors of Cap Gemini S.A. and in accordance with Articles L.228-92 and L.225-135
et seq
of the French
to the Company’s capital, with cancelation of pre-emptive subscription rights, reserved for members of a Capgemini Group employee
Commercial Code
(Code de commerce)
, we hereby report to you on the proposal to issue ordinary shares and/or securities giving access
savings plan, subject to a maximum nominal amount of €48 million, which is submitted to you for your approval.
Code and Articles L.3332-18
et seq
. of the French Labor Code
(Code de travail)
.
This share capital increase is submitted to you for approval pursuant to the provisions of Article L.225-129-6 of the French Commercial
conditions of this transaction and that you waive your pre emptive subscription rights to the ordinary shares and securities to be issued.
On the basis of its report, the Board of Directors proposes that you grant it the authority, for an 18-month period, to set the terms and
It is the Board of Directors' responsibility to prepare a report in accordance with Articles R.225-113
et seq.
of the French Commercial
cancelation of pre-emptive subscription rights and on certain other information relating to this issue, presented in this report.
Code. It is our responsibility to express an opinion on the fairness of the information taken from the financial statements, on the proposed
transaction and the methods used to set the issue price of the securities to be issued.
engagements. These procedures consisted in verifying the information disclosed in the Board of Directors' report pertaining to the
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such
methods used to set the issue price of the securities to be issued given in the Board of Directors' report.
Subject to a subsequent examination of the terms and conditions of the proposed issue, we have no matters to report as regards the
Since the final terms and conditions of the issue have not been set, we do not express an opinion in this respect or, consequently, on the
proposed cancelation of shareholders’ pre-emptive subscription rights.
In accordance with Article R.225-116 of the French Commercial Code, we will prepare an additional report when the Board of Directors
uses this delegation.
Neuilly-sur-Seine, March 16, 2017
Paris La Défense, March 16, 2017
PricewaterhouseCoopers Audit
Department of KPMG S.A.
KPMG Audit
Françoise Garnier
Partner
Richard Béjot
Partner
Frédéric Quélin
Partner