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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
311
Registration Document 2016 — Capgemini
access to the company's share capital, with cancelation of pre-emptive
Statutory Auditors' report on the issue of ordinary shares and/or securities
subscription rights, reserved for employees of certain non-french subsidiaries
Combined General Meeting of May 10, 2017 – Eighteenth resolution
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of
professional auditing standards applicable in France.
English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and
To the Shareholders,
seventeenth resolution.
Commercial Code
(Code de commerce)
, we hereby report to you on the proposal to issue ordinary shares and/or securities giving access
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
Capgemini Group subsidiaries, which is submitted to you for approval. The maximum nominal amount of the capital increase that may
to the Company's share capital, with cancelation of pre-emptive subscription rights, reserved for employees of certain non-French
result from this issue is €24 million, it being specified that this amount will be deducted from the limit of €48 million provided for in the
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
conditions of this transaction and that you waive your pre-emptive subscription rights to subscribe to the securities to be issued.
Code. It is our responsibility to express an opinion on the fairness of the information taken from the financial statements, on the proposed
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.
transaction and the methods used to set the issue price of the securities to be issued, it being specified that this authority may only be
used in the context of the authorization granted in the seventeenth resolution.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such
engagements. These procedures consisted in verifying the information disclosed in the Board of Directors' report pertaining to the
Subject to a subsequent examination of the terms and conditions of the proposed issue, we have no matters to report as regards the
methods used to set the issue price of the securities to be issued given in the Board of Directors' report.
proposed cancelation of shareholders’ pre emptive subscription rights.
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
uses this delegation.
In accordance with Article R.225-116 of the French Commercial Code, we will prepare an additional report when the Board of Directors
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