CONTENTS - Capgemini

STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS
WITH THIRD PARTIES
YEAR ENDED DECEMBER 31, 2006
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments issued in
the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and
commitments should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.
To the Shareholders,
In our capacity as Statutory Auditors of your Company, we hereby
present our report on regulated agreements and commitments
with third parties.
Regulated agreements and commitments entered into during
the year
In accordance with article L.225-40 of the French Commercial
Code (Code de commerce), we have been advised of the following
agreements and commitments which were authorized by the
Board of Directors.
Our responsibility does not include identifying any undisclosed
agreements or commitments. We are required to report to shareholders,
based on the information provided, on the main terms
and conditions of the agreements and commitments that have
been disclosed to us, without commenting on their relevance or
substance. Under the provisions of article 92 of the March 23, 1967
decree, it is the responsibility of shareholders to determine whether
the agreements are appropriate and should be approved.
We carried out our work in accordance with the professional
standards applicable in France. These standards require that we
perform procedures to verify that the information given to us
agrees with the underlying documents.
Underwriting agreement entered into with Lazard
Frères Banque S.A. authorized by the Board of
Directors’ meeting of November 29, 2006
Director concerned: Bruno Roger
Nature and purpose: in connection with the Company’s capital
increase decided on December 6, 2006, the Company entered into
an underwriting agreement on December 6, 2006 with a banking
syndicate including Lazard Frères Banque S.A., IXIS Corporate &
Investment Bank and Morgan Stanley & Co. International Limited.
The contract provides for the placement of shares to be issued.
Main terms and conditions of the underwriting agreement:
On December 13, 2006 Lazard Frères Banque S.A. undertook
on behalf of Cap Gemini S.A., severally but not jointly with IXIS
Corporate & Investment Bank (known as Lazard-Natixis), to
place or subscribe themselves 3,367,388 Cap Gemini shares at
a minimum subscription price of €43.87 per share (the definitive
subscription price was set at €44.50 per share), with the
possibility for Lazard-Natixis to purchase 336,739 additional
shares within the scope of the “greenshoe” option provided for
in the contract;
On the same date, Cap Gemini S.A. undertook to pay Lazard-
Natixis, in consideration of its payment on December 13, 2006
of the subscription price for 3,367,387 Cap Gemini shares, and
if applicable the 336,739 additional shares within the scope of
the “greenshoe” option, the following fees:
- an underwriting fee;
- a placement fee;
- if applicable, a variable fee (calculated based on the difference
between the subscription price and the weighted average
Cap Gemini share price over the three days prior to the issue
launch date), and at the entire discretion of Cap Gemini S.A.,
an additional success fee.
In total, Lazard-Natixis received remuneration of €2,603,858 in
respect of this agreement for 2006.
The registration of the two corporate officers on
the list of beneficiaries of the collective supplementary
pension scheme set up by the Company and
authorized by the Board of Directors’ meeting
of December 13, 2006
Parties concerned: Serge Kampf and Paul Hermelin
Nature, purpose and terms: The Board of Directors has authorized
the creation of a collective pension scheme to supplement the
obligatory pension scheme, in favor of certain senior executives.
The characteristics and strict eligibility criteria of the plan are
as follows:
- 10 years minimum service in the Group;
- open to employees having been a member of the Group Management
team for five years; or of a Group management function
reporting directly to a member of the Group Management
team for a period of 10 years; or having made a notable and
undisputed contribution to the success of the Group for a
period of 10 years;
- minimal theoretical remuneration of eight times the French
Social Security ceiling;
ANNUAL REPORT 2006 Capgemini
119