CONTENTS - Capgemini

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126 ANNUAL SPECIFIC INFORMATION Company name and head office Name: Cap Gemini Head office: 11, rue de Tilsitt, 75017 Paris, France Legal form and governing law The company is a “société anonyme” governed by the French Companies Act of July 24, 1966 (Law no. 66-537) and Decree no. 67-236 of March 23, 1967 (modified by Decree no. 2006- 1566 of December 11, 2006). Date of incorporation and term The Company was incorporated on September 17, 1984. It was registered on October 4, 1984. The Company was set up for a period of ninety-nine years from the date of its registration. It may be wound up in advance or have its term extended by decision of the Extraordinary Shareholders’ Meeting. Corporate purpose (article 3 of the bylaws) The Company’s purpose is to assist companies in France and abroad in managing and developing their businesses by providing them with the benefit of its knowledge of their industry, its knowhow in the area of business process engineering and re-engineering, and its expertise in the area of information technologies. To fulfill this purpose, the Company carries out on behalf of clients, either directly or through its subsidiaries or affiliates, one or more of the following activities, on an individual or integrated basis: 1. Management consulting Working closely with clients, the Company provides change management assistance to companies by helping them to redefine or redirect their strategy, change their product and service lines, re-engineer their structures and business processes, restore staff motivation and achieve other changes. To this end, the Company uses all the possibilities offered by the latest information technologies wherever appropriate. 2. Information systems development The Company designs and installs information systems. Its services include the development of customized software, the installation of software applications available on the market or developed internally, the integration of systems incorporating hardware, communication systems, customized software, software packages and other components. The Company also supports clients’ IT projects by providing consulting, project management, training and assistance services. 3. Outsourcing The Company manages all or part of its clients’ IT resources REPORT 2006 <strong>Capgemini</strong> on their behalf. Where requested by clients, the Company may perform all or part of this service using its own hardware, telecommunications systems and other equipment. The Company may also manage the IT-based services offered to its clients’ own clientele. In addition, it may work in partnership with clients within a structure conducting all or some of these activities. In order to fulfill its corporate purpose, the Company may decide to: create specialist subsidiaries or acquire interests in the capital of other companies and manage their business in exchange for a fee. Management services include the provision of technical, marketing, legal and financial assistance, promotion of a consistent image, organization of financial structures, assistance in negotiations to help these companies win new contracts, training, research and development support, etc., invest and manage the Company’s available funds, make cash advances, and provide any and all guarantees or collateral on behalf of subsidiaries and affiliates, obtain or acquire and use any and all patents and manufacturing processes and sell, contribute or license any such patents and processes. In broader terms, the Company’s purpose is to carry out any and all commercial, industrial, securities, real estate or financial transactions related directly or indirectly to any of the above purposes or any similar or associated purpose or which are likely to facilitate the fulfillment or furtherance of said purposes. Incorporation details The Company is registered with the Paris Companies Registry (Registre du Commerce des Sociétés) under number 330 703 844. APE business identifier code: 741 J. Consultation of legal documents Documents relating to the Company, including the bylaws, the financial statements, the reports of the Board of Directors (or the Directoire, from May 24, 1996 through May 23, 2000) to the General Shareholders’ Meetings, and the Statutory Auditors’ reports are available for consultation at the Company’s head office at 11, rue de Tilsitt, 75017 Paris, France. Fiscal year The Company’s fiscal year commences on January 1 and ends on December 31. Appropriation and distribution of earnings The General Shareholders’ Meeting has sole discretionary powers to decide the appropriation of distributable income, as defined by French company law. Consequently, the General Shareholders’
Meeting may decide to appropriate all or part of distributable earnings to revenue reserves, special reserves or retained earnings, or to distribute all or part of the amount to shareholders. The General Shareholders’ Meeting also decides the terms and conditions of payment of dividends. In particular, shareholders may be offered a stock dividend alternative, in which case the related dividends will be paid in the form of new shares credited as fully paid, in compliance with the provisions of the applicable laws and regulations. The above provisions also apply to the distribution of interim dividends, subject to compliance with French company law. In addition, the General Shareholders’ Meeting may decide to distribute a dividend out of distributable reserves, subject to compliance with French company law. General Shareholders’ Meetings Shareholders may participate in Meetings in person, by proxy or by casting a postal vote, subject to submitting evidence of their identity and ownership of the shares. Ownership of the shares is evidenced by an entry in the Company’s share register in the name of the shareholder (or of the intermediary acting on their behalf if they are domiciled outside France), or in the register of bearer shares held by the applicable authorized intermediary. Such entries must be recorded by 12:00 a.m. (Paris time) on the third working day preceding the Meeting and any related notices must be filed at the address indicated in the notice of meeting. Shareholders who have informed the Company that they wish to participate in a Meeting in person, by proxy or by casting a postal vote may not alter their method of participation. However, attendance at a Meeting by a shareholder in person shall cancel any proxy or postal votes cast. To be taken into account, postal votes or proxy forms must be received by the Company at least three days prior to the date of the Meeting. Where a shareholder has given proxy to a third party and has also sent in a postal voting form, if there is any difference in the two votes, the postal vote will be taken into account and the proxy ignored. Disclosure thresholds The Extraordinary Shareholders’ Meeting of April 25, 2002 added specific disclosure obligations to the Company’s bylaws. The bylaws now state that shareholders are required to notify the Company if their interest in the Company’s capital or voting rights is increased to above or reduced to below 1% or any multiple thereof. In the event of failure to comply with these disclosure rules, at the request of one or several shareholders with combined holdings representing at least 1% of the Company’s capital or voting rights, the undisclosed shares will be stripped of voting rights. Said sanction will apply for all General Shareholders’ Meetings for a period of two years from the date on which the failure to disclose is rectified. Said request and the decision of the General Shareholders’ Meeting must be recorded in the minutes of the Meeting. Shareholder identification The Company is authorized to obtain details of identifiable holders of bearer shares. The Extraordinary Shareholders’ Meeting of April 25, 2002 added a new article to the Company’s bylaws according to which the Company may request from the share transaction clearing organization, the name, address, nationality and year of birth for an individual or the name, address and date of registration for a Company, of any holders of shares and securities convertible, exchangeable, redeemable or otherwise exercisable for shares carrying voting rights at General Shareholders’ Meetings. The Company may also obtain details of how many shares are held by each shareholder and any applicable restrictions on said shares. Voting rights The voting right attached to shares is proportionate to the capital represented by the shares. All shares have the same par value and they therefore all carry one voting right. No shares have double voting rights. There are no bonus shares. All registered and bearer shares carry one voting right each. Changes in share capital and related rights Changes in the capital or the rights attached to shares may be carried out subject to compliance with French company law and the specific provisions of the bylaws, summarized below. ANNUAL REPORT 2006 <strong>Capgemini</strong> 127
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CONTENTS 02 Financial highlights 03
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THE CAPGEMINI GROUP I - COMPANY HIS
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Prospects for 2007. Demand should r
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is beginning to produce a European
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Professional IT Services Market Sha
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Simplified organization chart for t
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ut also on local issues, in partner
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the investment slowdown led to down
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BREAKDOWN OF WORKFORCE BY AGE: EVOL
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in 2005. Overall satisfaction with
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same content management platform an
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committed to delivering a truly col
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urgent health crises, which an empl
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7.5 The group and the environment E
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principles into its offers and to r
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this trend is set to increase in th
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Economic conditions The Group’s g
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STOCK MARKET CAPITALIZATION From Ja
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MANAGEMENT REPORT PRESENTED BY THE
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1.5 Profitability Operating margin
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€193 million in actuarial gains r
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paragraph 3 of article 158 of the F
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As is the case for all the Group’
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VI - FINANCING POLICY AND MARKET RI
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of the countries in which beneficia
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under French corporate governance g
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is based on the percentage of attai
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internal control procedures cannot
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specific issues relating to the fol
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Management and, above all, the Chai
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GROUP CONSOLIDATED FINANCIAL STATEM
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CONSOLIDATED STATEMENTS OF INCOME F
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CONSOLIDATED STATEMENTS OF CASH FLO
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(1) Restated in accordance with IFR
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Exchange differences arising on mon
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term growth rates for the period be
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Other financial liabilities With th
Page 75 and 76: NOTE 3 - CHANGES IN GROUP STRUCTURE
Page 77 and 78: In 2004 and 2005, restructuring cos
Page 79 and 80: The difference between the French s
Page 81 and 82: Fair value of options granted and i
Page 83 and 84: Dilutive impact of the June 24, 200
Page 85 and 86: Net value of goodwill At December 3
Page 87 and 88: Reconciliation of the acquisition c
Page 89 and 90: Deferred tax liabilities at Decembe
Page 91 and 92: Total accounts receivable net of ad
Page 93 and 94: Upon early redemption, the bonds ma
Page 95 and 96: The facility agreement includes cov
Page 97 and 98: Cap Gemini S.A. pays a variable rat
Page 99 and 100: B) Analysis of movements in provisi
Page 101 and 102: F) Contributions to plans in 2007 T
Page 103 and 104: NOTE 20 - CURRENT AND NON-CURRENT P
Page 105 and 106: At December 31, 2006, commitments r
Page 107 and 108: Results for 2004 break down as foll
Page 109 and 110: At December 31, 2005, assets and li
Page 111 and 112: NOTE 27 - NUMBER OF EMPLOYEES A) Av
Page 113 and 114: NOTE 29 - LIST OF CONSOLIDATED COMP
Page 115 and 116: Country Consolidated company % inte
Page 117 and 118: FIVE-YEAR FINANCIAL SUMMARY in mill
Page 119 and 120: STATUTORY AUDITORS’ SPECIAL REPOR
Page 121 and 122: STATUTORY AUDITORS’ SPECIAL REPOR
Page 123 and 124: TEXT OF THE DRAFT RESOLUTIONS PRESE
Page 125: Ninth resolution Authorization to b
Page 129 and 130: Proposed renewals of financial auth
Page 131 and 132: Changes in the Company’s capital
Page 133 and 134: CORPORATE GOVERNANCE To avoid repet
Page 135 and 136: MEMBERS OF THE BOARD Yann DELABRIÈ
Page 137 and 138: MEMBERS OF THE BOARD Phil LASKAWY D
Page 139 and 140: DIRECTORS’ INTERESTS This informa
Page 141 and 142: Fees paid by the Group to the Statu
Page 143: CROSS-REFERENCE TABLE To facilitate
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CONTENTS - Capgemini

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