CONTENTS - Capgemini

128 ANNUAL
SPECIFIC INFORMATION
Capgemini
SHARE CAPITAL
Amount of capital
As of December 31, 2006, the Company’s share capital amounted
to €1,152,654,464, represented by 144,081,808 fully paid-up
common shares with a par value of €8.
Shares may be issued in either registered or bearer form, at the
shareholder’s discretion.
REPORT 2006 Capgemini
Financial authorizations
Financial authorizations currently applicable
The Combined Shareholders’ Meeting of May 11, 2006 authorized
the Board of Directors to carry out various transactions in respect
of the Company’s capital. Under the authorizations the Board of
Directors may increase capital by a maximum nominal amount
of €450 million (excluding capital increase through capitalization
of retained earnings or reserved for employees) and carry
out issues for an aggregate amount of €3 billion, subject to the
following ceilings:
Type of securities Maximum amount
Date of Expiry date of
(in euros) authorization authorization
Common shares paid up by capitalizing retained earnings,
income or additional paid-in capital
1.5 billion (nominal value) May 11, 2006 July 11, 2008
Common shares and/or securities convertible, redeemable,
exchangeable or otherwise exercisable for new shares of the
Company, or granting a right to allocation of debt
instruments, with PSR
Common shares and/or other securities convertible,
redeemable, exchangeable or otherwise exercisable for new
shares of the Company, or granting a right to allocation of
debt instruments, without PSR (3)
450 million (nominal value) (1)
3 billion (2) May 11, 2006 July 11, 2008
200 million (nominal value) (1)
1.5 billion (2) May 11, 2006 July 11, 2008
Common shares without PSR
(French law on employee savings plans) 28 million (nominal value) May 11, 2006 July 11, 2008
PSR = pre-emptive subscription rights
(1) Ceiling for increases in the Company’s share capital (nominal value) permissible through the issuance of shares or of securities
convertible, redeemable, exchangeable or otherwise exercisable for new shares of the Company.
(2) Overall ceiling for the issuance of securities convertible, redeemable, exchangeable or otherwise exercisable for new shares of the
Company, or granting a right to allocation of debt instruments.
(3) Including those issued to provide payment for shares/securities tendered to a share exchange offer initiated by the Company for
shares in a company listed on a regulated market, or as payment for contributions in kind to the Company of shares and/or securities.
Apart from the specific ceilings set out in the table above, capital increases carried out as payment for contributions in kind are also
capped at 10% of the Company’s current share capital.
In the event that securities are issued without pre-emptive subscription
rights, shareholders may be given a non transferable
priority right to subscribe for the securities by the Board of Directors.
On November 29, 2006, the Board of Directors decided to issue
shares for cash without pre-emptive subscription rights or priority
subscription period for existing shareholders, further to a
delegation of authority without pre-emptive subscription rights.
The total amount of the issue was €507 million, represented by
11,397,310 new shares with a nominal value of €8 each (i.e., a
total nominal issue amount of €91 million).