CONTENTS - Capgemini

paragraph 3 of article 158 of the French Tax Code for individuals
subject to personal income tax in France.
Pursuant to article 243 bis of the French Tax Code, the Shareholders’
Meeting is also reminded that a €0.50 dividend per share
was distributed for the 2005 financial year (fully eligible for the
40% tax rebate), but that no dividend was distributed for 2004
and 2003.
4.4 Regulated agreements
Shareholders are asked to approve two resolutions concerning
regulated agreements:
The third resolution relates to the underwriting agreement
entered into with parties 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 in connection with the capital increase
decided on December 5 and 6, 2006. As Bruno Roger is a corporate
officer with both Lazard Frères S.A.S. (Chairman) and Cap
Gemini S.A. (Director), the contract is classified as a regulated
agreement for legal purposes.
The fourth resolution relates to the confirmation of the registration
of two corporate officers (Serge Kampf, Chairman of the
Board of Directors and Paul Hermelin, Chief Executive Officer)
on the list of beneficiaries of a supplementary collective pension
scheme implemented by the Company in favor of senior
executives regarded as having made a lasting contribution to
the Group’s development.
4.5 Share capital and ownership structure
The Company’s share capital was increased by €100 million in the
course of 2006 (moving from €1,052,655,824 to €1,152,654,464)
following:
the issue of 790,393 shares upon the exercise of stock options
granted in prior years to Group employees;
the issue of 312,127 shares upon the exercise of the share warrants
issued at the time of the public exchange offer launched by
the Company in October 2003 on the shares of Transiciel;
the issue of 11,397,310 shares subscribed in connection with
the December 2006 cash capital increase.
Pursuant to article L.233-13 of the French Commercial Code (Code
de Commerce), the Board of Directors informs shareholders that
based on notifications received (on September 8 and September
12, 2006, respectively) and in the absence of other subsequent
disclosures, Goldman Sachs Asset Management LP and Barclays
Plc each directly or indirectly held at the balance sheet date more
than 5% of the Company’s share capital and voting rights.
Furthermore, during the year:
Société Générale directly and indirectly increased its interest
to above, and reduced its interest to below, the legal disclosure
threshold of 5% of the Company’s share capital and voting
rights;
Goldman Sachs Asset Management LP increased its interest to
above the 5% legal disclosure threshold as a result of operations
carried out on behalf of its asset management clients;
Barclays Plc indirectly increased its interest to above the 5%
legal disclosure threshold as a result of operations carried out
on behalf of its subsidiaries.
4.6 Stock options
The Extraordinary Shareholders’ Meeting of May 12, 2005 authorized
the Board of Directors to grant stock options to certain
employees of the Company and its French and foreign subsidiaries.
The authorization was given for a period of 38 months
commencing May 12, 2005 and the number of shares to be subscribed
on exercise of the options was limited to six million. The
Board of Directors used this authorization, which set up the Sixth
Stock Option plan, and on October 1, 2006 granted options on
2,067,000 shares to 692 Group employees. The option exercise
price was set at €43 per share, representing the average of the
prices quoted for the Company’s shares over the 20 trading days
preceding the date of grant.
In the event of a notice of authorization of a tender offer or public
exchange offer for the Company’s shares published by Euronext,
option holders would be entitled to exercise all of their remaining
unexercised options immediately without waiting for the end of
the vesting period specified at the time of grant.
During 2006, 773,838 shares were subscribed on exercise of
options granted under the Fifth Plan and 16,555 shares were
subscribed on exercise of options granted under the Sixth Plan,
representing a total of 790,393 shares (equal to 0.55% of the
share capital at December 31, 2006). No further shares could be
subscribed under the First, Second and Third and Fourth Plans, for
which the exercise periods expired on November 1, 1995, April 1,
1999, April 1, 2002, and December 1, 2006 respectively.
4.7 Employee shareholdings
Pursuant to article L.225-102 of the French Commercial Code,
the Board of Directors informs the shareholders that as of December
31, 2006, the Transiciel investment fund held 0.06% of the
Company’s share capital following the contribution of all of its
shares to the public exchange offer launched by Cap Gemini on
Transicel’s shares in December 2003.
4.8 Authorization to buy back the Company’s
shares
The shareholders are reminded that the 2005 Ordinary Shareholders’
Meeting renewed the authorization granted to the Company to buy
back its shares under certain conditions. This authorization was used
in 2006 in connection with the ongoing liquidity contract set up with
Crédit Agricole Cheuvreux on September 30, 2005 with a view to
improving the liquidity of the Cap Gemini share and the regularity
of its quotation. In 2006, CA Cheuvreux acquired 1,803,492 Cap
Gemini shares on behalf of Cap Gemini S.A., at an average price of
€41.44 per share. These shares represented 1.25% of Cap Gemini
S.A.’s capital at December 31, 2006. During the same period, CA
Cheuvreux also sold 1,808,212 Cap Gemini shares at an average
price of €42.14 per share. Negotiation fees relating to the acquisition
and sale of Cap Gemini shares over the period amounted to
€147,819, excluding fees paid to CA Cheuvreux. At December 31,
2006, the position of the liquidity contract showed 80,280 treasury
shares, representing 0.06% of Cap Gemini’s capital at that date and
€9 million of cash available (out of a total liquidity line of €10 million
allocated to the contract). These shares were worth €3,640,188 on
the basis of their acquisition price and €3,817,314 on the basis of
the closing price for Cap Gemini shares on December 29, 2006.
ANNUAL REPORT 2006 Capgemini
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