CONTENTS - Capgemini

44 ANNUAL
MANAGEMENT REPORT
Capgemini
As this authorization is only valid for 18 months, we are asking
shareholders to replace the 2005 authorization with a similar
authorization to allow the Company (in descending order of
priority):
to provide liquidity for the Cap Gemini share within the scope
of a liquidity contract;
to remit the shares thus purchased to holders of securities
convertible, redeemable, exchangeable or otherwise exercisable
for Cap Gemini S.A. shares upon exercise of the rights attached
thereto in accordance with the applicable regulations (including
the possibility of exercising the call options acquired on June
27, 2005);
to purchase shares to be retained with a view to remitting them
in future in exchange or payment for potential external growth
transactions;
to award shares to employees and corporate officers (on the terms
and by the methods provided for by law), in particular in connection
with stock option plans or company savings plans;
to cancel the shares thus purchased subject to adoption of the
eighth resolution of the Extraordinary Shareholders’ Meeting
included in the agenda of the Shareholders’ Meeting of April 26,
2007 (April 10, 2007 on first call).
To this end, the Board of Directors is seeking a maximum
18-month authorization for the Company to buy back shares
representing up to 10% of its capital, at a maximum price of
REPORT 2006 Capgemini
€70 per share, these purchases taking place within the scope
of:
articles L.225-209 et seq. of the French Commercial Code which
also allow an authorization to be granted to the Board of Directors
to cancel some or all of the shares purchased, up to 10%
of its capital by 24-month period;
European Regulation No. 2273 of December 22, 2003 that came
into effect on October 13, 2004.
4.9 Returned Shares
In the agreements entered into on May 23, 2000 with Ernst &
Young in connection with the sale to Cap Gemini of its consulting
business, it was provided that if any of its former partners
who had become Group employees decided to leave the Group
before a specified period had elapsed, they would be required to
return some or all of the shares they had received at the time of
the sale, the number of shares to be returned depending both on
the reason for and the timing of the individual’s departure. Pursuant
to these agreements, a total of 80,621 Cap Gemini shares
were returned to the Company between February 23, 2006 and
December 31, 2006 (no other shares have been returned since
said date). At December 31, 2006, Cap Gemini no longer held
any such shares following the sale of all of the shares in this portfolio
in December 2006, representing 85,663 shares (including
5,042 shares returned to the Company between February 23,
2005 and February 22, 2006).
4.10 Compensation of directors
Compensation of managing directors
The total gross compensation (fixed and variable) paid to the two managing directors in 2006 breaks down as follows:
(in euros)
Serge KAMPF
Amount paid in 2006
and 2007 for 2006
Amount paid in 2006
(2006 fi xed and 2005 variable)
Fixed 720,000 720,000
Variable 562,000 467,712
Total 1,282,000 1,187,712
Paul HERMELIN
Fixed 1,050,000 1,050,000
Variable 830,500 738,000
Total 1,880,500 1,788,000