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of the countries in which beneficiaries are based is considered<br />
unfavorable for the employee and/or the Company (mainly the<br />
Netherlands and the Nordic countries). The Board is therefore<br />
asking shareholders to grant it authorization to allocate, free of<br />
consideration, existing shares or shares to be issued to employees<br />
of the Group, up to a maximum of 0.5% of the Company’s capital<br />
(720,000 shares). Shareholders are asked to grant the Board full<br />
powers to determine the beneficiaries of the share awards, the<br />
terms and conditions for the issue and, where necessary, the<br />
criteria for allocating the shares. The allocation of the shares to<br />
their beneficiaries shall only be definitive at the end of a minimum<br />
vesting period of two years as from the date of allocation<br />
by the Board of Directors, with the minimum period of retention<br />
of the shares by the beneficiaries also set at two years as from<br />
their definitive allocation. The Board may, in accordance with the<br />
law, extend the minimum retention period for corporate officers,<br />
either by deciding that the shares granted free of consideration<br />
may not be transferred before the termination of their duties, or<br />
by setting the quantity of shares that said officers will be required<br />
to hold in registered form until the termination of their duties.<br />
This authorization is given for a period of 38 months.<br />
8.3 Updating of the bylaws further to decree<br />
no. 2006-1566 of December 11, 2006<br />
The Board of Directors is asking for authorization to bring article<br />
19 of the bylaws (“General Shareholders’ Meetings”) into line with<br />
the provisions of decree no. 2006-1566 of December 11, 2006<br />
amending the March 23, 1967 decree on commercial companies,<br />
particularly as regards evidence of shareholder identity and ownership.<br />
The procedure whereby shares are temporarily blocked<br />
prior to such Meetings will be replaced by a “record date” system,<br />
whereby ownership of the shares is evidenced by a snapshot of<br />
the company’s share register taken at the closest possible time to<br />
the Meeting (as of 12:00 a.m. Paris time on the third working day<br />
preceding the Meeting).<br />
ANNUAL REPORT 2006 <strong>Capgemini</strong><br />
49
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