Cap Gemini - Registration Document 2016

6

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017

6.1 Resolutions presented at the Ordinary Shareholders’ Meeting

governance practice recommended for companies listed in Paris. It does not purport to be comprehensive and does not important points in the draft resolutions, in accordance with prevailing laws and regulations and with best corporate authorizations currently in force or submitted for approval. The objective of this report is to draw your attention to the consists of this introduction, the overview statements preceding the resolutions and a summary table of financial This report presents the proposed resolutions submitted to the Combined Shareholders’ Meeting by the Board of Directors. It replace a careful reading of the draft resolutions prior to voting. related legal framework application to French companies. available in French on its website www.medef.com for further information on the issues surrounding draft resolutions and the companies for vote”, produced by the French business association, MEDEF, in conjunction with ANSA and AFEP and Shareholders are also invited to refer to the guidelines on the “Draft resolutions presented to shareholders of listed An overview of the financial position, activities and results of the Company and its Group during the last fiscal year and other included in this Registration Document (available on www.capgemini.com), to which you are invited to refer. information required by prevailing law and regulations are also presented in the management report on fiscal year 2016

the Ordinary Shareholders’ Meeting Resolutions presented at

PRESENTATION OF THE 1 ST AND 2 ND RESOLUTIONS

APPROVAL OF THE FINANCIAL STATEMENTS

OVERVIEW

Cap Gemini for the year ended December 31, 2016 as follows: In these two resolutions, we ask you to approve the Company financial statements and the consolidated financial statements of the Company financial statements of Cap Gemini showing a net profit of €950,195,967.31; ◗ the consolidated financial statements of Cap Gemini showing net profit for the Group of €921 million. ◗

FIRST RESOLUTION

Approval of the 2016 Company financial statements The Shareholders’ Meeting, voting in accordance with quorum having read: and majority rules for Ordinary Shareholders’ Meetings and after the management report of the Board of Directors; ◗ of the French Commercial Code; and the Chairman’s report established pursuant to Article L.225-37 ◗

the Statutory Auditors’ report on their audit of the Company, ◗ therein and summarized in these reports. €950,195,967.31, as presented, and the transactions recorded December 31, 2016, showing net profit for the year of approves the Company financial statements for the year ended

SECOND RESOLUTION

of the 2016 consolidated financial statements

statements, the Statutory Auditors’ report on the consolidated financial and summarized in these reports. €921 million, as presented, and the transactions recorded therein December 31, 2016, showing net profit for the Group of approves the consolidated financial statements for the year ended

having read: and majority rules for Ordinary Shareholders’ Meetings and after The Shareholders’ Meeting, voting in accordance with quorum for 2016; and the Group management report of the Board of Directors ◗

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Registration Document 2016 — Capgemini