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

PRESENTATION OF THE 4 TH RESOLUTION

APPROPRIATION OF EARNINGS AND DIVIDEND

OVERVIEW

the year ending 2016 and the setting of dividend. The fourth resolution relates to the appropriation of earnings for total of €261,229,107.40 based on the number of shares ranking It is proposed that the dividend be set at €1.55 per share for a for dividends at December 31, 2016. income. profit (Group share) adjusted for non-recurring non-cash tax shareholders, the corresponding payout ratio is 35.9% of the net long-term development and the redistribution of profits to ensures a balance between the investments required for its In line with the Group’s historic dividend distribution policy that

€3,066,390,921.28, shall be added to retained earnings. Residual distributable profits for the year, dividend will be fully eligible for the 40% tax rebate referred to in For individuals beneficiaries who are French tax residents, this Impôts ). Article 158.3.2° of the French Tax Code ( Code Général des so as not to encourage security lending/borrowing transactions Taking account of the recommendations of certain investors, and dividend payment date starting from May 24, 2017. Directors proposes an ex-dividend date of May 22, 2017 and a around the date of the Shareholders’ Meeting, the Board of i.e .

FOURTH RESOLUTION

Appropriation of earnings and setting of dividend

the recommendations of the Board of Directors to appropriate the net profit for the year ended December 31, 2016 as follows:

and majority rules for Ordinary Shareholders’ Meetings, approves The Shareholders’ Meeting, voting in accordance with quorum

net profit for the year

€950,195,967.31

■

no funding of the legal reserve as already fully funded ■ i.e. a balance of:

€950,195,967.31 €2,377,424,061.37 €3,327,620,028.68 (1) €261,229,107.40 €3,066,390,921.28 €3,327,620,028.68

retained earnings of previous years: ■

i.e. distributable earnings:

allocated to:

■

payment of a dividend of €1.55 per share:

retained earnings for the balance:

giving a total of:

(and the same may be for the total amount of retained earnings) if this number varies between January 1, 2017 and the ex-dividend date. The total amount of the distribution is calculated based on the number of shares ranking for dividends at December 31, 2016, i.e. 168,534,908 shares, and could therefore change (1)

French Tax Code ( Code Général des Impôts ). eligible for the 40% tax rebate referred to in Article 158.3.2° of the shares bearing dividend rights on January 1, 2017, will be fully It should be noted that the dividend, set at €1.55 for each of the The ex-dividend date will be May 22, 2017 and the dividend will be payable from May 24, 2017.

shares held by the Company has evolved compared to that held If, at the time of payment of the dividend, the number of treasury variation will either increase or reduce retained earnings. on December 31, 2016, the fraction of the dividend relating to this years: that the following amounts were paid over the past three fiscal Pursuant to Article 243 bis of the French Tax Code, it is recalled

(in euros) amount (1) Total

Distributed income (2)

(in euros) per share Dividend

(in euros)

Fiscal year 2015 Fiscal year 2014 Fiscal year 2013

231,221,780.55 228,749,429.70 195,149,725.20 198,381,067.20 176,273,919.80 174,095,386.30

1.35 1.20 1.10

Theoretical values calculated based on the number of shares bearing dividend rights on December 31 each year. (1) cancellation of existing shares between January 1 and the ex-dividend date. These amounts were fully eligible for the 40% tax rebate referred to in Article 158.3.2° of the French Tax Amounts effectively paid after adjusting the number of shares bearing dividend rights as a result of a change in the number of treasury shares, the issuance of new shares and/or the (2) Code (Code Général des Impôts) for each fiscal year.

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Registration Document 2016 — Capgemini