Shareholders’ Meeting of May 19, 2022

Paris, May 20, 2022 – The Shareholders’ Meeting of Capgemini SE, held yesterday at Pavillon Gabriel in Paris, adopted all of the resolutions put to the vote.

After two editions held behind closed doors due to health conditions, the company’s Shareholders’ Meeting was back to an in-person format, while being broadcasted live on the company's website.

At the Shareholders’ Meeting, shareholders approved the distribution of a dividend of 2.40 euros per share in respect of the 2021 financial year, to be paid from June 3, 2022, with an ex-dividend date of June 1st, 2022.

The Shareholders’ Meeting approved the renewal of the terms of office as directors of Paul Hermelin, Xavier Musca and Frédéric Oudéa for a four-year term. The Board of Directors meeting at the end of the Shareholders’ Meeting decided to approve the maintenance of a governance structure that separates the functions of Chairman and Chief Executive Officer, and the reappointment of Mr Paul Hermelin as non-executive Chairman of the Board to benefit from his experience, expertise and in-depth knowledge of the Group. Mr Frédéric Oudéa was also reappointed as Lead Independent Director.

The Shareholders’ Meeting approved the appointment of two new directors:

• Maria Ferraro^[1], has been appointed to the Board of Directors for a four-year term. A Canadian citizen, Mrs Ferraro is Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH, as well as Chief Inclusion & Diversity Officer at Siemens Energy. She has acquired throughout her career financial expertise and solid experience in the manufacturing, technology and energy sectors within a global group at the heart of the Intelligent Industry’s development. She will bring to the Board her inclusion and diversity expertise, as well as her knowledge of European and Asian markets. The Board has indicated that it considers Maria Ferraro to be an independent director in accordance with the criteria of the AFEP-MEDEF Code to which the Company refers;
• Oliver Roussat^[2], has been appointed to the Board of Directors for a four-year term. A French citizen, Mr Roussat is Chief Executive Officer of Bouygues SA, a global construction, energy and transport infrastructures group, which is also a leader in the French media sector and a major telecoms player in France. He will bring to the Board his sector experience, particularly in the telecoms and media sector, as well as his expertise in digital and technology transformation. The Board has indicated that it considers Olivier Roussat to be an independent director in accordance with the criteria of the AFEP-MEDEF Code to which the Company refers;

Mrs Dors has expressed her wish not to renew her term of office and the Board of Directors warmly thanked her for her contributions to the work of the Board and its committees during her term of office. Mr. Patrick Pouyanné has been appointed Chairman of the Compensation Committee as a replacement.

At the end of this Shareholders' Meeting, the Board of Directors of Capgemini SE now has 15 directors3, including two directors representing employees. Of its members, 83% are independent directors4, 40% are international directors and 42% are women5. This composition reflects the Board’s renewed ambition to pursue its internationalization, to deepen its industry expertise and to enrich the diversity of its profiles.

The Shareholders’ Meeting approved 2021 compensation components and benefits paid or granted to Paul Hermelin, Chairman of the Board, as well as to Aiman Ezzat, Chief Executive Officer. The report on the compensation of corporate officers and the various 2022 compensation policies for executive corporate officers and directors were also approved.

Finally, the Shareholders’ Meeting approved all the financial delegations granted to the Board of Directors and the amendment of the Company’s bylaws.

A detailed breakdown of voting results as well as full webcast of the General Meeting can be found on the Capgemini website:

https://investors.capgemini.com/en/event/2021-shareholders-meeting/

DISCLAIMER

This press release may contain forward-looking statements. Such statements may include projections, estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding future performance or events. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “projects”, “may”, “would”, “should” or the negatives of these terms and similar expressions. Although Capgemini’s management currently believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking statements are subject to various risks and uncertainties (including without limitation risks identified in Capgemini’s Universal Registration Document available on Capgemini’s website), because they relate to future events and depend on future circumstances that may or may not occur and may be different from those anticipated, many of which are difficult to predict and generally beyond the control of Capgemini. Actual results and developments may differ materially from those expressed in, implied by or projected by forward-looking statements. Forward-looking statements are not intended to and do not give any assurances or comfort as to future events or results. Other than as required by applicable law, Capgemini does not undertake any obligation to update or revise any forward-looking statement.

This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.

 

 

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[1] A biography of Ms. Maria Ferraro is presented in the appendix Capgemini press release from May 20th, 2022
[2] A biography of Mr. Olivier Roussat is presented in the appendix Capgemini press release from May 20th, 2022
[3] Composition of the Capgemini SE Board of Directors in the appendix Capgemini press release from May 20th, 2022
[4] The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the AFEP-MEDEF Code.
[5] The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the French Commercial Code currently in force.