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May General Assembly 19, 2022
Paris, May 20, 2022 – The General Meeting of Capgemini SE, held yesterdaythere to Flag Gabriel in Paris, adopted all the resolutions put to the vote.
After two editions held behind closed doors due to sanitary conditions, the company’s General Meeting returned to a face-to-face format, while being broadcast live on the company’s website.
At the General Meeting, the shareholders approved the distribution of a dividend of 2.40 euros per share for the 2021 financial year, payable as of June 3, 2022, with an ex-dividend date of June 1st2022.
The General Meeting approved the renewal of the directorships of Paul Hermelin, Xavier Musca and Frédéric Oudéa for a period of four years. The Board of Directors meeting following the General Meeting decided to approve the maintenance of a governance structure separating the functions of Chairman and Chief Executive Officer, and the renewal of the term of Mr. Paul Hermelin as Non-executive Chairman of the Board for the benefit of his experience, expertise and in-depth knowledge of the Group. Mr. Frédéric Oudéa was also reappointed as lead director.
The General Meeting approved the appointment of two new directors:
- Maria Ferraro1 was appointed to the Board of Directors for a four-year term. A Canadian citizen, Ms. Ferraro is Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH, as well as Director of Inclusion and Diversity at Siemens Energy. Throughout her career, she has acquired financial expertise and solid experience in the manufacturing, technology and energy sectors within a global group at the heart of the development of Smart Industry. She will bring to the Board her expertise in terms of inclusion and diversity, as well as her knowledge of the European and Asian markets. The Board indicated that it considered Maria Ferraro to be an independent director within the meaning of the criteria of the AFEP-MEDEF Code to which the Company refers;
- Olivier Roussat2 was appointed to the Board of Directors for a four-year term. A French national, Mr. Roussat is Chief Executive Officer of Bouygues SA, a global construction, energy and transport infrastructure 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 industry experience, particularly in the telecoms and media sector, as well as his expertise in digital and technological transformation. The Board indicated that it considered Olivier Roussat to be an independent director within the meaning of the criteria of the AFEP-MEDEF Code to which the Company refers;
Ms. Dors expressed her wish not to renew her mandate and the Board of Directors warmly thanked her for her contribution to the work of the Board and its committees during her mandate. Mr. Patrick Pouyanné was appointed Chairman of the Remuneration Committee as a replacement.
At the end of this General Meeting, the Board of Directors of Capgemini SE now has 15 directors3, including two directors representing employees. Of its members, 83% are independent directors440% are international directors and 42% are women5. This composition reflects the Board’s renewed ambition to pursue its internationalization, deepen its sector expertise and enrich the diversity of its profiles.
The General Meeting approved the 2021 compensation and benefits elements paid or awarded 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 General Meeting approved all the financial delegations granted to the Board of Directors and the modification of the Company’s Articles of Association.
Details of the results of the votes as well as the complete retransmission of the General Meeting are available on the Capgemini website: https://investors.capgemini.com/en/event/2022-shareholders-meeting/.
WARNING
This press release may contain forward-looking statements. These statements may include projections, estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations regarding future financial results, events, operations and services and product development, as well as as statements regarding future performance or events. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “projects”, “may”, “should”, “should” or the negatives of such similar terms and expressions. Although Capgemini’s management currently believes that the expectations reflected in these forward-looking statements are reasonable, investors are cautioned that the forward-looking statements are subject to various risks and uncertainties (including, without limitation, the risks identified in the Capgemini’s Universal Registration Document available on Capgemini’s website), as they relate to future events and depend on future circumstances which may or may not occur and may differ from those anticipated, many of which are difficult to predict and generally beyond Capgemini’s control. Actual results and developments may differ materially from those expressed, implied or projected by the forward-looking statements. Forward-looking statements are not intended to and do not provide any assurance or comfort as to future events or results. Except as required by applicable law, Capgemini undertakes no obligation to update or revise any forward-looking statement.
This press release does not contain or constitute an offer to sell securities or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.
IN REGARDS TO CAPGEMINI
Capgemini is a global leader in partnering with businesses to transform and manage their business by harnessing the power of technology. The Group is guided daily by its goal of unleashing human energy through technology for an inclusive and sustainable future. It is a responsible and diverse organization of more than 340,000 team members in more than 50 countries. With 55 years of experience and deep industry expertise, Capgemini is trusted by its clients to meet all of their business needs, from strategy and design to operations, fueled by the changing world fast and innovative cloud, data, AI, connectivity, software, digital engineering and platforms. In 2021, the Group achieved worldwide sales of 18 billion euros.
To have JThe future you want | www.capgemini.com
ANNEX 1
BIOGRAPHIES
Mrs Maria Ferraro
A Canadian citizen, Ms. Maria Ferraro is Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH, as well as Director of Inclusion and Diversity at Siemens Energy.
Ms. Maria Ferraro was appointed Board Member and Chief Financial Officer of Siemens Energy AG and Board Member and Chief Financial Officer of Siemens Energy Management GmbH effective May 1, 2020. Prior to her appointment, she held several positions senior management positions in Corporate Finance within Siemens in the United Kingdom, as well as in Canada, Germany and the United States.
Prior to being appointed Chief Financial Officer of Siemens Energy, Ms. Maria Ferraro held the position of Chief Financial Officer for the operating company Digital Industries as well as Chief Diversity Officer at Siemens AG.
Mrs. Maria Ferraro was born and educated in Canada. She is a Designated Chartered Accountant and spent her early career with PricewaterhouseCoopers (PwC) and Nortel Networks, holding various positions in Canada and globally while gaining in-depth experience in European and Asian markets.
Mr.Olivier Roussat
A French national, Mr. Olivier Roussat is Chief Executive Officer of Bouygues SA.
Mr. Olivier Roussat is a graduate of Institute national science applied (INSA) of Lyons. He began his career at IBM in 1988 where he held various positions in data network services, service delivery and pre-sales. He joined Bouygues Telecom in 1995 to set up the network management center and network processes. He then became responsible for network operations and the provision of telecom and IT services. In May 2003, he was appointed director of the network and became a member of the executive committee of Bouygues Telecom. In January 2007, Mr. Olivier Roussat took over as head of the Performance and Technology division, which brings together Bouygues Telecom’s cross-functional technical and IT departments: networks, information systems, process engineering, purchasing, business services and real estate development. He was also given responsibility for the Bouygues Telecom head office and the Technopôle buildings.
Olivier Roussat became Deputy Chief Executive Officer of Bouygues Telecom in February 2007 and appointed Chief Executive Officer in November 2007. He was then Chairman and Chief Executive Officer of Bouygues Telecom from May 2013 to November 2018, before being appointed Chairman of the Board of administration. of Directors until February 2021. He was appointed Chairman of the Board of Directors of Colas SA from October 2019 to February 2021.
On August 30, 2016, Olivier Roussat was appointed Deputy Chief Executive Officer of Bouygues and on February 17, 2021, he was appointed Chief Executive Officer of Bouygues.
AANNEX 2
Composition of the Board of Directors of Capgemini SE and its committees following the General Meeting of May 19, 2022
Composition of the Board of Directors:
Paul Hermelin – President
Frederic Oudea – Lead Director and Vice-Chairman
Clever Xiaoqun
Aiman Ezzat – CEO
Maria Ferraro
Pierre Goulaïeff – Director representing employees
Siân Herbert-Jones
Herve Jeannin – Director representing employees
Belen Moscoso del Prado
Xavier Musca
Patrick Pouyanne
Olivier Roussat
Tanja Ruckert
Kurt Sievers
Lucie Sinapi Thomas – Director representing employee shareholders
The Board of Directors meeting on May 19, 2022 following the General Meeting modified the composition of its committees as follows:
Audit and Risk Committee: Xavier Musca (Chairman), Xiaoqun Clever, Maria Ferraro, Siân Herbert-Jones.
Compensation Committee: Patrick Pouyanné (Chairman), Pierre Goulaieff, Belen Moscoso del Prado, Kurt Sievers, Lucia Sinapi-Thomas.
Ethics and Governance Committee: Frédéric Oudéa (Chairman), Siân Herbert Jones Xavier Musca, Patrick Pouyanné.
Strategy & CSR Committee: Paul Hermelin (Chairman), Aiman Ezzat, Hervé Jeannin, Olivier Roussat, Tanja Rueckert, Kurt Sievers.
1 A biography of Mrs. Maria Ferraro is presented in the appendix.
2 A biography of Mr. Olivier Roussat is presented in the appendix.
3 Composition of the Board of Directors of Capgemini SE in appendix.
4 Directors representing employees and employee shareholders are not taken into account for the calculation of this percentage, in accordance with the provisions of the AFEP-MEDEF Code.
5 Directors representing employees and employee shareholders are not taken into account for the calculation of this percentage, in accordance with the provisions of the Commercial Code in force.
