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Combined Shareholders’ Meeting and Board Meeting of May 7, 2014

07 May 2014

During the meeting, shareholders approved in particular the Company and consolidated financial statements for fiscal year 2013. The General Meeting decided to distribute a cash dividend of €1.10 per share, up 10% on last year. The ex-dividend date on Euronext Paris will be May 16, 2014 and the dividend will be payable from May 21, 2014.
The Shareholders’ Meeting adopted the resolutions renewing the terms of office of the founding Chairman of the Group, Mr. Serge Kampf and the Chairman and Chief Executive Officer, Mr. Paul Hermelin.
The Shareholders’ Meeting elected two new directors, Mrs. Caroline Watteeuw-Carlisle and Mr. Xavier Musca. It also ratified the cooptation as a director of Mrs. Anne Bouverot following Mr. Bernard’s Liautaud resignation from the Board, performed in October 2013. The outgoing directors, Mrs. Laurence Dors and Messrs. Yann Delabrière, Phil Laskawy and Bruno Roger, were all reappointed. Messrs. Ruud Van Ommeren and Terry Ozan did not seek renewal of their terms of office which expired at the end of the meeting.
The composition of the Board of Directors is therefore significantly renewed, with one quarter of members sitting for less than one year. It is more feminine, with female directors making up more than one-third of the Board. Finally, a majority of its members are independent, as defined by the criteria set out in the AFEP-MEDEF code. The Board is made up of individuals from diverse and complementary professional and cultural backgrounds, true to the Company’s history and values.
During the Board of Directors’ meeting following the Shareholders’ Meeting, Mr. Paul Hermelin was reelected Chairman and Chief Executive Officer and Mr. Serge Kampf was reelected Vice-Chairman of the Board of Directors. Mr. Daniel Bernard, an independent Director of Cap Gemini since 2005 and Chairman of the Ethics and Governance Committee was appointed Lead Independent Director. In addition, Ethics and Governance Committee, Audit Committee and Selection and Compensation Committee now comprise a majority of independent Directors. Finally, the Board of Directors decided to invite the Secretary of the Group Committee – a body representing all Group employees – to participate in all of its meetings in a non-voting capacity.
Appendix: Biography of the new directors elected by the Combined Shareholders’ Meeting of May 7:
Mrs. Anne Bouverot
Anne Bouverot joined the Board of Directors of Cap Gemini S.A. on October 8, 2013, replacing Mr. Liautaud. She was appointed on the same day to the Strategy & Investment Committee.

Anne Bouverot has spent her entire professional career in the Telecoms sector, a key sector for the information technologies business, where she has held several prestigious positions. She was head of strategy for France Télécom group before joining the professional association, GSM, where she is currently Director General and a member of the Board. She therefore holds a privileged position for enriching Capgemini Group’s strategic discussions, given the impact of mobile connections on the use of technologies.

Furthermore, as a director of Edenred and a former director of Groupama, Mrs. Bouverot already has significant experience as a director of Euronext listed companies.
Mrs. Caroline Watteeuw-Carlisle
Mrs. Caroline Watteeuw-Carlisle was until 2013 Chief Technology Officer of Pepsico. Born in Belgium, she has spent her entire professional career in the United States as a technology officer in the financial sector and then the consumer goods sector. She has intimate knowledge of technology developments and an understanding of their impact on user companies, both on their organizations and on their relationships with clients and partners. Furthermore, Mrs. Watteeux-Carlisle’s dual European and US background, gives her a perfect understanding of the two regions where the Group generates 90% of its revenues. Through both her professional experience and personal history, Mrs. Watteeuw-Carlisle will be able to contribute to the Group’s strategic discussions.
Mr. Xavier Musca
Xavier Musca spent his career in government administrations or ministerial cabinets before joining Crédit Agricole in 2012. He was Principal Private Secretary to Francis Mer, Minister for the Economy and Finance from 2002 to 2004, before being appointed Director General of the Treasury and Economic Policy in June 2005. In these positions, Xavier Musca played a key role in preparing major European and global summits from the beginning of the financial crisis. He was the French negotiator at IMF and World Bank meetings and coordinated with his European counterparts the rescue of the banking sector in the European Union. He was appointed Deputy Secretary General of the French President’s Office in February 2009 and was assigned responsibility for the G20 negotiations in London on April 2, 2009, on cleaning up and controlling the global financial system and the fight against tax havens. He was appointed Secretary General of the French President’s Office in February 2011.

On June 13, 2012, he joined Crédit Agricole SA as Deputy Chief Executive Officer in charge of International Retail Banking, Asset Management and Insurance.

Mr. Musca will bring to the Board of Directors his intimate knowledge of the financial sector, which represents over 20% of the Group’s revenues, as well as his understanding of the challenges raised by the globalization of the economy.
Appendix: Composition of the Board of Directors following the Combined Shareholders’ Meeting of May 7:

  • Mr. Serge Kampf
  • Mr. Paul Hermelin
  • Mr. Daniel Bernard
  • Mrs. Anne Bouverot
  • Mrs. Yann Delabrière
  • Mrs. Laurence Dors
  • Mr. Phil Laskawy
  • Mr. Xavier Musca
  • Mr. Pierre Pringuet
  • Mr. Bruno Roger
  • Mrs. Lucia Sinapi-Thomas
  • Mrs. Caroline Watteeuw-Carlisle