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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 Ferraro1 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;
- Olivier Roussat2 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/2022-shareholders-meeting/.
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.
Capgemini is a global leader in partnering with companies to transform and manage their business by harnessing the power of technology. The Group is guided everyday by its purpose of unleashing human energy through technology for an inclusive and sustainable future. It is a responsible and diverse organization of over 340,000 team members in more than 50 countries. With its strong 55-year heritage and deep industry expertise, Capgemini is trusted by its clients to address the entire breadth of their business needs, from strategy and design to operations, fueled by the fast evolving and innovative world of cloud, data, AI, connectivity, software, digital engineering and platforms. The Group reported in 2021 global revenues of €18 billion.
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Ms. Maria Ferraro
A Canadian citizen, Ms. Maria Ferraro is Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH, as well as Chief Inclusion & Diversity Officer at Siemens Energy.
Ms. Maria Ferraro was appointed Member of the Executive Board and Chief Financial Officer of Siemens Energy AG and Member of the Executive Board and Chief Financial Officer of Siemens Energy Management GmbH effective May 1, 2020. Prior to her appointment, she held several senior management positions in Corporate Finance within Siemens in the United Kingdom, as well as in Canada, Germany and the United States.
Before 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.
Ms. 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 a variety of roles in Canada and on a global level whilst gaining in-depth experience in European and Asian markets.
Mr. Olivier Roussat
A French citizen, Mr. Olivier Roussat is Chief Executive Officer of Bouygues SA.
Mr. Olivier Roussat is a graduate of Institut national des sciences appliquées (INSA) in Lyon. He began his career with IBM in 1988 where he held a range of 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 head of network operations, and telecoms and IT service delivery. In May 2003, he was appointed network manager and became a member of the Executive Committee of Bouygues Telecom. In January 2007, Mr. Olivier Roussat took charge of the Performance and Technology unit which groups Bouygues Telecom’s cross-disciplinary technical and IT departments, including networks, information systems, process engineering, purchasing, corporate services and property development. He was also given responsibility for Bouygues Telecom’s headquarters and Technopôle buildings.
Mr. Olivier Roussat became Deputy Chief Executive Officer of Bouygues Telecom in February 2007 and was 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 Directors until February 2021. He was appointed Chairman of the Board of Directors of Colas SA from October 2019 until February 2021.
On August 30, 2016, Mr. Olivier Roussat was appointed Deputy CEO of Bouygues and on February 17, 2021, he was appointed Chief Executive Officer of Bouygues.
Composition of the Capgemini SE Board of Directors and of its committees following the Shareholders’ Meeting of May 19, 2022
Composition of the Board of Directors:
Paul Hermelin – Chairman
Frédéric Oudéa – Lead Independent Director and Vice-Chairman
Aiman Ezzat – CEO
Pierre Goulaieff – Director representing employees
Hervé Jeannin – Director representing employees
Belen Moscoso del Prado
Lucia Sinapi Thomas – Director representing employee shareholders
The Board of Directors meeting on May 19, 2022 at the end of the Shareholders’ Meeting modified the composition of its committees as follows:
Audit & Risk Committee: Xavier Musca (President), Xiaoqun Clever, Maria Ferraro, Siân Herbert-Jones.
Compensation Committee: Patrick Pouyanné (President), Pierre Goulaieff, Belen Moscoso del Prado, Kurt Sievers, Lucia Sinapi-Thomas.
Ethics & Governance Committee: Frédéric Oudéa (President), Siân Herbert Jones Xavier Musca, Patrick Pouyanné.
Strategy & CSR Committee: Paul Hermelin (President), Aiman Ezzat, Hervé Jeannin, Olivier Roussat, Tanja Rueckert, Kurt Sievers.
1 A biography of Ms. Maria Ferraro is presented in the appendix.
2 A biography of Mr. Olivier Roussat is presented in the appendix.
3 Composition of the Capgemini SE Board of Directors in the appendix.
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.