Shareholders’ Meeting of May 16, 2023
Paris, May 16, 2023 – The Shareholders’ Meeting of Capgemini SE, held today at the Pavillon Gabriel in Paris, adopted all the resolutions put to the vote.
The company’s Shareholders’ Meeting took place in person, while being broadcast live on the company’s website.
Shareholders approved the proposed distribution of a dividend of 3.25 euros per share in respect of the 2022 financial year, to be paid from June 1st, 2023, with an ex-dividend date of May 30th, 2023.
Regarding the composition of the company’s Board of Directors, Ms. Xiaoqun Clever has expressed her wish not to renew her term of office for personal reasons. Ms. Tanja Rueckert, further to a change in her responsibilities within Bosch, has decided to stand down from the Board of Directors, effective following the end of the Shareholders’ Meeting of May 16, 2023. The Board of Directors warmly thanked Ms. Xiaoqun Clever and Ms. Tanja Rueckert for their respective contributions to the work of the Board and its Committees throughout their term of office.
The Shareholders’ Meeting approved the appointment of two new directors:
- Ms. Megan Clarken[1] has been appointed to the Board of Directors for a four-year term. Ms. Megan Clarken, a New Zealand citizen, is chief executive officer of a global technology company operating in commerce media. She has acquired throughout her career solid expertise in technology, data and digital transformation as well as experience in the media and retail sectors. She would also bring to the Board her inclusion and diversity expertise, as well as her knowledge of the US and Asia Pacific markets. The Board has indicated that it considers Ms. Megan Clarke to be an independent director in accordance with the criteria of the AFEP-MEDEF Code to which the Company refers;
- Ms. Ulrica Fearn[2] has been appointed to the Board of Directors for a four-year term. Ms. Ulrica Fearn, a Swedish citizen, has acquired throughout her career strong financial expertise from multiple senior positions in leading global companies in the energy, telecommunications and consumer goods & retail sectors, all of which are industries leveraging technology as part of their sustainable transformation journey. The Board has indicated that it considers Ms. Ulrica Fearn to be an independent director in accordance with the criteria of the AFEP-MEDEF Code to which the Company refers.
At the end of this Shareholders’ Meeting, the Board of Directors of Capgemini SE now has 15 directors[3], including two directors representing employees. Of its members, 83% are independent directors[4], 40% are international directors, and 42% are women[5]. This composition reflects the Board’s renewed ambition to enrich the diversity of its profiles, notably in terms of internationalization, and to deepen its industry expertise.
The Shareholders’ Meeting approved 2022 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 2023 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.
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/2023-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.
ABOUT CAPGEMINI
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 nearly 360,000 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 2022 global revenues of €22 billion.
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APPENDIX 1
BIOGRAPHIES
Ms. Megan Clarken
Ms. Megan Clarken is Chief Executive Officer of Criteo.
Born in New Zealand, Ms. Megan Clarken held senior leadership positions for large publishers and online technology providers in Australia, before joining Nielsen in 2004. From 2004 to 2019, Ms. Clarken held numerous senior positions at Nielsen in both commercial and product leadership, including Chief Commercial Officer of Nielsen Global Media and other management roles across Asia Pacific, Middle East and Africa. Ms. Clarken was also a champion of diversity & inclusion during her 15 years at Nielsen Global Media.
Ms. Clarken was appointed as Chief Executive Officer of Criteo S.A. effective November 25, 2019 and has served as a member of the Board of Directors of Criteo S.A. since August 2020.
Ms. Ulrica Fearn
Ms. Ulrica Fearn is Chief Financial Officer of Carlsberg Group since January 1st, 2023.
Before joining Carlsberg, she was Chief Financial Officer of Equinor, the leading energy company in Norway. Prior to Equinor, she was Director, Group Finance at the British telecommunications company, BT Plc. She began her career at Diageo, where she spent almost 20 years in various senior finance and other management roles across Europe, Asia Pacific and the USA.
A Swedish citizen, Ms. Fearn holds a master’s degree in business and finance from the University of Halmstad, Sweden.
APPENDIX 2
Composition of the Capgemini SE Board of Directors and of its committees following the Shareholders’ Meeting of May 16, 2023
Composition of the Board of Directors:
- Paul Hermelin – Chairman
- Frédéric Oudéa – Lead Independent Director and Vice-Chairman
- Megan Clarken
- Aiman Ezzat – CEO
- Ulrica Fearn
- Maria Ferraro
- Pierre Goulaieff – Director representing employees
- Siân Herbert-Jones
- Hervé Jeannin – Director representing employees
- Belen Moscoso del Prado
- Xavier Musca
- Patrick Pouyanné
- Olivier Roussat
- Kurt Sievers
- Lucia Sinapi Thomas – Director representing employee shareholders
The Board of Directors decided to change the composition of its committees as follows:
Audit & Risk Committee: Xavier Musca (Chair), Ulrica Fearn, Maria Ferraro, Siân Herbert-Jones.
Compensation Committee: Patrick Pouyanné (Chair), Pierre Goulaieff, Belen Moscoso del Prado, Kurt Sievers, Lucia Sinapi-Thomas.
Ethics & Governance Committee: Frédéric Oudéa (Chair), Siân Herbert Jones, Xavier Musca, Patrick Pouyanné.
Strategy & CSR Committee: Paul Hermelin (Chair), Megan Clarken, Aiman Ezzat, Hervé Jeannin, Olivier Roussat, Kurt Sievers.
[1] A biography of Ms. Megan Clarken is presented in the appendix.
[2] A biography of Ms. Ulrica Fearn 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.