Event Date: N/A
Capgemini Technology Services India Limited is providing notice of a postal ballot to its shareholders pursuant to Sections 108 and 110 of the Companies Act 2013, read with related rules and MCA Circulars. The notice concerns a special resolution seeking shareholder approval for the company to provide money and/or loans/financial assistance to employees to subscribe to the Capgemini SE Employee Share Ownership Plan (ESOP) 2024.
The company is providing remote e-voting facilities, and physical copies of the Postal Ballot Notice will not be sent. The Notice is being sent electronically to members whose email addresses are registered with the Company or Depository Participant. The availability of the Notice on the company's website will be deemed issuance of the Notice to members without registered email addresses. The remote e-voting period commences on August 17, 2024, at 9:00 a.m. IST and concludes on September 15, 2024, at 5:00 p.m. IST. The cut-off date for eligibility to vote is August 2, 2024. Shailesh Indapurkar has been appointed as the Scrutinizer for the postal ballot process. If the resolution is passed by the requisite majority, it shall be deemed passed on September 15, 2024.
The special resolution pertains to providing financial assistance to employees, not exceeding 5% of the aggregate of the paid-up share capital and free reserves of the company, to indirectly purchase Capgemini SE shares through the CAPGEMINI ESOP 2024. Participation will be through the ESOP Leverage P 2024 compartment of the ESOP Capgemini FCPE set up by Capgemini SE in France. The Board is authorized to take actions necessary to implement these resolutions without requiring further consent from the members, and to delegate powers as needed.
The explanatory statement details that the ESOP will be available in several countries to associate its employees long-term with the Group's development and share performance and maintain a high level of employee shareholding ownership in Capgemini. Capgemini SE will allow employees to subscribe to shares listed on the Euronext Paris stock exchange. Detailed benefits of the ESOP 2024 include a 12.5% discount on the reference price of Capgemini SE shares, a guarantee on the personal investment in euro, and a leverage mechanism. The total value of shares subscribed by company employees, along with the financial assistance provided, will not exceed 5% of the aggregate of the paid-up share capital and free reserve of the Company. Eligible employees are those who have completed the stipulated employment period set out in the scheme documentation of CAPGEMINI ESOP 2024, but the loan assistance is not available to directors or key managerial personnel. Employees can subscribe to a maximum of 2.5% of their estimated gross annual salary for 2024 during the reservation/subscription period, and 0.25% during the subscription/revocation period. Employees may choose deduction by single disbursement from their monthly salary for December 2024, or availing of the finance facility/assistance and repayment thereof in four (4) equal monthly installments deducted from the employee's salary commencing December 2024. Employees' investments will be subject to a 5-year lock-up period, with exceptions for early release events. The ESOP will be administered through the ESOP Leverage P 2024 compartment of the ESOP Capgemini FCPE (FCPE) which is regulated by the Autorité des Marchés Financiers (“AMF”). Amundi, will manage it subject to AMF control, and CACEIS Bank will be entrusted with the FCPE assets. The Supervisory Board of the FCPE will exercise voting rights attached to Capgemini SE shares on behalf of the employees. The concept of Trust/Trustee does not exist under French Law, therefore the Depository details are being furnished. The Depository is CACEIS Bank.
None of the directors or key managerial personnel are interested in these resolutions, except for their existing shareholdings in Capgemini SE under previous ESOP plans. The Board recommends the special resolution for approval by shareholders through postal ballot. Instructions for e-voting are provided, including details for shareholders holding securities in demat mode with NSDL or CDSL, and those holding securities in physical mode. The voting period commences on August 17, 2024, and ends on September 15, 2024. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Record Date, i.e. Friday, August 02, 2024.
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