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AGM 2023

May 16, 2023

Paul Hermelin
Chairman of the Board, Capgemini

Bonjour. Good afternoon, ladies and gentlemen. We're very pleased to welcome you here at the Pavillion Gabriel for this 2023 shareholders meeting. Of course, we'll be talking about the financial statements from 2022 this year again to make our dialogue easier. You'll observe that this is being broadcast live on our website. Shareholders that are not able to attend the session at the Pavillion Gabriel are able to access an online platform to ask their questions live and remotely during our Q&A session.

I'd ask them for that matter, to ask their questions as of now by connecting to the Lumi Technologies platform using the access codes that they received previously. I suggest, as is our custom, that we establish our bureau, the meetings bureau. As Chairman of the Board of Directors, I will be chairing this meeting.

I suggest we appoint as scrutineers the two shareholders that are present that have the largest number of votes and have accepted this office. They're seated to my left, to your right. At the left, you have Mr. Christophe Merveilleux du Vignaux, representing the supervisory board of the ESOP fund, Employee Shareholders Fund, and Mr. Geoff Unwin. Several of you will remember that he preceded me as Group CEO in 2001, 2002.

We've established the bureau and appointed as Secretary Mr. Olivier Lepick, who's our General Counsel and is Secretary to the Board of Directors. We've established our bureau. I would like to call this meeting to order. Also at the stage here we have Aiman Ezzat, Chief Executive Officer for the past 3 years now, and Carole Ferrand, our CFO.

We've also got present in the first row, here, the members of your board of directors. I greet them. Ms. Megan Clarken and Ulrica Fearn are also here, candidates to become members of the board of directors. That will be up for your vote. We also have several members from the executive committee who are also here. I greet them. I'd ask the secretary to go through legal formalities to ensure that this is a valid session. Thank you, Chairman.

Good afternoon. I'd remind you the AGM was convened, published in the Official Gazette 29 March 2023. The invitation was published in the Gazette and in the legal announcements paper on the 26th of April 2023. All the statutory documents have been made available of course to the participants.

The meeting will be deliberating on the agenda, which is behind me on the screen. I will not go through this in detail. The quorum when we begin the session is very much established. It needs to be 20% for the ordinary session of the AGM and 25% for the extraordinary AGM. The opening quorum is 78.49% of shares and voting rights present or represented or having voted by mail or through the Internet for the ordinary session of the AGM.

Specifically, I'd say we've got a specific number of shareholders, and we're giving the exact whole numbers that should be displayed on the screen as well. For the extraordinary session, the opening quorum is 78.50%, which is 8,000 some shareholders and the requisite number of shares.

We've reached the quorum, so the ordinary sessions as the extraordinary session can be held and deliberate. The final quorum, as always, will be confirmed before we actually begin the voting process after the towards the end of our meeting.

At the entrance and also on your tablets, you've got the Universal Registration Document 2022, which includes the management report, the corporate governance report, and the report from the board on the draft resolutions being submitted to you as well as the convening document. Those are the legal formalities. I give the floor back to Mr. Hermelin, who will now describe for you the highlights of today's session. Yes. It's a fairly conventional agenda.

After some introductory comments I'd like to make, I'll be giving the floor then to Chief Executive Officer Aiman Ezzat, who will report to us on 2022 and also specify to you our strategic focus in this group. Carole Ferrand will delve into greater detail to talk about the results of 2022. This year, we'll also be giving the floor to James Robey, who will talk in English, but rest assured his presentation will be subtitled in French.

He'll be talking to us about the group's climate strategy. After that, you'll hear from 2 of the committee chairmen. They'll be speaking, Patrick Pouyanné, whom you know, replacing Laurence Dors, chairing the Compensation Committee. You'll also hear from Frédéric Oudéa, who, as last year, has been chairing the Ethics and Governance Committee.

He'll be reporting on how your group's governance has been carried out. There'll be a brief introduction made by Megan Clarken and Ulrica Fearn, our candidates to the board. You'll hear from the statutory auditors, then have a Q&A session. Let me make a few brief comments first of all. I won't speak at length.

The first point I'd like to make is this: When in February of 2022, the board approved the proposals for the presentation to be made on 2022. Honestly, we didn't think 2022 would end up as it did a few days later. There was the Russian invasion of Ukraine and all the consequences that led to. You had skyrocketing of inflation, and you saw customers under great pressure for these reasons.

People were all vying for digital talent, and that led to record levels of attrition. People who left the company had to be replaced. In spite of all of these negatives, Aiman Ezzat and the management team were very much able to contend with all this. It's just not only did they contend with it, they managed to rise to the challenges and upgrade targets. They delivered on all of this.

They delivered on the margin, and that's no mean feat. Many of our competitors, hit by inflation weren't able to meet their margin targets. Excellent performance. I'd also like to underscore the following, a very important few things that happened. Thanks to the group's new positioning, inter alia, through the acquisition of Altran.

Today, our group is no longer an IT group, it's a technology group in the broadest sense of the term, comprising all technologies. After beautifully conducting Altran's integration and launching the Intelligent Industry offering, which we're viewed as being a global leader on now, Ayman has been able to state that henceforth, the group intends and is positioning itself very courageously and successfully. Intention of being the main partner of its clients, the go-to partner for technology chains and transitions. It's a sea change.

One is not gonna think we're an IT services at Capgemini. Think of Capgemini as a technology services, a strategic partner company.

That's why in February, when we were meeting with employees, as we do at that time of the year every year, I said to the employees that it was truly wonderful to be chairman of the board in a company that's doing so beautifully well, that's outperforming the others. I wanted to really share my pride and congratulate the entire team for this truly exceptional 2022. Let's look toward the present and what's in the news currently.

What everybody's talking about is generative artificial intelligence. It's become the buzzword. It replaced the Metaverse that everybody used to be talking about last year. Rest assured, the Metaverse hasn't died off. Everybody's talking about generative AI, ChatGPT. There were a few questions. Ayman will certainly come on, come in on these.

Questions about ChatGPT's impact, and generally, generative AI's impact on the group. Let me tell you that I am absolutely confident. Our customers need specialists who can assist them to grapple with technology changes. Any kind of change is good for this group. We've always been the mediator, the gateway to change. Let me re-tell you, reassure you, if you're worried that generative AI will be a problem for us, I think it's precisely the opposite.

All technology changes have always turned out to be beneficial to a main player, a major player that's the first one to use them, that's the first one to understand them in depth and then assist their clients to use them. Let me remind you, in an ad campaign we started in 2000 with the acquisition of Ernst & Young Consulting.

The theme of the ad campaign was Capgemini, the conveyor, to the new economy. The new economy, which was the concept during the first internet bubble. The new economy didn't come to fruition after piercing of the bubble. Capgemini, as the conveyor of technology, is very much still the case. Let me say that I'm very confident in terms of the role we'll be playing and the benefits from technological upheavals. It'll be the case for any types of computing changes we see in the future.

Let me also come talk to you briefly about added value. In France, we talk all the time about sharing value, what needs to be done to share value. You saw there was an interprofessional agreement. In the near future, there'll be legislation drafted on this.

I wanted to recall the following for you. Serge Kampf established rules a long time ago, the founding father of this company, regarding the balance of the portion of added value that goes to shareholders, the portion that goes to employees, and the part that goes to the group. Added value, that's the difference between the products and services provided, so revenue, all the purchasing the group does, all the buying, all its consumption to produce the services and goods.

For instance, things we lease, subcontracting and so forth. It's the actual value, the wealth the group creates during one given year. That brings us to that term, added value. This added value, it's the value added to produce something, sometimes for instance, the GDP of the country.

In fiscal 2022, our added value was EUR 18.5 billion. How was it distributed? 68% to employees . It used to be 66% a year previously. The portion given to employees has grown, reaching 68% of the added value. The second partner, social partner, it's governments, not just the French government, of course, but governments more broadly via taxes and also some payroll taxes and so forth.

The company keeps for itself, for its own development, 10%, and the shareholders 3%. 18% having gone to the states, I mentioned earlier, governments. Of course, the provisions and other operating expenses and so forth. This distribution has remained fairly stable. Let me observe one thing. Above and beyond the 68%, and in France, of course, this is France, let me also say.

In France, sharing value has been done in several different ways. Inter alia, there's been an increase by over 50% in the amounts paid under profit sharing and matching funds. In the context of inflation, measures for overall wage increases negotiated with the trade union organizations, not all of them, unfortunately, to benefit the lowest wages, the hardest hit people by inflation. This went beyond usual pay raises.

Every year, there have also been things done to remove any pay differences between men and women. In the last five years, employee shareholder plans have been proposed every year and proposed to over 95% of group employees. The rule is we don't propose these shareholder plans to companies with too small headcount. There are fewer and fewer of those in our group. Currently, employees are group shareholders to the tune of 8%.

Our ambition is to bring that percentage gradually up to 10%. Lastly, we'll also talk about the dividend, earnings per share. There'll basically be an increase we'll propose for the dividend. I'd also like to specify that what we call the payout ratio, that's the portion of our net profits that are given to shareholders through the, through the dividend remaining stable, 35%.

Again, this is very much in line with the sharing out of added value as Serge defined it over 50 years ago now. Before giving the floor to the other speakers, I'd like to recall, as chairman of the board of directors. Of course, Frédéric will be reporting to you on governance and its changes.

I'm not going to encroach on what he'll be saying, but let me just say, when you talk about ESG, corporate social responsibility, environmental responsibility, there's an environmental dimension, and we've got the Strategy and CSR Committee that monitors all this. As chairman of that committee, I'm speaking to this point.

Let me tell you that we take these environmental commitments very, very seriously. We very forcefully announce these commitments, and probably more forcefully than ever before, through Ayman. We've adhered to Ayman's proposals. Often these have been beefed up, especially when climate commitments were approved under their new definition. We'll come back later, and James Robey will also report to us on that. We've worked, we're working very hard to enact and track the ESG policy.

The committee reports to the board, and the board reports on this. You'll hear from James Robey later. You'll hear about our climate commitments. The last point I'd like to make, aside from that, let me say I'm very pleased as Chairman of the Board of Directors, I'm very happy of the composition of our board. I pay tribute to two people who are leaving our board, who aren't in attendance today. Zhao Kun Klever had to resign for personal reasons.

She was of Chinese origin and lived, worked at SAP for quite some time. She made a major contribution to our group. Tanja Rueckert, due to her new position within Bosch, she was advised by Bosch to leave this group because there might have been a conflict of interest, so she left for that reason. Two board members left.

Therefore, I'd like to pay tribute to them for their devotion to this group, their hard work with us, and we regret to see them leave. We very much support the new persons who'll be joining us, who will be introducing themselves in a few moments. Mr. Lepick, that was my introduction. Thank you very much, Paul. I suggest before giving the floor to our Chief Executive Officer, who of course, will report to you on the past year, 2022, and priorities and outlook for 2023.

Let's briefly look at a video. It's a few minutes long. It's going to go through some of the highlights of the last year. We're not just about IT now. What's changed? The first thing that's changed is technology. Technology is going into all business areas.

It's speeding everything up in terms of generating ideas and marketing them. This is bringing major projects forward. The world itself has changed. Today, climate challenges and societal challenges are piling up. Companies have to review their business model, have to commit to an inclusive, sustainable future. That's the new economic revolution. It's a twofold transition toward a digital and sustainable economy.

Capgemini has gone that road, putting digital at the center of its focus for the transformation of companies and the world. We saw this in 2022. We've been pioneering. We see the Metaverse and planetary buzz. We see Scottish Water with its net zero approach. Today, Capgemini has become the business and technology partner for many global companies in over 50 countries. The strategic partner, we help them with data, the cloud, AI, to develop new sources of value creation.

Our commitments in the CSR system, we intend to be net zero by 2040. We're well on track to reach by 2030, the 5 million beneficiaries of people in the inclusion project. Think of Egypt at COP27, we reasserted our commitments in this area. The Davos Forum, we demonstrated that the sustainable future of industry hinges on technology. In India, with the great success of a hiring campaign throughout the country. Our performance in 22 are top-notch. Record year for us, 16.6% growth, like-for-like currency.

Bookings over EUR 24 billion, and our headcount up by more than 10% when everybody's vying for digital talents. The secret of our success is to be found here in the strength and expertise that's truly exceptional in our 360,000 employees worldwide, men and women who are committed, determined to make spectacular progress, for technology that can actually serve humanity.

Aiman Ezzat
CEO, Capgemini

Ladies and gentlemen, shareholders, directors, I'm very pleased to see you today at the Pavillon Gabriel. This annual meeting is very important to me because it allows me to share with you, ladies and gentlemen, the most important moments of the life of our company. It's also an opportunity to talk to you about our ambition and our prospects. We have just seen a video of what happened in the past year.

Capgemini's performance in 2022 has been exceptional in many ways. I'll remember 2022 as one of the best years in our history, if not the best. All sectors, all businesses, all regions have contributed to this remarkable performance and to our transformation and progress momentum. Our financial results reflect our agility, our resilience, and the relevance of our strategy.

Carole Ferrand, our CFO, will go into detail on our 2022 figures. 2022 shows that we have a clear plan. We are implementing it rigorously, and it's bearing fruit. Today, I can say that the group's profile has changed profoundly, and I am proud of it. Sometimes we don't fully realize how strong our brand image has become or how far we have come. Our market positioning has deeply evolved.

Long gone are the days when we were only supporting CIOs in deploying software solutions to improve international efficiency or reduce costs. Because today, we have repositioned Capgemini as a relevant business and technology partner across the entire value chain of our clients. We address all company executives, general management, marketing directors, industrial directors. We proactively support our clients in the transformation of their business model.

We help them innovate, develop, and sell their product. We also support them, when it comes to interaction with their customers. Today, we're closely involved in their value creation in a dual transition to a digital and a sustainable economy. We're among their strategic partners because digital technology, in which we're experts, is a key element of value creation.

This change did not happen by chance. It is the result of our collective efforts over the last few years. Today, I would like to commend the commitment and expertise of our talent. They are the lifeblood of Capgemini, our greatest strength. We now have 360,000 employees around the world, it's a record number.

What makes me particularly proud is that in 2022, we have continued to grow our workforce by about 35,000 people in a particularly tense labor market. In France, we will have almost 40,000 employees by the end of 2022, and we're one of the biggest recruiters in France. These figures demonstrate our ability to attract the best talents, train them, and retain them by offering them an exceptional working environment and exciting prospects.

I can't mention our talents without saying something about their unfailing solidarity. As 2022 saw the outbreak of the conflict in Ukraine, my thoughts go to our Ukrainian employees on the ground. I also think of the tremendous commitment shown by our teams, our employees in Poland and Romania, for example.

I know that they have made a lot of efforts in welcoming their Ukrainian colleagues and their families. I am very grateful to them. Our talents make us stronger. Our investments make us stronger. Capgemini has been able to adapt to provide the most appropriate solutions to our clients' ever-changing needs. I would like to illustrate this paradigm shift in our clients' transformation and what it means for us.

Supporting their transformation doesn't no longer mean selling an isolated component. It means offering solutions across the entire value chain. It's not enough now to recruit an engineer specialized in software development, hoping that they will come up with a magic program after several weeks. No, we need a team of talents with a pool of knowledge and expertise. I'm thinking digital engineering, manufacturing, software, product design, connectivity.

Let's take the example of the automotive industry. We don't build cars like we did 20 years ago. Manufacturing plants are connected using 5G and edge computing. Now we're talking about the new generation batteries. Car bodies are now made through innovative manufacturing processes, with onboard connectivity, smart chips. Of course, there's AI-assisted driving. All of these technologies and processes are at the heart of cars of the future. That's exactly what Capgemini does.

With the acquisition of Altran, we are now able to offer end-to-end solutions. In this new paradigm of Intelligent Industry, we have a real head start. Supporting our clients in their transformation also means relying on real sector expertise to proactively reveal new sources of value creation. Each industry is unique, has its own opportunities and challenges.

The transformation of the automotive industry towards tomorrow's mobility is deeply different from the revolution in the healthcare industries. Yet they all use digital cloud software, engineering, connectivity, or cyber tools. It is no longer possible to talk about digital in a generic way. For Capgemini, it means being industry-specific to have an impact on our clients' businesses, and that's what we are committed to with all our clients.

Supporting the transformation also means being at their side in the challenge of the environmental transition. As you know, this transition is at the heart of Capgemini's commitments. Our goal is to help our clients to reduce their carbon emissions by 10 million tons by 2030. In 2022, we've laid the foundation for our offering.

We can help our customers, our clients, with their net zero strategy on how to design more sustainable products, how to deploy greener IT systems, or implement more sustainable production lines or logistics. Now, the market associates our name with the environmental transition, and today we are recognized by analysts as a global leader.

We are increasing our visibility by being where it matters, and I'm thinking of our presence at the New York Climate Week and the World Economic Forum in Davos. As you can see, the group has evolved. It is now focused on one main goal: creating value for our clients. As we've seen in the short video clip, the biggest companies now trust us. I also invite you to read the integrated annual report, which includes many testimonials from our clients. For example, Fresenius, a healthcare company.

We help them with their cloud migration, improving the quality of care for all. You'll also find the strategy director of Eneco, leader in renewable energies, with whom we are committed to reducing their carbon emissions. It's with our clients that we're building a better, more inclusive and sustainable future. Capgemini's commitment in this area is unwavering.

We have made significant progress during this year on ESG. First, on the environment. We were one of the first companies in the world to have the SBTi label for our carbon neutrality trajectory, and our emissions fell by 26% globally between 2019 and 2022. James Robey, who is in charge of our policy in terms of environmental commitments, will come and present it to us in just a few minutes.

We've also made good progress on the other pillars in terms of social issues. A few minutes ago, I underlined our ability to invest in human capital. With 51 hours per employee, we've increased the average number of training hours per employee by 12% in 2022, well above our commitment of a 5% annual increase. In terms of gender balance, the number of women at Capgemini is growing faster than anywhere else in our industry.

They will now represent 37.8% of our teams by the end of 2023, and 24.4% of managers. Our target is 30% by 2025, and I think that we're on the right path. I would like to reiterate a message today. Our progress on ESG is not just an addition to Capgemini's strategy. It's not a side issue either.

It just reflects our belief that the digital transition is the lever for the environmental transition and social transition. Ladies and gentlemen, dear shareholders, to sum up 2022, I would say that the group has become a strategic business and technology partner for its clients, and I am proud of this. Very concretely, this translates into a growing dividend for you at EUR 3.25 per share.

I would like to talk to you about the future. In the short term, the economic environment in 2023 is obviously less favorable than in 2022. Despite this, we are starting this year with a positive outlook. We have a double-digit growth in Q1. As I said, I am confident that 2023 is going to be another year of growth.

I'm confident in the group's ability to demonstrate the necessary agility to get through this period. In the longer term, the pathway towards a more digital and sustainable economy cannot be reversed. The world is in transition to a digital economy today. Digital technology is reshaping organizations in all sectors at a very high speed. The rules of the game are changing around how value is created. It has an impact on our clients' business, how they innovate, produce, operate, interact with their customers.

Sustainable development is the challenge of our generation. It's no longer an option. It is necessary. I'd even go further in saying that it's a question of survival for every company. These two transitions are intertwined. We're going to experience a revolution that's very similar to what the Industrial Revolution was.

Capgemini is ideally positioned in this dual transition. We're the architects, pioneers and experts of this transition, and we're enabling our clients to accelerate their dual transition to a digital and sustainable world. There is an incredible potential for growth for the group. Ladies and gentlemen, shareholders of Capgemini. As you can see, I am optimistic about the future of our group. We are a global leader, and we intend to continue to grow.

Investing in Capgemini means investing in growth in the future. It means investing to accelerate the necessary digital and environmental transformation of our company. We have what it takes to make a difference and build a more responsible and sustainable future. Thank you. Thank you, Aiman. Now, a very pleasant moment for our CFO, who will present our exceptional performance.

Ladies and gentlemen, I am very pleased indeed to present to you the Capgemini Group's results for 2022. As you can see, in 2022, the group's consolidated turnover was EUR 21,995 million in 2022, up 21.1% on a reported basis compared to 2021. Represents 16.6% growth at constant currency above the target range for 2022. That was between 14%- 15%, and that has been revised upwards during the year.

The net impact of acquisitions on growth was 1.3 % points, corresponding mainly to acquisitions made in the Asia-Pacific region in 2021. Consequently, the group's organic growth, adjusted for the effects of scope and exchange rates, was 15.3%.

The operating margin increased by 22%, reaching EUR 1,867 million, which is 13% of revenue, in the middle of the 12.9%-13.1% range targeted for 2022. It's an increase of 10 basis points compared to the previous year. Operating income amounts to EUR 2,393 million, at 10.9% of revenue, versus EUR 1,839 million in 2021. Net income attributable to the group also rose significantly, EUR 1,547 million, up 34% compared to 2021. Lastly, organic free cashflow remained at a high level, EUR 1,852 million. Quite stable compared to 2021.

Our performance is well above the target of EUR 1.7 billion set for 2022. As in 2021, all business lines, without exception, recorded double-digit growth at constant exchange rates in 2022. Strategy and transformation, which amounts to 8% of group revenue, is up 28%. This growth reflects the group's ability to support its clients in their strategic digital transformation projects in a complex geopolitical and with macroeconomic uncertainties.

Applications and technology services, which constitute the core of Capgemini's business, 63% of group revenue, also maintained robust momentum with growth of 18%. Once again, the momentum is fueled by the demand of large companies and organizations for digital transformation. It covers a growing part of their activities and value chain.

Finally, operations and engineering services, 29% of the group, recorded solid growth of 13.4%, driven in particular by engineering business. Now looking at performance by a geographic area. As with the business lines, all the group's regions are once again showing double-digit annual growth at constant currency. The U.K. and Ireland, as well as North America, have had an exceptional momentum, and France recorded robust growth.

Lastly, organic growth in the Asia-Pacific and Latin America regions was boosted by the acquisitions made by the group in the previous year, in Australia, for example. The robust momentum is found in almost all sectors in which we operate. Interestingly enough, the industry sector benefited in particular from our unique positioning in the field of Intelligent Industry.

All of the group's regions achieved an operating margin of over 10%, with significant improvement in France, which has returned to its pre-COVID level. The group's operating margin continued to improve in 2022, in spite of inflationary pressure and the return of some costs, for example, costs related to travel and occupancy. In these conditions, as we said before, the 10 basis point increase in gross margin is a unique performance reflecting the growing weight of our innovative offers and their accretive nature.

Overall, the operating margin rose by 10 basis points, reaching 13%, which is 70 basis points higher than the pre-pandemic level. Let's move on to the analysis of the net result.

Other operating income and expenses amounted to EUR 474 million, down by EUR 25 million versus 2021. With a significant reduction in restructuring and integration costs. As a result, Capgemini's operating profit was up 30%, EUR 395 billion, or 10.9% of turnover. The financial result is an expense of EUR 129 million, an improvement compared to 2021.

Tax expense rose logically to EUR 710 million, of which EUR 73 million related to the transitional impact of the 2017 tax reform in the USA. Net income attributable to the group was up 34% year-on-year to EUR 1,547 million, while earning per shares undiluted rose 32% to EUR 9.09.

Normalized earnings per share are up 25% year-on-year. Finally, just a few words about the group's balance sheet. The group's share of shareholders' equity rose sharply, EUR 9 billion 743 million. The group's strong cash generation has enabled it to continue to reduce its net debt in 2022. It was reduced from EUR 3.2 billion at the end of 2021 to EUR 2.6 billion at the end of 2022.

This level compares to the EUR 6 billion of net debt that was reached after the acquisition of Altran on June 30th, 2020. It's a remarkable performance, and it contributes to the strength of our financial structure.

After a re-record performance in 2021, as you can see, Capgemini has recorded a further acceleration in 2022, achieving a historic year. The group is once again reaping the benefits of its strategic choices and its continued investments in its innovation portfolio and talent. Those are exemplary results. They're combined with high cash generation and a particularly strong financial position.

It gives us confidence in the group's ability to achieve its ambitions for 2025. Now, let's turn on to the proposed appropriation of the net income of Capgemini SE company financial statements for the year 2022. It amounts to 433 million EUR. The board of directors decided at its meeting on February 20th, 2023 to submit a dividend of EUR 3.25.

This represents a total amount of, EUR 564 million to be distributed based up on the number of shares bearing dividend rights on December 31 2022 . Thank you for your attention.

Paul Hermelin
Chairman of the Board, Capgemini

Thank you, Carole. In reading through the agenda of this AGM, you'll have noticed the board of directors at Capgemini this year wanted to hear about the group's climate strategy, get a formal presentation of that strategy during this year's AGM as a standalone agenda point. To ask Dr. James Robey, who's in attendance here, who's in charge of sustainable development for the entire group, to please come and make a presentation on the group's climate strategy. Dr. Robey is English. He'll be speaking English.

Again, there will be simultaneous French translation shown on the screen. That way, everybody can follow his speech. Go ahead, James.

James Robey
EVP, Global Head of Environmental Sustainability, Capgemini

Floor is yours. Good afternoon. I'm Dr. James Roby, the group's Head of Environmental Sustainability. I'm delighted to be with you this afternoon to explain Capgemini's climate strategy. There can be little doubt that our climate or the climate of our planet is changing. In fact, by some calculations, the world is now more than one degree warmer than it was before the Industrial Revolution.

Some scientists are predicting that temperatures may soon breach the Paris Agreement of a one and a half degree threshold. In human terms, nearly half the world's population is now to be considered living in a highly vulnerable areas due to the impacts of the heating planet. Acting on climate change is a clear imperative for every organization. At Capgemini, we've been working on decarbonizing our business now for over 15 years.

Our Net Zero board, comprising of our chief executive and chief financial officers, together with other key group executives, provides the governance we need for setting and delivering our ambitious objectives. Operationally, our globally certified environmental management system now covers 34 countries, including every country where we have more than 1,000 employees.

In July 2022, we significantly increased our climate ambition to become a net zero business by 2040, using the rigorous definition of net zero set by the Science Based Targets initiative. Which is crucially aligned to the latest climate science. Our headline target is to reduce by 90% our carbon emissions across all scopes by 2040 against a baseline of 2019. Once we've achieved this, we will use high-quality carbon removals to mitigate the final 10% of our emissions, bringing us to a net zero position.

We've also set bolder near-term targets for 2030 covering energy, travel, which includes our commuting and our supply chain. These commitments are complemented by targets to switch to 100% renewable electricity by 2025, and to have 100% electric vehicles in our company fleet by 2030. Moving on now from ambition to action. We are driving change across our key priority areas of travel, sustainable IT, our supply chain, and energy.

On business travel, we've established a new group travel policy supporting more sustainable travel choices. We've continued to expand our virtual collaboration capabilities, enabling colleagues to effectively connect and deliver wherever they are. Ultimately, the lowest carbon journey is the one not taken. Of course, sometimes travel is critical, and our approach supports employees make low carbon travel choices.

For example, favoring rail over short-haul flying, and through the transition to 100% electric vehicles in our company fleet. As at the end of 2022, across our global company car fleet, 24% are now either plug-in hybrid or fully electric. Commuting emissions are also a significant part of our overall carbon footprint, and in 2022, we again conducted a global review of commuting passions.

Over 53,000 employees participated in a global survey, giving us a detailed view of our footprint and working patterns, and this time, including for the first time, the ability to estimate the emissions associated from our people working at home. On commuting, we're already taking action. For example, in India, we've replaced 25%, that's about 140 of our company cars with electric vehicles.

In France, we're implementing new car-sharing initiatives as well as introducing e-bike hire and e-bike charging. In Germany, we're introducing a new mobility budget to encourage employees onto public transport. As a leader in the technology sector, we're also very aware of IT-related emissions. Our own sustainable IT program focuses on four key priority areas. Firstly, providing technologies needed to reduce travel, just as we've been discussing.

Secondly, focusing on the energy efficiency of the devices we use, reducing the embedded carbon of those devices, and then finally minimizing electronic waste. Our aim is to reduce our IT carbon footprint through initiatives such as actively monitoring and reducing the energy consumption of devices such as servers, laptops, and PCs, and also by increasing the lifespan of key devices.

In terms of our own supply chain, last year we launched our net zero contract program with our top emitting suppliers, asking them to set their own science-based targets, and also to report annually both on the footprint of the products that they're selling us and on their own decarbonization plans. To share one example about how we're partnering with our key suppliers, this year we are sending back an initial batch of 10,000 laptops to HPI for refurbishment to extend the life cycle from four to seven years.

This initiative alone should help save about 1,800 tons of CO₂ emissions in our supply chain. We continue to make strong progress on reducing emissions from energy. This is primarily driven by our transition to renewable electricity combined with energy efficiency measures. Our focus starts with environmentally conscious design.

Many of our flagship buildings, including our Issy-les-Moulineaux site in Paris, achieving sustainability accreditations such as BREEAM and LEED. Our externally recognized green lease framework ensures that factors such as energy efficiency, EV charging points, and the proximity to public transport are key when selecting new real estate. On renewable electricity, last year we increased our share of renewables from 53% in 2021 to 87%, with 10 countries now running on over 80% renewable electricity.

In India, which accounts for more than half of our global electricity consumption, we have invested heavily in on-site solar generation. By the end of 2022, we had installed over 30,000 solar panels with a total generation capacity of 11.5 megawatts. These arrays across nine of our campuses generated over 35% of the electricity needs for these sites.

At peak generation time, we are even exporting back clean energy onto the Indian electricity grid. Finally, last year, we also launched our unique Energy Command Center in Bangalore to optimize the energy efficiency of our campuses in India. This has helped us achieve a 29% reduction in energy in one year, and the command center is currently being scaled up to support offices beyond India.

The following video summarizes some of our key highlights. Whilst our strong pro-progress on decarbonization is recognized through our position on the CDP A List and through our EcoVadis platinum rating, we remain committed to go further. Whilst not my subject for today, we're also currently finalizing enhanced strategies on key topics such as biodiversity, waste, and water. In addition, we're upskilling our people through a new suite of education programs, including a dedicated Sustainability Campus.

Since its launch last year, over 220,000 of our people have taken the foundation modules. Returning to carbon. We know that our actions to decarbonize our business by 2040 do not eliminate the very real problem of CO₂ in the atmosphere today. We're investing in projects to abate and remove carbon from beyond our own value chain. For example, supporting forestry restoration projects covering around 4,000 hectares of degraded land.

Over fourteen and a half million trees are being planted, which are expected to sequester over 1 million tons of CO₂ over the next 30 years. These projects will also have wider positive biodiversity and community impacts. Capgemini has, at its heart, a shared purpose: unleashing human energy through technology for an inclusive and sustainable future.

Our commitment to act on climate change is just one example of Capgemini living this purpose. Thank you.

Paul Hermelin
Chairman of the Board, Capgemini

Thank you, James.

James Robey
EVP, Global Head of Environmental Sustainability, Capgemini

Merci pour cette presentation.

Paul Hermelin
Chairman of the Board, Capgemini

Thank you for that presentation, which was very interesting. On the group's climate strategy, you'll have understood this is an ambitious and exemplary strategy. For the shareholders that are present or viewing remotely, please do use the Q&A session later to ask any questions you might have about this. I'd like to ask Mr. Patrick Pouyanné, Chairman of the Compensation Committee from the Board of Directors, to please come report to us on compensation of executive managers.

Ladies and gentlemen, shareholders, good afternoon. It's the first time I have an opportunity to speak in front of you. I've been board member for a few years, and I can attest to the beautiful governance of this company. As Chairman of the Compensation Committee, I'd like to talk to you now about the compensation policy for the Capgemini corporate officers as enacted.

The compensation policy, which has been in place at this group and hasn't changed for many years, is established very much in compliance with legal and regulatory provisions and the AFEP-MEDEF code. It's designed to be transparent for the shareholders, balanced, correlated to performance and strategy of the company, and in line with its ESG commitment. It's described in detail in the Universal Registration Document 2022.

I will not belabor this. I'd like to recall for you to today will be voting on the compensation policy for the directors and the corporate officers, the Chairman of the Board of Directors and the Chief Executive Officer on their achievements for 2022 and the policy for 2023. First point pertaining to compensation policy for the directors. Two resolutions will be up for your approval.

Resolution number 6 for 2022 has to do with paying two directors EUR 1 million some euros below the overall envelope that's available, which is EUR 1.7 million. Resolution 10 is commission policy for 2023 and maximum envelope unchanged, EUR 1.7 million. A slight growth for compensation for actual attendance of the directors during board sessions and committee sessions, increasing these amounts slightly.

Compensation for chairman of committees is also increased slightly. Having to do with the Chairman of the Board of Directors, Paul Hermelin's compensation for 2022, it breaks out into two parts. First half of the year, actually the first five months of the year, Paul Hermelin was receiving fixed annual compensation of EUR 800,000. This is prorated for the five-year, five-month period. He received no compensation as director.

This was the period of managerial transition. As you'll have observed last year at our AGM, it was very successful and has changed slightly the tasks for Paul, and his compensation was adjusted starting in June 2022. Paul Hermelin now only receives compensation prorated over the 7-month period for that new portion of compensation.

He's Chairman of the Strategy and CSR Committee, and as all board members, he receives a director's compensation based on his actual attendance at the board meetings. Pertaining to the 2023 compensation policy for your Chairman of the Board of Directors, this is Resolution 8, which is up for your vote. This remains unchanged compared to the second half of 2022. Once again, this will be solely a director's compensation, a fixed component, EUR 22,000.

Attendance to his chairmanship of the CSR Strategy Committee, EUR 28,000, and then compensation for the various committees and board meetings he attends. Now to talk to you about compensation for Chief Executive Officer. First of all, pertaining to 2022. This compensation breaks out into four portions. The first portion is a fixed compensation, which is EUR 1 million per annum.

The second portion is called variable compensation. It can range up to 180% of the fixed compensation, which in turn is evaluated on three parts. One part is 60% of the variable compensation is based on financial quantifiable objectives, 20% based on personal ESG quantifiable objectives, and 20% based on qualitative strategic objectives. Your board, on recommendation from the Compensation Committee, strictly adhered to this compensation policy, which you adopted in...

at the AGM of 2022, which meant compensation for the variable portion 2022, 111.2% of the theoretical amount. 111.2% is EUR 1,112,320. Furthermore, Aiman Ezzat has a long-term savings plan instead of the supplementary pension plan which was set closed in 2015, and Mr. Ezzat didn't receive that. The plan's payable over two years. Target amount, roughly 40% of his fixed annual compensation. It was determined It was made the amount of EUR 414,720,000 for 2022, half of which paid in 2023 and the other half paid in 2024.

Lastly, your CEO, to have him closely related to the company's performance in the long term, he receives what are called performance shares. These are company shares which are granted subject to performance, evaluated over a three-year period. The amount is capped, which is equal to the cash compensation received by the CEO, covering both his fixed and variable portions of compensation. Performance conditions for 2022 remain unchanged from the previous years.

Three criteria: performance relative to share price, generation of carry cash flow, and social and environmental responsibility in terms of diversity and environment. Mr. Ezzat, in October 2022, received grant performance shares to the tune of 21,000 shares in compliance with the compensation policy which you approved. This is going to be submitted to you for a vote under Resolution seven of this AGM.

This brings me lastly to the last resolution pertaining to compensation policy for the Chief Executive Officer. This is for 2023. It's called the ex-ante vote. Your board is proposing compensation for the CEO of 2023 to be unchanged compared to 2022. Fixed compensation, EUR 1 million. Variable compensation, which could go all the way up to 180% of the fixed, weighted for financial elements between 60% and personal objectives of 40%.

Half of them are quantifiable, the other half are qualitative based on CSR strategy, being the strategic partner of our clients and attractiveness for talent. Mr. Ezzat will continue to benefit, as in 2022, the long-term savings plan that I described previously, as well as the grant of performance shares. We specified as one of the few changes proposed.

The weighting of ESG indicators in the, in the performance conditions was increased from 15 to 20%, which is in compliance with what's customary. Lastly, the CEO has a non-competition clause, and he would also receive a severance pay if he was to leave. He also gave his job contract. Ladies and gentlemen, these will be covered by Resolutions five to ten , which are up for your approval, having to do with compensation of the corporate officers.

Thank you for your attention. Thank you, Mr. Pouyanné. After hearing about compensation, we'll hear about governance. I'd like to ask Monsieur Frédéric Oudéa, Chairman of the Ethics and Governance Committee from the board, to please make his presentation. Ladies and gentlemen, shareholders, good afternoon.

As lead director and chairman of the Ethics and Governance Committee, it's my task to report to you on the Board's activity and my activity during 2022. In compliance with the bylaws of the Board of Directors, I suggest three subjects, activity of the Board, external evaluation of Board of Directors and its functioning, which we conducted in 2022, and of course, tasks pertaining to composition and governance considerations, which will be subject for your approval. Let's begin by talking about the Board's activity, if the slideshow will cooperate.

For the time being, I'm pressing on the green button, and it's not cooperating. Will technology be problematic? That would certainly be a problem. Now, you can see the Board was very active in 2022. We looked into various subjects, the strategic orientation of the group.

We also boosted our supervisory capacity, validating the various indicators pertaining to senior management, enabling us to track their activity. There are three main focuses of a group strategy. Customer first. This has to do with transformation of the experience for companies, more personalized and more data-focused. Also, Intelligent Industry, which is designed to boost synergy between digital, the digital world and engineering.

You know that this is an area we are a global leader, particularly after the acquisition of Altran. The third point, enterprise management and transformation of enterprise processes. I won't talk about the success of this strategy again, which was beautifully illustrated when we heard about the results from 2022. On to governance. Of course, as Patrick already said, 2022, there was a transition. We decided to maintain a separate governance.

Our view was this is the most appropriate type of governance for Capgemini right now, and it's very much in line with best practices. We decided to renew Paul Hermelin as Chairman of the Board of Directors, considering, inter alia, the great success during the period of managerial transition and the success of the renewal of his term in office during the 2022 AGM.

Thanks to this renewal, we benefit from his expertise and his in-depth knowledge of this group, which he led for 18 years. Of course, we, yours truly remains in office. You've gone too quickly on the slideshow. I want to remind you that your board is very active. Great attendance, 99% attendance rate, seven board meetings, 20 committee meetings, and one executive session. Yes, as I mentioned. Next slide.

Pertaining to the chairman's role, we've left the period of transition. Now it's behind us with the end of the specific tasks during the period of transition. As Patrick mentioned, inter alia, Paul chairs and leads the Strategy and CSR Committee. A second point, external evaluation of the Board. As I mentioned, every two years, we ask an outside firm to measure the effectiveness of the Board's work.

This evaluation is based on individual interviews with each director. The objective is to evaluate the smooth operation of the Board of Directors, the appropriateness of its composition, and the actual contribution of each director. There was a summary of the support given to the Board of Directors during this meeting on December 7th 2022. It was a very positive evaluation.

I'd like to underscore, among other things, all the directors observed the successful renewal of the board's composition, bringing in great diversity of experience. We've shown our ability to bring on board new directors. Furthermore, everyone talked about the success of the period of man-managerial transition and how effective the separate governance has been. Also, satisfactory strengthening of the board's involvement in defining group strategy. Lastly, we've seen a wealth of contribution from individual board members.

The board overall operates very well. On to 2023 priorities. They're very much in line with what's been done in the past. Great continuity. Tracking strategic guidelines. As we saw, 2022 was a year which was a sensitive year, a year of change. It was important for the board to fully understand the development policy and retention policy of retaining talent.

Sustainable development, we've already heard about this. We've heard about the CSR policy. It, we've seen the group has a direct impact in this area. We also have been developing a strategy for a sustainable product offering to our clients. This is something we feel is very important for our strategy. It's fundamental. This brings me now to talk to you about the composition of the board of directors. I'd recall for you that we always seek to adhere to four specific objectives pertaining to board composition.

We want to maintain a high level of international board members. We like to have a good diversity of profile and experience, background of board members. We also wish to stagger terms in office and maintain the appropriate number of board members, making this manageable, provide for consistency and a good group cohesiveness.

In 2022, I'd say we maintained 40% of our board members are non-French, 42% of our members are women, and we see we've got people with many different backgrounds and come from many areas of expertise. To talk to you about the composition of the board, more specifically to repeat, you can see this on the slide. As Paul mentioned to you earlier, there were some recent changes in the make of the board.

Next slide. I'm trying to get the slide to move forward to talk about the selection process. We have a selection process which is very stringent. I'm responsible for this along with the Ethics and Governance Committee. We use very precise criteria. We bring in an outside firm to help identify the most appropriate profiles to become members of our board of directors.

In 2022, you'll remember you voted On two new members, Maria Ferraro. I won't tell you she's a Canadian, CFO from Siemens Energy AG. Hélène Roussat, CEO of Bouygues. Aside from the three renewals, which you also approved last year. As it so happens, we have two directors. I won't repeat why they're leaving, but for personal reasons, Joern and Tania, due to change in responsibilities, these two persons have left our board.

We therefore wanted to replace them, maintaining all the while, the composition of the board as I've just outlined it for you. We're very happy to introduce to you two new candidates to become members of the board. This will be up for your vote for them to become members of our board of directors. Megan Clarken, from New Zealand.

She'll be bringing in her expertise in the area of technology, data, and digital transformation, as well as great expertise in the media and retailing sectors. This is under Resolution 11. Ms. Ulrika Fern, a Swedish national, will be bringing in strong financial experience. She's held many positions in international corporations.

That's Resolution 12, which will be up for your vote later. Subject to their appointment, your Board of Directors proposes that Ms. Megan Clarken become a member of the Strategy and CSR Committee, replacing Ms. Tanja Rueckert, and Ms. Ulrika Fern will become member of the Audit and Risk Committee, replacing Joern Klever. I'd suggest possibly that Megan, if she would agree, might speak briefly so that she can introduce herself to you. Go ahead, please.

Megan Clarken
Director, Capgemini

Thank you very much. Good afternoon. My name is Megan Clarken. I am the CEO of Criteo. Criteo is a global ad tech or advertising technology company specializing in commerce media. Criteo is a public company. We're listed on the Nasdaq. I've been with Criteo for three and a half years. I've been leading the company through a major transformation, taking it from a single product provider to a multi-product platform provider. Criteo is now leading the way in the fastest-growing area of digital advertising.

I'm proud that Criteo is a French company. Prior to my time at Criteo, I spent 15 years at Nielsen Global Media, which is the world's largest media research and measurement company. I held a number of different roles at Nielsen, with the last one being Chief Commercial Officer and Global President.

Prior to this, I spent most of my career in digital media and information technology. As you heard, I am a New Zealander, and today I live between the US and France. I'm excited to bring to Capgemini my experience in global markets, my knowledge of the US market, my experience in business transformation, and my passion for ESG, including DEI. If voted in, I'm excited to join the experienced team of the Capgemini Board of Directors and aim to provide assistance and support to the CEO and his leadership team. Thank you.

Frédéric Oudéa
Director, Capgemini

Merci.

Paul Hermelin
Chairman of the Board, Capgemini

Merci. Merci beaucoup, Megan. J'invite Ulrika. I think I'd like to ask Ulrika to speak now, please.

Ulrica Fearn
CFO, Carlsberg

Thank you very much. Good afternoon, everyone. My name is Ulrika Fern, and I'm a Swedish citizen, and I'm the Chief Financial Officer for Carlsberg Group in Denmark. As a non-executive director in Capgemini, I would bring extensive customer experience from a range of industries across consumer goods, telecommunication, and energy. I've lived and operated across Europe, Asia, Australia, and North America, working in companies such as Diageo, British Telecom, Equinor, and now at Carlsberg Group.

I've experienced business and technological transformation and driven it across each of those geographies and industries. Across consumer goods, which is all about customer and consumer centricity and brand management. Telco, which is all about digital transformation, and the energy sector, where I learned appreciation for sustainability, risk management, energy transition, as well as energy security.

Aiman Ezzat
CEO, Capgemini

J'ai piloté la transformation des activités et la transformation technologique dans chacune de ces régions et chacun de ces secteurs. J'ai une expérience en matière de biens de consommation, ce qui m'a apporté une connaissance approfondie des approches centrées sur le consommateur et de gestion de marques, également dans le secteur des télécommunications et dans le secteur de l'énergie, ce qui m'a permis de saisir les enjeux de durabilité, gestion des risques, transition énergétique et sécurité énergétique.

Ulrica Fearn
CFO, Carlsberg

As a group CFO, as well as from previous roles across the world, I have deep financial controls, compliance, and risk expertise, and I'm well-versed in the importance of compliance and governance. I've got a proven track record of transforming both control systems and risk management framework.

Aiman Ezzat
CEO, Capgemini

En tant que directrice financière groupe et grâce à mes précédents postes internationaux, je possède une expertise approfondie en matière de finance, contrôle, conformité et risque. Je maîtrise tout particulièrement les sujets de conformité et de gouvernance.

Ulrica Fearn
CFO, Carlsberg

I hope this will bring vision, insight, and customer perspective from a diverse industry perspective, diverse countries. My passion for driving in transformation, innovation, and value creation will partner well with Capgemini in the future.

Aiman Ezzat
CEO, Capgemini

j'espère apporter cette vision, différents éclairages des perspectives consommateurs de différents secteurs et de différents pays. Je suis passionnée, par l'innovation, la transformation, et j'espère que ces valeurs pourront contribuer à la réussite de Capgemini.

Ulrica Fearn
CFO, Carlsberg

Thank you very much.

Aiman Ezzat
CEO, Capgemini

Merci beaucoup.

Ulrica Fearn
CFO, Carlsberg

Merci beaucoup, Ulrika Fern.

Paul Hermelin
Chairman of the Board, Capgemini

Thank you very much, Ulrica. As you see on this slide, if you vote in favor of these two appointments at the board, we will be able to maintain the percentage of independence and diversity and be at the best standards of the industry as a whole. Thank you for your attention.

Frédéric Oudéa
Director, Capgemini

Merci Frédéric. Nous nous rapprochons.

Aiman Ezzat
CEO, Capgemini

Thank you, Frederic. We're drawing near to the end of this general assembly, and we'll reach the session that we're all waiting for, the Q&A session. Before that, I would like to ask Miss Itsueo Arai to present the report of the statutory auditors. Good afternoon. On behalf of the statutory auditors, PricewaterhouseCoopers Audit and Mazars, I am honored and pleased to report to you on our engagement for the year ended, December 31st, 2022.

In accordance with the practice of this meeting, I propose to sum up the terms of our various reports which have been made available to you by the company and are included in the 2022 Universal Registration Document.

I will begin with our report on the consolidated financial statements of the group, which have been prepared in accordance with the IFRS framework as adopted by the European Union. We have certified the financial statements without qualification or comment. We have considered as key points in our audit the elements which were deemed to be most important and which therefore received particular attention during our audit. In our report, we describe the reasons, recognition of revenue and the audit response that we brought.

For 2022, these key audit items concern two themes. First of all, recognition of revenue using the percentage of completion method on multi-year contracts based on deliverable services or multiple element contracts. Secondly, the assessment of the recoverable amount of goodwill.

We recall that the main objective of our engagement is to obtain reasonable assurance about the fairness, regularity, and true and fair view of the financial statements, and to ensure that they are free from material misstatement. To this end, we work with all significant entities of the Capgemini Group in France and abroad. Our approach is adapted to the group's activities in various business lines as well as to its organization.

The verification of the management report and other documents sent to shareholders does not call for any particular comment. Regarding our report on the financial statements of Capgemini SE, which have been prepared in accordance with French accounting principles, we considered the valuation of investments in subsidiaries of Capgemini SE to be a key point in our audit. We have certified these financial statements without qualification or observation.

Regarding our special report on regulated agreements, we have not been advised of any new agreements authorized during the year ended on December 31st 2022. Our report states that none of the agreements authorized in previous years continued during the year ended on December 31st 2022.

Lastly, in connection with the extraordinary reportion of your shareholders meeting, we have issued three reports on the draft resolution submitted to your vote this afternoon and relating to capital. We have not commented on terms and conditions proposed to you by your board of directors. Mr. Chairman, ladies and gentlemen, thank you for your attention.

Frédéric Oudéa
Director, Capgemini

Merci beaucoup. Je tiens à remercier les différents intervenants sur.

Paul Hermelin
Chairman of the Board, Capgemini

Thank you. I'd like to thank all of the speakers. On the program, it says beginning of Q&A at 3:20. It's exactly 3:20 on the dot. It's exceptional. Congratulations. That's how precise we are at Capgemini, keeping specifically on time. Let's begin the question and answer session. For information, written questions, as every year, have been received for the AGM. Answers have been made available, posted on our website.

We'll spend around 25 minutes on our Q&A session. We'll take questions from the room, of course. We'll also take questions through the secure platform which is available for online shareholders. They can continue asking their questions, feel free to do so online. We will endeavor to answer the largest number of questions possible, depending on the time we have.

Now, to the members of us into the room, so that we have the most number of people who can speak, we ask you all to be cooperative and please only take one minute per question. one question per person and one minute per question. The staff members have microphones, so please raise your hand so that people can give you a microphone before you ask your question. Let us begin with a question we received online.

Paul brought up this subject, which is not for an IT company. It's mainly, really a societal question, and it has to do with artificial intelligence, ChatGPT. We have a question on this, which was as follows, saying, "ChatGPT is in the news now. It's sensitive. What are the knock-on effects going to be of this new artificial intelligence in terms of services provided by Capgemini?

Do you see this as a risk or an opportunity?" Mr. Chief Executive. Thank you. It's an excellent question. I expect it since it's a topical issue. It goes without saying that technology is constantly making breakthroughs. The AI breakthrough has made it possible for ChatGPT to come to the fore. This is called generative artificial intelligence because it can pull together a very large amount of data, images, videos, texts, and then generate new content.

This new technology has made AI visible to the public at large, but it's nothing new to Capgemini. For many years now, we've been working on generative AI. We've already delivered various projects to clients in this area. Recent breakthroughs, it's true, have speeded up adoption of this technology more broadly. two impacts for us at Capgemini.

First of all, an impact on our own productivity. We work a great deal on including generative AI into our working methods, particularly in developing software, testing, data migration. This helps us speed up processes and productivity of our teams. This is productivity we've been improving for years now. It's nothing new, but it's been an extra step in that direction. It's a major step up. When growth resumes, it'll be possible for us to contend with lacking resources. Remember, 10, 12 months ago, there was a serious shortage of talent or resources in the marketplace.

A lot of clients couldn't start projects because they were lacking talent. That's the first point, our productivity. Second aspect here, of course, has to do with our product offering. We're working on product offerings using generative AI offerings for content generation, creativity, customer experience.

We'll be, in the summertime, launching an offer on what's called a customer experience assistant to enhance and speed up various customer service automations to improve that type of customer service automation and make it speeder. Engineering, designing lighter weight, more resistant vehicles, or think of new molecule development, new vaccines, and so forth. In generative AI, we have to look at this as an assistant. It's assistant. It's not a replacement, it's an assistance.

When you look at generative AI, it requires a lot of investment. We're also aware of the fact that there are risks also inherent in this new technology, such as data security, cybersecurity, very important here, copyright considerations, and other. This is why within Capgemini, we've already established guidelines on how to use generative AI.

A draft to European legislation in this area is designed precisely to find solutions to strike a good compromise on using generative AI all the while we're risking the most serious risks here, limiting the most serious risks. Remember, for several years now, we've had an ethics charter on using AI. We're adding to that charter now to include elements pertaining specifically to generative AI. It's an opportunity, yes, to make progress.

New technology, enhancement of both productivity and creativity to speed up acceptance of this technology and shift toward the new digital sustainable technology. We have to use this as a plus, we have to also be aware of potential risks and make sure that regulations are at the appropriate level so that it's possible to control the negative aspects without at all in any way holding back development of this technology.

Thank you. A question from the room. Go ahead, madam. You'll be given a microphone. Please wait a moment. Please introduce yourself and ask your question.

Aiman Ezzat
CEO, Capgemini

bonjour, Caroline Mignon.

Paul Hermelin
Chairman of the Board, Capgemini

Hello, Caroline Mignon is my name. I noted clearly your excellent performance last year. This excellent performance hasn't been reflected in the share price. The share price hasn't been all that great recently. It had gone up to EUR 220 a while back, now EUR 161, and it lost 12.4%. Share price lost over 12% in one year's time. I'd like to know why your good results aren't reflected in the share price.

To the chief executive, yes, the share price doesn't only depend on our performance, but also in the marketplace more broadly. In our industry, to compare to our peers, our stock market performance is excellent compared to our peers. They've turned off my microphone. If we compare to our major global peers, our performance is good.

What we're seeing today in the industry, where we're categorized IT services industry, what we're seeing, stock market performance is being held back by the fact that we're in a period of negative growth. Usually shareholders wait to see the periods of growth before they ratchet up their investments in the stock market. Look at it the other way around. When you meet with financial analysts, our price targets remain the same.

The financial analysts are highly confident in our ability to rebound in the next 12 months. The share price is able to rebound in the next 12 months.

Aiman Ezzat
CEO, Capgemini

There's another dimension to this question. I have received two questions. I'm going to regroup them. They're coming from shareholders online. They're talking about the 2023 outlook, especially in terms of profitability. They ask the question of the impact of inflation on costs. The second question is about the macroeconomic context, which is quite unstable. The question is about the expected level of growth in our business for 2023.

Thank you. That's a great question, especially given the context for in our industry. We follow up very closely what's happening at a macroeconomic and geopolitical level, especially when it concerns inflation and the pressure on supply chains, as you know. Our growth driver at Capgemini is transformation, and transformation will be sustained. There is this dual transition towards the digital economy and the environmental transition.

Even though there is a slowdown this year, we are still growing. We're talking about structural transformation that cannot be reversed. It will just slow down a little bit. I would say that today, in spite of an environment in which investments have slowed down and there's a bit of a wait and see behavior from our clients, we'll still have good growth perspectives.

We have targets from 4%- 7% in terms of growth 2023, and we're among the most dynamic players on the market. We're going to continue gaining market shares. We are in the middle of this target after the Q1 results. We were expecting a slowdown because when you have an economic outlook that's a little bit less good, then clients also slow down with their large programs.

It leads to a general slowdown. Regarding margin, as you've seen, in spite of the slowdown, we maintain our resilient margins. We expect between zero and twenty basis points of improvement. There's a slowdown of growth because of wait and see behavior. We still demonstrate strong resilience with one of the biggest growth in the market compared to our competitors, maintaining our targets in terms of margin, even improving them.

When uncertainty goes down, we'll see there will be change in a couple of quarters. We will accelerate, and growth will go back to normal levels. Another question in the room? Sir. Hello. Jean-Pierre Sékaly, individual shareholder. First of all, congratulations and thank you for your financial performance.

Yes, the stock price is what it is, but it's no big deal, I guess. Just about the slide that was presented by Mr. Pouyanné, resolution number seven, the compensation of CEO. Of course, it's performance based, but 21,000 performance-based action leading to EUR 1.3 million, I don't really understand or it should have a negative impact on the stock price. Thank you for your answer. Well, the calculation is made based on the October value.

Then we take the number of shares that are granted to Mr. Ezzat and multiply it by the stock price at the date of notice. Then we have the IFRS accounting value because shares are blocked for a certain period. There is a three year vesting period.

It's a constraint that translates into an IFRS value of 75%. Using these elements, you'll end up with the value that was mentioned by Patrick earlier on. It's very rare that Patrick makes mistakes in terms of math. A question about our employees, because we are a service-based company. I don't know if it's a question for Ayman or Anne, our head of HR. Question on teleworking. Capgemini really wanted to develop teleworking, working from home.

What do you think of this experience? I would like to give the floor to Anne, Director of Human Resources. Good afternoon. Yes, we did develop a policy of teleworking, more flexibility in working conditions, and we're starting doing that during the COVID crisis, trying to draw lessons from this period.

We set up a hybrid work policy that is now rolled out for 98% of our employees worldwide. In France, there was an agreement on teleworking. 93, 94% of our employees supported it, and they use the system regularly. Beyond that, we continue to think of other forms of flexibility. In some of our geographies recently, we introduced the opportunity for employees to benefit from 45 days of work abroad.

We're not talking about missions abroad, but it's really based on personal choices. There have been more than 1,000 requests to benefit from this opportunity. It's yet another opportunity in terms of flexibility. I think that it's quite positive. Another question from the floor. We will vote in a few minutes. Okay. My question is about governance and compensation.

You said that there have been seven meetings of the board. I would like to know what was the salary of a director for each meeting? Around 3,000 EUR. It's part of the envelope, the budget that was presented to you, which was below what was voted on by the general assembly last year. Other questions from the floor? Yes, sir.

Frédéric Oudéa
Director, Capgemini

Good afternoon. I've been a consultant for Capgemini for four years, and I'm an individual shareholder. Congratulations.

Aiman Ezzat
CEO, Capgemini

Thank you.

Frédéric Oudéa
Director, Capgemini

In the next few years, could we hope for higher dividends?

Aiman Ezzat
CEO, Capgemini

Well, first of all, as I said before, it was also underlined by Carole Ferrand, the rule of the group is to pay out 30% of net result in dividends. We don't make midterm forecast on net results. Ayman Ezzat talked to investors at the latest capital markets date. Between 7%- 9%, and margin 14%. Obviously, mathematically speaking, there should be an increase in dividend.

The group is part of an environment. If there's a major recession, we cannot promise anything for 2024 based on the year 2023. However, if the group is in line with the guidance stated in February with the support of the board, there should be an improvement of the net result and the dividend should go up.

I think we're on track in 2023 for the 2024 payout. Good midterm outlook, there could be the economic conjuncture. Okay. There's something that we already talked about, shareholder who's online would like more clarification on CSR components for the compensation of group managers. Okay. For corporate social officers, Patrick mentioned it, CSR criteria apply in two levels. Firstly, variable part, 20%. The performance... Variable compensation, it's 20%, starting in 2021, before it was 15%.

There's the performance. These criteria apply to two things, the reduction of greenhouse gas emissions submitted by the group, and I'm referring you to the presentation made by James Robey earlier on. Secondly, improvement of diversity.

Paul Hermelin
Chairman of the Board, Capgemini

Which means more female senior managers. We have the leaders of the group and the VPs. There were targets set by Aiman Ezzat and approved by the committee and the board, and we follow up on these results. Aiman Ezzat?

Aiman Ezzat
CEO, Capgemini

Well, beyond the performance-based shares, ESG criteria also apply to other people in the group, 5,000 people in 2021 and 2022. All the main managers in the group, so, 2,400 people in 2022, have ESG objectives in their variable compensation based on diversity on the one hand, and greenhouse gas emissions reduction on the other hand, and also an improvement of training hours and engagement rate for our employees. In France, there is also a performance indicator, based on the reduction of greenhouse gas emissions on the scope of 24,000 people.

The ESG criteria are in line with the midterm objectives set by the group in the framework of its ESG policy, take into account the net zero objective by 2040 and 30% of women in the executive leaders of the group.

Paul Hermelin
Chairman of the Board, Capgemini

Thank you. We have time for two more questions. Is there another question from the floor? No more questions. I can see that you're all very eager to vote. one question for Carole from a shareholder who's online. Given this economic slowdown and increase in interest rates, how do you assess the balance sheet of Capgemini? Very sound structure.

Good question. It's true. Liquidity's context changed very drastically. The situation was already good last year, got further strengthened in 2022. To just show you how strong balance sheet is in our cash on hand in Capgemini. I said earlier, net debt to the group went from EUR 3.2 billion - EUR 2.6 billion this year.

If we delve into further detail, we can say in the balance sheet we had EUR 4.2 billion gross cash, having EUR 6.7 billion in bond borrowings, staggered maturities up into 2022. In 2021, we set up a syndicated credit line, several currencies maturing in 2028, EUR 1 billion undrawn as of end of 2022. Furthermore, we have EUR 1.25 billion of negotiable securities that are short-term maturities. All in all, very strong liquidity, very strong balance sheet. Furthermore, we have very excellent ongoing partnership relationships with our banks. Thank you. Thank you, Carole. We're five minutes ahead of my schedule. That stresses me out.

If there aren't any further questions in the room, since we've always got to make our shareholders happy, several of them are eager to begin the vote, I suggest now we move on to the actual voting session. We talked about innovation during our introduction. We heard from Aiman Ezzat on innovation. We're also innovating during our AGM. It would've escaped you have little voting boxes that no longer are at your side.

You've got a voting tablet now. It's really magnificent. Each shareholder gives them the number of votes they have on the tablet. When we vote, each shareholder will have a few seconds, around 15 seconds, rest assured that's enough, to press the button for, against, or abstention. I'd remind you, the majority, the AGM is based on fors or against. The abstentions are overviewed as a vote against.

If you don't mind, I won't read out verbatim, as is now our custom, the resolutions. I will just give you the titles of each of the resolutions. I'd also remind you the majority is required. We need to have an ordinary majority of over 50% during the ordinary session, and during the extraordinary session, we need a 2/3 majority of the resolutions voted on during the extraordinary session. As I announced to you at the beginning of our AGM, I'll give you the final quorum, which has gone up slightly since the beginning of the AGM. It's 78.54% for the ordinary resolutions and 78.55% for the extraordinary resolutions.

We can now begin voting. I'll be asking you to please vote on the 17 resolutions. Resolution one, please. Oh, sorry, there's a brief video I'd forgotten.

It explains how to actually vote, cast your votes.

Speaker 7

Pour voter, rien de plus simple. Appuyez sur le bouton correspondant à votre choix : pour, abstention ou contre. Appuyez sur OK pour valider votre choix avant la clôture du vote. Une fois votre vote validé, vous ne pouvez plus le modifier. Merci de bien vouloir restituer votre tablette en sortie de salle.

Paul Hermelin
Chairman of the Board, Capgemini

Okay, we saw that. That helped us out, explained the voting process. Let's begin voting. Resolution one during the ordinary session approval of the 2022 company financial statements. Please vote now. No further voting. The resolution is adopted 99.98% in favor. Resolution two. Approval of the 2022 consolidated financial statements. Please vote now. No further voting. The resolution is adopted the same as the previous one, 99.98% in favor. Resolution thee.

Appropriation of earnings and setting of the dividend. Please vote now. No further voting. The resolution is adopted. Even higher. It can't go higher than this almost. 99.99% in favor. Thank you very much. Resolution four. Regulated agreements, special report of the statutory auditors. Please vote now. No further voting. The resolution is adopted 99.97% in favor. Resolution five.

Approval of the report on the compensation of corporate officers. Please vote now. No further voting. The resolution is adopted 96.31% in favor. Resolution six. Approval of fixed variable and exceptional components of total compensation, all types of benefits for Mr. Paul Hermelin for 2022. Please vote now. No further voting. The resolution is adopted 95.33% in favor. Resolution seven. Approval of compensation 2022 of Mr. Ayman Ezzat, CEO. Please vote now. No further voting. The resolution is adopted 92.99% in favor.

Resolution eight. Approval of the compensation policy applicable to the Chairman of the Board of Directors. Please vote now. No further voting. The resolution is adopted 98.71% in favor. Resolution nine. Approval of the compensation policy for 2023 applicable to the Chief Executive Officer. Please vote now.

No further voting. The resolution is adopted for the CEO's 2023 compensation, 91.04% in favor. Resolution 10, approval of compensation policy for 2023 for the directors. Please vote now. No further voting. The compensation policy for 2023 for the directors is adopted, 98.97% in favor. Resolution number 11. Appointment of Ms. Megan Clarken as director. Please vote now. No further voting. Appointment of Ms. Clarken is adopted, 99.60%. Congratulations, Megan.

Aiman Ezzat
CEO, Capgemini

Resolution-

Paul Hermelin
Chairman of the Board, Capgemini

Resolution number 12. Appointment of Ms. Ulrica Fearn as director. Please vote now. No further voting. Ms. Fearn becomes director of Capgemini Group with a score of 99.96% in favor. Congratulations, Ulrica. Resolution 13, authorization of a share buyback program. Please vote now. No further voting. Resolution is adopted, 98.64% in favor.

Aiman Ezzat
CEO, Capgemini

Resolution 14, for the extraordinary shareholders meeting authorization to grant performance shares to employees and corporate officers of the company and its subsidiaries. Please vote now. No further voting. The resolution is adopted, 92.60% in favor. Resolution 15, delegation to issue ordinary shares and/or securities granting access to the company's shared capital to members of Capgemini Group employee saving plans. Please vote now. No further voting. Resolution 15 is adopted, 97.93% in favor.

Resolution 16 on the delegation and to issue ordinary shares and/or securities granting access to the shared capital in favor of employees of certain non-French subsidiaries. Please vote now. No further voting. The resolution is adopted, 97.96% in favor. Finally, the last resolution, Resolution 17, powers to carry out formalities. Please vote now. No further voting.

The resolution is adopted, 99.99% in favor. Mr. Chair, I understand why our shareholders were so eager. All resolutions were adopted with a score above 90%. They're conveying their trust in us, and now you have the floor for conclusive remarks. Thank you, ladies and gentlemen. This annual general meeting went on very smoothly. I think we heard some frustration on the stock price. Obviously, the Board of Directors shares them. We are confident that we will reach the levels at the end of 2021, and we want to support our CEO in this regard. Thank you, everyone, and I would like to invite you to the cocktail.

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