Changes to the composition of Capgemini’s Board of Directors proposed to the 2023 Shareholders’ Meeting

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Victoire Grux
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Vincent Biraud
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Changes to the composition of Capgemini’s Board of Directors
proposed to the 2023 Shareholders’ Meeting

Paris, March 16, 2023 – The Board of Directors, based on the report of the Ethics & Governance Committee, deliberated on March 16, 2023 on the changes to its composition to be proposed to the upcoming Shareholders’ Meeting of May 16, 2023.

The Board of Directors will propose to the 2023 Shareholders’ Meeting the appointment of Ms. Megan Clarken and Ms. Ulrica Fearn as members of the Board of Directors for a period of four years. These proposals are in line with the Board’s ambition to enrich the diversity of its profiles, in particular in terms of international diversification, and deepen its sector expertise.

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 a 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.

Ms. Ulrica Fearn, a Swedish citizen, has acquired throughout her career a 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 of Directors considers Ms. Megan Clarken and Ms. Ulrica Fearn to be independent pursuant to the criteria of the AFEP-MEDEF Code to which the Company refers.

Ms. Xiaoqun Clever has expressed her wish not to renew her term of office. 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.

Assuming the adoption of these resolutions by the Shareholders’ Meeting of May 16, 2023, the composition of the Board of Directors would therefore count 15 directors, including two directors representing employees and one director representing employee shareholders. 83% of its members will be independent¹, 40% will have international profiles and 42% will be women¹.

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 1^st, 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.

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 every day by its purpose of unleashing human energy through technology for an inclusive and sustainable future. It is a responsible and diverse organization of 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.
Get The Future You Want | www.capgemini.com

¹ 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 and the French Commercial Code.

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