CAPGEMINI_REGISTRATION_DOCUMENT_2017

FINANCIAL INFORMATION

4.2 Consolidated Financial Statements

Shares vested under the 2012{and 2013{plans a) Shares representing 100% of the initial allocation vested to beneficiaries not tax resident in France and still present in the Group at the vesting date, following the assessment in{2015 of the performance conditions under the 2012{and 2013{plans. Satisfaction of the presence condition at the vesting date therefore led to the vesting in January{2017 of 499,500{shares under the 2012{plan and the vesting in March{2017 of 659,100{shares under the 2013{plan. In accordance with the AMF{recommendation of December{8, 2009 regarding the inclusion of an internal and external performance condition when granting performance shares, the Board of Directors decided from the 2010{plan to add an internal condition to the external condition initially planned. The following internal and external performance conditions apply: The external performance condition accounts for 50% of the grant calculation as does the internal performance condition. External performance condition The external performance condition is applied in an identical manner across the 2012 to 2015{plans and in line with the conditions applied to the first{two{plans, as follows: no shares are granted if the performance of the Capgemini{SE X share during the period in question is less than 90% of the performance of the basket of securities over the same period; the number of shares ultimately granted: X is equal to 40% of the number of shares initially allocated if ❚ the performance of the Capgemini{SE share is at least equal to 90% of the basket, is equal to 60% of the number of shares initially allocated if ❚ the performance of the Capgemini{SE share is equal to 100% of the basket, is equal to 100% of the number of shares initially allocated if ❚ the relative performance of the Capgemini{SE share is higher than or equal to 110% of the basket, varies on a straight-line basis between 40% and 60% and ❚ between 60% and 100% of the initial allocation, based on a pre-defined schedule, where the performance of the Capgemini{SE share is between 90% and 100% of the basket in the first{case and 100% and 110% of the basket in the second{case. Under these conditions, if the performance of the Capgemini{SE share is in line with that of the basket of comparable shares, only 60% of the initial allocation will be granted in respect of the external performance condition ( i.e . 30% of the initial allocation). The terms of the external performance condition were tightened for the 2016 and 2017{plans and accordingly: no shares are granted if the performance of the Capgemini{SE X share during the period in question is less than the performance of the basket of securities over the same period; Performance conditions of the 2012, 2013 2014, 2015, b) 2016 and 2017{plans

the number of shares ultimately granted: X is equal to 50% of the number of shares initially allocated if ❚ the performance of the Capgemini{SE share is at least equal to 100% of the basket, is equal to 100% of the number of shares initially allocated if ❚ the relative performance of the Capgemini{SE share is higher than or equal to 110% of the basket, varies on a straight-line basis between 50% and 100% of the ❚ initial allocation, based on a pre-defined schedule, where the performance of the Capgemini{SE share is between 100% and 110% of the basket. The benchmark basket comprises the following securities, with each security equally weighted: 2012 and 2013{Plans: Accenture / CSC / Atos / Tieto / Steria / X CGI Group / Infosys / Sopra / Cognizant; 2014, 2015 and 2016{Plans: Accenture / CSC / Atos / Tieto / CAC{40{index / CGI{Group / Infosys / Sopra / Cognizant. Listing of the CSC security was ceased on April{1, 2017 and it was therefore replaced in the basket by the Stoxx{600{Technology{E{index; 2017 Plan: CSC was replaced by Indra following cessation of X the security’s listing on April{1, 2017. The rest of the basket remains unchanged. The fair value of shares subject to external performance conditions is adjusted for a discount calculated in accordance with the Monte Carlo model, together with a discount for non-transferability for the shares granted in France. Internal performance condition The internal performance condition is based on the generation of organic free cash flow{ (1) (OFCF) over a three-year period encompassing fiscal years{2012 to{2014 for the 2012{and 2013{plans, fiscal years{2013 to{2015 for the 2014{plan, fiscal years{2015 to{2017 for the 2015{plan, fiscal years{2016 to{2018 for the 2016{plan and fiscal years{2017 to{2019 for the 2017{plan. Accordingly: no shares will be granted in respect of the internal X performance condition if the cumulative increase in organic free cash flow over the reference period is less than €750{million for the 2012 and 2013{plans, €850{million for the 2014{plan, €1,750{million for the 2015{plan, €2,400{million for the 2016{plan and €2,900{million for the 2017{plan; 100% of the initial internal allocation will be granted if organic X free cash flow is equal to or exceeds €1,000{million for the 2012 and 2013{plans, €1,100{million for the 2014{plan, €2,000{million for the 2015{plan, €2,700{million for the 2016{plan and €3,200{million for the 2017{plan. The fair value of shares subject to internal performance conditions is calculated assuming 100% realization and will be adjusted where necessary in line with effective realization of this condition. A discount for non-transferability is also applied for the shares granted in France.

4

Organic free cash flow, an alternative performance measure monitored by the Group, is defined in Note{3 - Alternative performance measures and Note{22 - Cash (1) flows.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI