CAPGEMINI_REGISTRATION_DOCUMENT_2017

4

FINANCIAL INFORMATION

4.2 Consolidated Financial Statements

Employee incentive instruments - IGATE F) The main features of this plan are set out in the table below:

{

2015 Plan

One, two or three{years for the market condition and three{years for the internal condition

Vesting period

Number of Performance Units at December{31, 2016 that may vest under the plan in respect of Performance Units previously granted subject to performance and presence conditions Number of Performance Units subject to performance and presence conditions granted during the year

85,555

-

Number of Performance Units forfeited or cancelled during the year

34,471

Number of Performance Units vested during the year

9,212

Number of Performance Units at December{31, 2017 that may vest under the plan in respect of units previously granted subject to performance and presence conditions

41,872

Main market conditions at the grant date Risk-free interest rate ■

0.35% 1.60% €56.30

Expected dividend rate

■

Fair value in euros ( per unit )

On July{1, 2015, in the context of the IGATE acquisition, Capgemini exchanged IGATE Performance Share Awards (PSA) held by beneficiaries for Capgemini Performance Units (PUs): the number of PUs granted was calculated by multiplying the number of IGATE{PSAs outstanding by the following ratio: US$48 (unit purchase price of IGATE shares paid by Capgemini) €78.37 (closing price of the Capgemini{SE on April{24, 2015) x 1.0824 (€/US$ exchange rate on April{24, 2015) this calculation is equivalent to adjusting the number of PSAs X by the exchange parity of the IGATE and Capgemini{SE shares in US$ on April{24, 2015; the vesting of PUs is subject to the attainment of internal and X market performance conditions and the presence of the beneficiary in the Group at the vesting date: the internal performance condition consists of a cumulative ❚ organic free cash flow (OFCF){ (1) objective for the period{2015 to{2017, as presented in the audited, published Statements of Cash Flows for fiscal years{2015,{2016 and{2017, with the maximum number of units vesting for an aggregate amount of €2{billion, the market performance condition is based on the ability of ❚ the Capgemini{SE share to outperform a reference basket comprising the CAC{40{index and the following companies in equal weighting: Accenture, CSC, Atos, Tieto, CGI{Group, Infosys, Sopra, and Cognizant; the vesting schedule is as follows: X 25% of PUs on July{1, 2016, subject to presence and market ❚ performance conditions, 25% of PUs on July{1, 2017, subject to presence and market ❚ performance conditions,

25% of PUs on July{1, 2018, subject to presence and market ❚ performance conditions, 25% of PUs on July{1, 2019, subject to presence and internal ❚ performance conditions; in addition, PUs vesting in the first{three{years are subject to a X final adjustment clause tied to the change in the Capgemini{SE share price between the vesting dates and July{1, 2019. The internal condition was only satisfied 54% at the first vesting date, resulting in the vesting of 15,400{PUs and the cancellation of 13,118{PUs for this first{tranche. The internal condition was only satisfied 44% at the second{vesting date, resulting in the vesting of 9,212{PUs and the cancellation of 34,471{PUs for this second{tranche, including the impact of failure to satisfy the presence condition. The Group does not hold any shares for financial investment purposes and does not have any interests in listed companies. At December{31, 2017, treasury shares were deducted from consolidated equity in the amount of €61{million. These consist of (i) 570,393{shares purchased under the share buyback program and (ii) 123,628{shares held under the liquidity agreement (the associated liquidity line is €20{million) and the contractual holding system for key employees of American activities. In view of the small number of treasury shares held, the Group is not therefore exposed to significant equity risk. Finally, as the value of treasury shares is deducted from equity, changes in the share price do not impact the Consolidated Income Statement. Treasury shares and management of share capital and market risks

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