CAPGEMINI_REGISTRATION_DOCUMENT_2017

4

FINANCIAL INFORMATION

4.4 2017 financial statements

6. Share capital and additional paid-in capital

Additional paid-in capital

Number of shares

Share capital

in thousands of euros

At December{31, 2016 (par value of €8)

171,564,265

1,372,514

6,295,195

+{Share capital increase for cash reserved for employees

3,600,000

28,800

293,004

-{Share capital reduction by cancellation of shares

(6,680,523)

(53,444)

(576,229)

-{Share issue costs, net of tax

-

-

(933)

AT DECEMBER{31, 2017 (PAR VALUE OF €8)

168,483,742

1,347,870

6,011,037

Share capital increase reserved for employees, share issue costs Pursuant to the 17 th {and 18 th {resolutions adopted by the Combined Shareholders’ Meeting of May{10, 2017, the Group set up an employee share ownership plan (ESOP{2017) in the second{half of{2017. Nearly 187,300{Group employees in 21{countries, representing approximately 97% of the Group headcount, were invited to subscribe for Capgemini{SE shares. Under the plan, a minimum length of service of three{months was required at November{19, 2017, acquired consecutively or not since January{1, 2016 to qualify as a candidate for subscription. This leveraged plan offered employees the possibility of subscribing at a discounted preferential rate and, via a bank which secured and supplemented the investment so that the total amount invested represented ten times the personal contribution of the employee, potentially generating a greater capital gain than would have been the case had it been calculated based solely on the employee’s personal contribution. In return, the employee waives a portion of any increase in the price of shares subscribed on his behalf, as well as dividends and other financial rights that could be paid on these shares throughout the entire term of the plan. In addition, the shares will be unavailable for a period of five years (except for cases of early release covered by plan rules in accordance with applicable legislation). Under the delegation of authority granted by the Board of Directors, the subscription price was set at{€89.39 by the Chairman and Chief Executive Officer on November{15, 2017. This price corresponds to the daily average Capgemini{SE share price, weighted for volumes, over the twenty{stock market trading days preceding the Chairman and Chief Executive Officer’s decision, less a 12.5% discount. On December{18, 2017, the Group issued 3,600,000{new shares reserved for employees with a par value of{€8, representing an increase in shareholders’ equity of €320{million net of issue costs (€1.0{million, net of tax).

Using the powers delegated to him, the Chairman and Chief Executive decided concomitantly with the share capital increase, to deduct all related share issue costs from additional paid-in capital. Share capital reduction by cancellation of shares purchased During the year, the Board of Directors, using the delegation of authority granted for a period of 18{months by the 11 th {ordinary resolution adopted by the Combined Shareholders’ Meeting of May{10, 2017, decided to reduce the share capital by €53,444{thousand by canceling 6,680,523{Capgemini{SE shares purchased under the share buyback program authorized by the Combined Shareholders’ Meetings of May{18, 2016 and May{10, 2017. The difference between the purchase cost of these 6,680,523{shares and their par value of €576,229{thousand was deducted from additional paid-in capital. 7. Share subscription plans The Group no longer grants share subscription options since the plan authorized in{2005. The last grant under this plan was performed in June{2008. 8. Performance share plans The Combined Shareholders’ Meetings of May{24, 2012, May{23, 2013, May{6, 2015, May{18, 2016 and then May{10, 2017, authorized the Board of Directors to grant shares to a certain number of Group employees, on one or several occasions and within a maximum period of 18{months, subject to performance and/or presence conditions. On December{12, 2012, February{20, 2013, July{30, 2014, July{29, 2015, February{17, 2016, July{26, 2016, July{26, 2017 and October{5, 2017, the Board of Directors approved the terms and conditions and the list of beneficiaries of these eight{plans.

256

REGISTRATION DOCUMENT 2017 — CAPGEMINI