Cap Gemini - Registration Document 2016

FINANCIAL INFORMATION

4.2 Consolidated financial statements

The terms and conditions of this issue were set out in the prospectus approved by the AMF on October 18, 2013 under reference number no. 13-557. redeem all of the ORNANE bonds outstanding on November 21, On October 5, 2016, Cap Gemini S.A. announced its decision to 2016 at par and based on a conversion ratio of 1.00 Cap Gemini share per ORNANE bond. In this context, holders of 5,934,131 ORNANE bonds exercised their share allotment rights resulting in the presentation of bonds, i.e. 24,456 bonds for a total of €2 million. €398 million and 640,184 existing shares. On November 21, 2016, Cap Gemini S.A. redeemed all outstanding ORNANE The conversion option embedded in the ORNANE bonds and the call option on own shares recognized in “Other non-current liabilities” and “Other non-current assets”, respectively, of similar amount, were released without any net impact on the Income Statement. its own shares purchased on October 18, 2013. The call option sold by the Company was also exercised in full. Cap Gemini S.A. In this context, Cap Gemini S.A. exercised in full the call option on received an amount of €14 million on the exercise of these two calls. 2011 Bond issue d) On November 18, 2011, Cap Gemini S.A. performed a bond issue maturing on November 29, 2016. Bondholders enjoyed all rights from November 29, 2011.

credit rating. The bonds bore interest at 5.25% per year, potentially increasing to 6.50% in the event of a down-grading of Cap Gemini S.A.’s The total nominal amount of the issue was €500 million, comprising 5,000 bonds with a nominal value of €100,000 each. could be called before this date by the Company, subject to certain conditions set out in the issue prospectus and particularly The bonds were redeemable in full on November 29, 2016. They request the early redemption of all or part of their bonds in the event of a change in control of the Company, provided this concerning the minimum redemption price. Bondholders could change in control was accompanied by a downgrading of the Company’s financial rating. Early repayment could also be requested by any bondholder, subject to the occurrence of certain events and particularly failure “grace” periods, if applicable), cross default (in excess of a to pay sums due in respect of the bond issue or to comply with other obligations set out in the documentation (beyond any minimum threshold), liquidation or dissolution. not constitute an early repayment event. An upgrade or downgrade in Cap Gemini S.A.’s credit rating did Furthermore, Cap Gemini S.A. undertook that the bonds would rank pari passu with all other marketable bonds issued by the Company. reference number no. 11-546. The terms and conditions of this issue were set out in the prospectus approved by the AMF on November 25, 2011 under The 2011 bond issue was redeemed in full on November 29, 2016.

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Registration Document 2016 — Capgemini