Cap Gemini - Registration Document 2016

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FINANCIAL INFORMATION

4.4 2016 Financial statements

a) Shares vested under the 2014 plan 2014 plan for shares granted to beneficiaries tax-resident in France, 100% of the initial allocation vested to those beneficiaries Based on an assessment of the performance conditions of the August 2016. still present in the Group at the vesting date at the beginning of good performance of the share over the calculation period, the relative performance of the Cap Gemini S.A. share compared to With regards to the external performance condition, due to the respect of the external performance condition. that of the basket of comparable companies exceeded 110%, the threshold above which 100% of the initial allocation vests in condition. exceeded the €1.1 billion threshold, enabling the vesting of the maximum number of shares in respect of the internal performance organic free cash flow generation for fiscal years 2013 to 2015 With regards to the internal performance condition, cumulative 100% of shares initially allocated vested to beneficiaries tax-resident in France still present in the Group at the vesting As both conditions exceeded the maximum vesting thresholds, date, subject however to a lock-in period of four years in accordance with plan rules. A total of 390,750 shares vested under the 2014 plan, representing 94.3% of the maximum possible amount. The under the same conditions for non-French beneficiaries, however the shares vest at the end of a four-year period, subject to their performance conditions are assessed at the same dates and presence in the Group at this date. Vested shares are not, however subject to a lock-in period. Performance conditions of the 2012, 2013 2014, 2015 b) and 2016 plans performance condition when granting performance shares, the In accordance with the AMF recommendation of December 8, 2009 regarding the inclusion of an internal and external Board of Directors decided as from the 2010 plan to add an internal condition to the external condition initially planned. The following internal and external performance conditions apply: calculation as does the internal performance condition. The external performance condition accounts for 50% of the grant 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 Cap Gemini S.A. ◗ 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: ◗ the performance of the Cap Gemini S.A. share is at least equal to 90% of the basket, is equal to 40% of the number of shares initially allocated if ❚ 100% of the basket, is equal to 60% of the number of shares initially allocated if ❚ the performance of the Cap Gemini S.A. share is equal to higher than or equal to 110% of the basket, the relative performance of the Cap Gemini S.A. share is is equal to 100% of the number of shares initially allocated if ❚ varies on a straight-line basis between 40% and 60% and ❚ Cap Gemini S.A. share is between 90% and 100% of the between 60% and 100% of the initial allocation, based on a pre-defined schedule, where the performance of the

basket in the first case and 100% and 110% of the basket in

the second case.

share is in line with that of the basket of comparable shares, only Under these conditions, if the performance of the Cap Gemini S.A. 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 plan and accordingly: of the basket of securities over the same period; no shares are granted if the performance of the Cap Gemini ◗ share during the period in question is less than the performance the number of shares ultimately granted: ◗ is equal to 50% of the number of shares initially allocated if ❚ the performance of the Cap Gemini share is at least equal to 100% of the basket, higher than or equal to 110% of the basket, is equal to 100% of the number of shares initially allocated if ❚ the relative performance of the Cap Gemini S.A. share is 110% of the basket. initial allocation, based on a pre-defined schedule, where the performance of the Cap Gemini share is between 100% and varies on a straight-line basis between 50% and 100% of the The benchmark basket comprises the following securities, with each security equally weighted: 2012 and 2013 Plans: Accenture / CSC / Atos / Tieto / Steria / ◗ CGI Group/ Infosys / Sopra / Cognizant; 2014, 2015 and 2016 Plans: Accenture / CSC / Atos / Tieto / CAC 40 index / CGI Group/ Infosys / Sopra / Cognizant. 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. encompassing fiscal years 2012 to 2014 for the 2012 and 2013 plans, fiscal years 2013 to 2015 for the 2014 plan, fiscal years Organic Free Cash Flow (OFCF) over a three-year period 2015 to 2017 for the 2015 plan and fiscal years 2016 to 2018 for the 2016 plan. Accordingly: The internal performance condition is based on the generation of no shares will be granted in respect of the internal performance ◗ condition if the cumulative increase in Organic Free Cash Flow for the 2015 plan and €2,400 million for the 2016 plan; over the reference period is less than €750 million for the 2012 and 2013 plans, €850 million for the 2014 plan, €1,750 million 100% of the initial internal allocation will be granted if Organic ◗ Free Cash Flow is equal to or exceeds €1 billion for the 2012 and 2013 plans, €1.1 billion for the 2014 plan, €2 billion for the 2015 plan and €2.7 billion for the 2016 plan. The fair value of shares subject to internal performance conditions is calculated assuming 100% realization and will be adjusted granted in France. where necessary in line with effective realization of this condition. A discount for non-transferability is also applied for the shares Group employees, on one or several occasions subject only to a condition of presence. This authorization was partially used and Shareholders’ Meeting of May 23, 2013 gave the Board of Directors an 18-month authorization to grant shares to certain the terms and conditions of the grant and the list of beneficiaries were set by the Board of Directors Meeting of October 8, 2014. Following the free share grant in 2012, the Combined Internal performance condition Free share plan

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Registration Document 2016 — Capgemini