Cap Gemini - Registration Document 2016

CAP GEMINI AND ITS SHAREHOLDERS

5.1 Cap Gemini share capital

5.1.2

authorizations

share capital Authorizations granted by the Combined Shareholders’ Meeting to the Board of Directors to increase The following table summarizes (pursuant, to Article L.225-100 of the French Commercial Code) authorizations still in effect and those that have expired since the last Combined Shareholders’ Meeting.

date and resolution Authorization

amount (1) (2) (in euros) Maximum 10% of share capital

Purpose of the authorization

number

Expiry date

Used during 2016

Purchase by the Company of its own a) shares under a share buyback

05/18/2016/ 10 th

11/18/2017 4,128,337 shares were purchased under the share buyback program (excluding the Liquidity contract) at an average price of €81.18 As part of the Liquidity contract: a) 2,686,396 shares purchased at an average market price of €81.12 b) 2,621,396 shares sold at an average market price of €81.33 c) The balance on 12/31/2016 is 150,000 shares and about €9 million.

program

Cancellation of treasury shares

10% of share capital period per 12-month

05/18/2016/ 11 th

07/18/2018

of the Board of Directors on 07/26/2016. €50,129,800.47 were cancelled by decision 617,235 shares with a value of

5

additional paid-in capital, reserves, profit or other eligible amounts Share capital increase by capitalizing c) Share capital increase by issuing d) granting a right to allocation of debt shares and/or securities granting access to the share capital, or instruments, with retention of PSR Share capital increase by issuing e) shares and/or securities granting access to the share capital, or granting a right to allocation of debt instruments, with cancellation of PSR, by public offering PSR, by private placement granting a right to allocation of debt instruments, with cancellation of shares and/or securities granting access to the share capital, or Share capital increase by issuing f) the context of a share capital increase with cancellation of PSR Setting the issue price of shares in

(par value) €1.5 billion 05/18/2016/ 12 th

07/18/2018

This authorization was not used in 2016

(par value) €550 million

05/18/2016/ 13 th

07/18/2018

This authorization was not used in 2016

(issue amount) €7.5 billion

€137 million (par value)

05/18/2016/ 14 th

07/18/2018

This authorization was not used in 2016

(issue amount) €2.5 billion

05/18/2016/ 15 th

€137 million (par value) €2.5 billion (issue amount)

07/18/2018

This authorization was not used in 2016

€137 million (par value) €2.5 billion (issue amount) 10% of share capital

05/18/2016/ 16 th

07/18/2018

This authorization was not used in 2016

This authorization was not used in 2016

07/18/2018

“Greenshoe” option (d) to (g)

05/18/2016/17 th

(1) Recap of overall limits: a maximum par value amount of €550 million and a maximum issue amount of €7.5 billion for all issues with and without pre-emptive subscription rights; including a maximum par value amount of €137 million and a maximum issue amount of €2.5 billion for all issues without pre-emptive subscription rights; issues performed pursuant to j), k) and l) above are not included in these general limits. Total share capital increases decided pursuant to j) and k) are capped at a maximum par value amount of €48 million. (2)

Abbreviations: PSR = Pre-emptive Subscription Rights

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Registration Document 2016 — Capgemini