Cap Gemini - Registration Document 2016

5

CAP GEMINI AND ITS SHAREHOLDERS

5.1 Cap Gemini share capital

Authorization date and resolution number 05/18/2016/ 18 th

(in euros) Maximum amount (1) (2)

Purpose of the authorization

Expiry date 07/18/2018

Used during 2016

Share capital increase by issuing h)

€137 million (par value) €2.5 billion (issue amount) capital 10% of share €125 million (par value) €1.25 billion capital 10% of share

This authorization was not used in 2016

shares and/or securities granting access to the share capital in consideration for contributions in kind

i)

05/07/2014/ 29 th

or granting a right to allocation of debt instruments, in consideration for ordinary shares and/or securities granting access to the share capital, Share capital increase by issuing

07/07/2016

This authorization was not used in 2016

exchange offer made by the Company shares tendered to a public

access to the share capital with cancellation of PSR, reserved for Share capital increase by issuing j) shares and/or securities granting members of Group savings plans Share capital increase by issuing k) shares and/or securities granting access to the share capital with subsidiaries cancellation of PSR, reserved for employees of certain non-French

€48 million (par value) (2)

05/18/2016/ 19 th

07/18/2018

This authorization was not used in 2016

€48 million (par value) (2)

05/18/2016/ 20 th

11/18/2017

This authorization was not used in 2016

l)

Grant of performance shares

1% of share capital

05/18/2016/ 21 st

11/18/2017 1,663,500 performance shares (€13.3 million

par value) were granted to 1,175 beneficiaries by decision of the Board

of Directors on 07/26/2016

(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. (2) Total share capital increases decided pursuant to j) and k) are capped at a maximum par value amount of €48 million.

Delegations to be presented at the Shareholders’ Meeting of May 10, 2017

Authorization date and resolution number

Duration Expiry Date

Purpose of the authorization

Maximum amount

18 months (up to 11/10/2018) 18 months (up to 11/10/2018)

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

10% of share capital

05/10/2017/ 11 th

Grant of performance shares

1% of share capital

05/10/2017/ 16 th

members of Group savings plans Share capital increase by issuing shares and/or securities granting access to the share capital with cancellation of PSR, reserved for employees of certain non-French subsidiaries Share capital increase by issuing shares and/or securities granting access to the share capital with cancellation of PSR, reserved for

18 months (up to 11/10/2018)

€48 million (par value) (1)

05/10/2017/ 17 th

18 months (up to 11/10/2018)

(par value) (1) €24 million

05/10/2017/ 18 th

(1) The total share capital increases decided pursuant the 18 th resolution are included in the general limit of the 17 th resolution.

Abbreviations: PSR = Pre-emptive Subscription Rights

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Registration Document 2016 — Capgemini