Cap Gemini - Registration Document 2016

CAP GEMINI AND ITS SHAREHOLDERS

5.1 Cap Gemini share capital

Use of authorizations during 2016 Pursuant to the authorization granted by the Ordinary Shareholders’ Meeting of May 18, 2016 in the tenth resolution, the Board of Directors purchased 4,128,337 shares under the share buyback program (excluding the Liquidity contract) at an average price of €81.18. As part of the Liquidity contract 2,686,396 shares were purchased at an average price of €81.12 and 150,000 shares and about €9 million. 2,621,396 shares were sold at an average market price of €81.33. The balance of the Liquidity contract on December 31, 2016 is

617,235 shares with a value of €50,129,800.47. Shareholders’ Meeting of May 18, 2016 in the eleventh resolution, the Board of Directors in its meeting of July 26, 2016 cancelled Pursuant to the powers conferred on it by the Extraordinary In addition and pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting of May 18, 2016 in the twenty-first resolution, the Board of Directors decided on July 26, 2016 the issue of 1,663,500 performance shares to including the Chairman and Chief Executive Officer). 1,175 beneficiaries (managers and employees of French and foreign subsidiaries, members of the Executive Committee

Other share equivalents outstanding 5.1.3 The bonds redeemable in cash and/or in new and/or existing shares (ORNANE) issued in October 2013 having been paid by anticipation during the last quarter of 2016 and the Redeemable

as at December 31, 2016. Share Subscription or Purchase Warrants issued in 2009 having matured in July 2016, no other share equivalent was outstanding

shareholders 5.1.4 Share subscription or purchase plans

covered by the internal performance condition). performance over a minimum of three years (in line with the period The external performance condition is based on the comparative performance of the Cap Gemini share against average beneficiaries at the end of the vesting period will be equal: Accordingly, the total number of shares that will vest to grant notification multiplied by the percentage achievement of the chosen internal performance target: published and audited a number of shares equal to half the number indicated in the ◗ organic free cash flow for the three years from 2016 to 2018 compared with a minimum objective of €2,400 million; the maximum number of shares will vest for organic free cash flow generation of more than €2,700 million; and grant notification multiplied by the percentage achievement of the chosen external performance target: performance of the Cap a number of shares equal to half the number indicated in the performance of the basket. of the external performance condition if the relative performance of the Cap Gemini share is less than 100% of the average Cognizant) and (ii) the CAC 40 index. No shares vest in respect countries in which the Group is firmly established (Accenture/CSC/Atos/Tieto/Sopra Steria/CGI Group/Infosys and years for beneficiaries tax-resident in France and four years for beneficiaries non-tax-resident in France. In addition, a two years The vesting period was set by the Board of Directors at three securities and indexes containing (i) shares of 8 listed companies operating in the same sector as the Group in a minimum of five Gemini share compared with the average performance measured over an identical three year period of a basket of amount of 50% of shares vested if the number of shares held by otherwise. him at the grant date, valued at the grant price, is equal to less than two years’ theoretical salary, and in the amount of 33% Furthermore, the Chairman and Chief Executive Officer is required to hold the shares vested until the end of his term of office in the Code, performance share grants will be undertaken at the same calendar periods from now on and will be decided by either the In accordance with the recommendations of the AFEP-MEDEF minimum holding period for vested shares following the vesting period was set for beneficiaries tax-resident in France. Board of Directors’ meeting held at the end of July or at the following meeting generally held at the beginning of October.

plan expired in June 2013. Cap Gemini no longer grants stock options. The last stock option

Performance shares grant

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Performance shares grant in 2016 The Extraordinary Shareholders’ Meeting of May 18, 2016 grant performance shares to employees and corporate officers of the Company and its French and non-French subsidiaries, during authorized the Board of Directors in its twenty first resolution to a period of 18 months commencing May 18, 2016. The number of shares granted (existing and to be issued) was not to exceed 1% amount not exceeding 15% of “N”, shares may be granted to employees of the Company and its French and non-French portion of shares that must be held by him until the end of his term of office is set by the Board of Directors. By exception, and for an conditions. subsidiaries, excluding members of the General Management Team (the “Executive Committee”), without performance corporate officer of the Company, it being specified that the referred to hereafter by the letter “N”). Up to a maximum of 10% of “N”, these performance shares may be granted to the executive of the share capital at the date of the Board of Directors’ decision to grant such shares (this maximum number of shares being July 26, 2016 decided the issue of 1,663,500 performance shares to 1,154 managers and employees of the Group, 20 members of Pursuant to this authorization, the Board of Directors’ meeting of Mr. Paul Hermelin. the Executive Committee (excluding Mr. Paul Hermelin) and performance condition is based on Organic Free Cash Flow over a three-year period, reflecting the Board of Directors’ desire to As for the 2012, 2013, 2014 and 2015 grant plans, the internal prioritize long-term goals in the context of these grants.

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Registration Document 2016 — Capgemini