Cap Gemini - Registration Document 2016

5

CAP GEMINI AND ITS SHAREHOLDERS

5.1 Cap Gemini share capital

Share grants without performance conditions in 2016 The Extraordinary Shareholders’ Meeting of May 6, 2015 authorized the Board of Directors in its ninth resolution to grant performance shares to employees and corporate officers of the Company and its French and non-French subsidiaries, during a 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 period of 18 months commencing May 6, 2015. The number of shares granted (existing and to be issued) was not to exceed 1% 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 corporate officer of the Company, it being specified that the amount not exceeding 15% of “N”, shares may be granted to employees of the Company and its French and non-French conditions. subsidiaries, excluding members of the General Management Team (the “Executive Committee”), without performance February 17, 2016 decided the issue of 180,500 restricted shares Pursuant to this authorization, the Board of Directors’ meeting of to 164 managers and employees of IGATE bought in July 1, 2015 and which were therefore not included in the scope of the July 26, 2016 grant due to the lack of time to ensure an appropriate this grant. selection. Neither the Chairman and Chief Executive Officer, nor the Group Executive Committee members were beneficiaries of Board of Directors granted (i) 1,290,500 shares subject to performance and presence conditions on July 30, 2014. Pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting of May 23, 2013 in the tenth resolution, the These performance shares were granted subject to a vesting therefore vested for French tax residents on July 30, 2016. period of two years for beneficiaries tax-resident in France and four years for beneficiaries not tax resident in France. The grant authorizing the Board of Directors to grant performance shares. performance conditions. These conditions are detailed in the resolution presented to the Combined Shareholders’ Meeting This performance shares grant is subject to internal and external 2014 and 2015. organic free cash flow generated over the three year period, 2013, The internal performance condition for this share grant concerned The external performance condition was assessed based on the performance of the Cap Gemini share compared with a basket of comparable companies in our business sector in at least five different countries. These companies were as follows for Vesting of performance shares in 2016

the relative performance of the Cap Gemini share is less than 90% Steria, and Tieto with the CAC 40 index in addition. For this grant, no shares vest in respect of the external performance condition if Accenture, Atos, CSC, CGI Group, Cognizant, Infosys, Sopra of the average performance of the basket over a two-year period, while 30% of shares vest if this performance is equal to that of the basket and 50% of shares vest if this performance is 110% or more of that of the basket. tax-resident in France of 390,750 shares in August 2016. The internal and external performance conditions for this plan were satisfied in full, enabling the vesting to beneficiaries conditions only on October 8, 2014. Board of Directors granted (i) 104,379 shares subject to presence Pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting of May 23, 2013 in the tenth resolution, the of two years and therefore 77,526 shares have been definitely granted to more than 15,200 employees in October 2016. These restricted shares were granted subject to a vesting period International employee shareholding system May 7, 2014 authorized the Board of Directors to issue a maximum of 6 million shares by way of a share capital increase The Combined Shareholders’ Meetings of May 26, 2011 and and its French and non-French subsidiaries who are members of the Capgemini Group Company Savings Plan. reserved for employees and corporate officers of the Company The international employee shareholding transaction performed in 2012 was subscribed in the amount of 6 million shares directly and indirectly via an Employee Savings Mutual Fund (FCPE) by Group employees from 19 countries. The international employee shareholding transaction performed in 2014 was subscribed in the amount of 5 million shares directly and indirectly via an Employee Savings Mutual Fund (FCPE) by Group employees from 20 countries. ownership plan “ESOP 2009” (which expired on December 16, 2014) had the option of recovering their investment (and in It is recalled that subscribers to the first employee share numerous cases reinvesting in the 2014 plan) or leaving their investment in the Group Savings Plan (France only). Overall and pursuant to the provisions of Article L.225-102 of the French Commercial Code, the Board of Directors informs you that December 31, 2016. employees and corporate officers of the Company (and related companies) together held 5.3% of the Company’s share capital at Vesting of restricted shares in 2016

Potential dilution resulting from the exercise of all securities granting access 5.1.5 to the Company’s share capital As of December 31, 2016, the potential dilution in respect of performance and free share grants plans was 2.7%.

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Registration Document 2016 — Capgemini