Cap Gemini - Registration Document 2016

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CAP GEMINI AND ITS SHAREHOLDERS

5.4 Share buyback program

Share buyback program

Authorization to buy back the Company’s shares 5.4.1 September 30, 2016, and with Kepler Cheuvreux from October 3, contract (entered into with Oddo Corporate Finance until authorization was used in 2016 in connection with the liquidity authorization granted to the Company to buy back its shares. This The Ordinary Shareholders’ Meeting of May 18, 2016 renewed the

grant plan; transfer of 468,276 shares to employees under the free share ◗ transfer of 344,392 shares to holders of redeemable share ◗ Cap Gemini S.A. share allotment rights in 2016; subscription or purchase warrants (BSAAR) who exercised their transfer of 640,184 shares to holders of ORNANE who ◗ totaled €902,862 in 2016. Trading fees (excluding VAT) and the financial transaction tax Company’s share capital were allocated as follows: the 2,879,357 treasury shares representing 1.68% of the At December 31, 2016, excluding the liquidity contract 1,461,712 shares for grant or sale to employees and/or ◗ corporate officers; and 1,417,645 shares to the objective of cancellation. Finally, it is noted that during 2016 533,699 treasury shares objective of cancellation. rights attached to these securities were reallocated to the access to the Company’s share capital on the exercise of the previously allocated for grant to holders of securities granting exercised their conversion rights; cancellation of 617,235 shares. ◗ allocated as follows: The 1,100,552 own shares held as at February 24, 2017 are October 3, 2016; way of a liquidity contract signed with Kepler Cheuvreux on market or maintaining the liquidity of the Cap Gemini share by 138,340 shares to the objective of managing the secondary ◗ shares to employees and/or corporate officers. 962,212 shares to the objective of the allocation or sale of ◗ allocation of shares purchased Objectives of the share buy-back program and its own shares, with the following objectives: Cap Gemini's intention is to make use of the possibility to acquire implementation of any company or group savings plan (or similar under the French statutory profit-sharing scheme or the Commercial Code, the allocation or sale of shares to employees the provisions of Articles L.225-197-1 et seq . of the French particular with a view to the allocation of free shares pursuant to officers (on the terms and by the methods provided by law), in the allocation or sale of shares to employees and/or corporate ◗ travail), and generally, honoring all obligations relating to share Articles L.3332-1 et seq . of the French Labor Code (Code du plan) on the terms provided by law, in particular corporate officers of the Company or a related company; or option programs or other share allocations to employees or

purchase by the Company of its own shares. 2016 onwards) and more generally as part of the continued Gemini S.A. share and to allow regular quotations. In 2016, a total The liquidity contract seeks to improve the liquidity of the Cap account balance comprised 150,000 treasury shares (0.09% of share capital at December 31, 2016. At year-end, the liquidity average price of €81.33 per share, representing 1.53% of the period, 2,621,396 Cap Gemini S.A. shares were sold at an of the share capital at December 31, 2016. During the same S.A., at an average price of €81.12 per share, representing 1.57% of 2,686,396 shares were purchased on behalf of Cap Gemini the share capital) and approximately €9 million. various transactions described below: 2,879,357 of its own shares at December 31, 2016, following the 2016. Excluding the liquidity contract, the Company held In addition, the Company continued to purchase its own shares in per share; capital as at December 31, 2016, at an average price of €81.18 purchase of 4,128,337 shares representing 2.41% of the share ◗ May 10, 2017. subject to the authorization of the Shareholders’ Meeting on the objectives and the terms of the share buy-back program regulations, the purpose of this program description is to describe financiers (AMF – the French financial market authority) general buy-back program of shareholders called to authorize the share Legal framework – Date of the General Meeting Code, and within the scope of the European Regulation framework of articles L.225-209 et seq . of the French Commercial This share buy-back program is taking place within the legal regulation that may be substituted for it. referred to as “Market Abuse” directive or any other European application of the 2003/6/CE directive of January 28, 2003, No. 2273/2003 of December 22, 2003 taken by way of authorize the implementation of this share buy-back program. The May 10, 2017 Shareholders’ Meeting will be offered to general public, in accordance with the provisions of article 221-3 article 241-2 will be, as soon as practicable, made available to the program description listed in §3, 4 and 5 of section I of regulations, any change in the information contained in this Pursuant to the provisions of article 241-2 II of the AMF general the Company’s website: www.capgemini.com of the AMF general regulations, notably by making it available on

Shareholders’ Meeting on May 10, 2017 Description of the share buy-back program to be authorized by the 5.4.2 Pursuant to articles 241-1 et seq . of the Autorité des marchés Breakdown by objective of held shares

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Registration Document 2016 — Capgemini