Cap Gemini - Registration Document 2016

CAP GEMINI AND ITS SHAREHOLDERS

5.4 Share buyback program

means; or conversion, exchange, presentation of a warrant or any other securities granting access to the share capital by redemption, the delivery of shares on the exercise of rights attached to ◗ the cancellation of some or all of the shares purchased; or ◗ exchanges; or connection with acquisitions, mergers, demergers or asset-for-share the delivery of shares (in exchange, as payment, or otherwise) in the French financial markets authority). code recognized by the Autorité des marchés financiers (AMF - provider under a liquidity contract that complies with the ethical liquidity of the Cap Gemini share by an investment services the management of the secondary market or maintenance of the ◗ generally the carrying out of any transaction that complies with market practice that may be permitted by the AMF and more This program is also intended to enable the implementation of any prevailing regulations. and purchase price Proportion of share capital, number of shares Company since the beginning of the buyback program (including of each purchase, the total number of shares acquired by the the Company’s own shares may be made such that, at the date of shares of Cap Gemini that may be purchased: Purchases of Maximum percentage of the share capital and maximum number ◗ that date (1) (including transactions impacting the share capital 10% of the shares comprising the Company’s share capital at the shares subject to the current purchase) does not exceed calculating the above 10% limit will be the number of shares general regulations, the number of shares taken into account in repurchased to improve liquidity on the terms set out in the AMF Company’s share capital; and (ii) where the shares are asset-for-share exchange transaction may not exceed 5% of the view to their retention or presentation in a merger, demerger or being stipulated that (i) the number of shares purchased with a and performed after the May 10, 2017 Shareholders’ Meeting), it 24, 2017, considering that the Company holds 1,100,552 of its authorization period. For illustrative purposes, as at February purchased minus the number of shares resold during the

unless the Company sells or cancels own shares currently held. representing 9.35% of the share capital as at February 24, 2017, shares which may be purchased amounts to 15,814,406 shares, share capital as at February 24, 2017 the maximum number of own shares as at February 24, 2017, representing 0.65% of its this price will be adjusted in the event of a change in the par the same date in any other currency). It should be noted that (i) Maximum purchase price: €130 per share (or the equivalent at ◗ value of the share, a share capital increase by capitalizing split, a distribution of reserves or any other assets, a share reserves, a free share allocation, a stock split or reverse stock €2,190 million. capital and (ii) the total amount of purchases may not exceed capital redemption, or any other transaction impacting share markets, via a multilateral trading facility or systematic more occasions and by any means, and particularly on regulated limits authorized by prevailing laws and regulations, on one or the share buyback program carried out by each of these provider, or in any other manner (with no limit on the portion of counter, either directly or through an investment services multilateral trading facility or systematic internalizer or over the forward financial instruments traded on regulated markets, via a sales, by public offer for cash or shares or using options or other internalizer or over the counter, including by block purchases or period of a public offer for the Company’s shares, subject to the of shares may be performed at any time other than during the Implementation of the program: Acquisitions, sales and transfers ◗ means). resolution by the May 10, 2017 Combined Shareholders’ eighteen months as from the date of adoption of the eleven th Share buy-back program duration and schedule: ◗ May 10, 2017, Combined Shareholders’ Meeting). share capital (adjusted for any transactions performed after the twenty-four months shall not exceed 10% of the Company’s number of shares which may be cancelled in any given period of article 225-209 of the French Code of Commerce, the aggregate Meeting, i.e. , up to November 10, 2018. Pursuant to buy-back program Implementation and duration of the share

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i.e., for illustrative purposes, on the basis of the total number of shares issued and outstanding as at February 24, 2017, 16,914,958 shares. (1)

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Registration Document 2016 — Capgemini