Cap Gemini - Registration Document 2016

6

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017

6.1 Resolutions presented at the Ordinary Shareholders’ Meeting

TENTH RESOLUTION

Renewal of the term of office as director of Mr. Pierre Pringuet At the recommendation of the Board of Directors, the Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings, renews for a four-year period the term of office as director of Mr. Pierre

Pringuet, which expires at the close of this meeting. This new term of office will therefore expire at the close of the Ordinary Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2020.

PRESENTATION OF THE 11 TH RESOLUTION

SHARE BUYBACK PROGRAM

OVERVIEW

shares of the Company for the objectives and in accordance with the conditions presented in the draft resolution. We ask you to authorize the Board of Directors to buy back Shareholders’ Meeting of May 18, 2016 renewed the authorization granted to the Company to buy back its shares. This authorization was used in 2016 in connection with the liquidity contract (entered into with Oddo Corporate Finance until September 30, 2016, and with Kepler Cheuvreux from October 3, 2016 onwards) and more generally as part of the continued purchase by the Company of its own shares. Shareholders are reminded that last year, the Ordinary The liquidity contract seeks to improve the liquidity of the Cap Gemini S.A. share and to allow regular quotations. In 2016, a total of 2,686,396 shares were purchased on behalf of Cap Gemini S.A., at an average price of €81.12 per share, approximately €9 million. representing 1.57% of the share capital at December 31, 2016. During the same period, 2,621,396 Cap Gemini S.A. shares were sold at an average price of €81.33 per share, representing 1.53% of the share capital at December 31, 2016. At the year-end, the liquidity account balance comprised 150,000 treasury shares (0.09% of the share capital) and In addition, the Company continued to purchase its own shares in 2016. Excluding the liquidity contract, the Company held 2,879,357 of its own shares at December 31, 2016, following the various transactions described below: purchase of 4,128,337 shares representing 2.41% of the share ◗ capital at December 31, 2016, at an average price of €81.18 per share; transfer of 468,276 shares to employees under the free share ◗ grant plan; transfer of 344,392 shares to holders of redeemable share ◗ subscription or purchase warrants (BSAAR) who exercised their Cap Gemini S.A. share allotment rights in 2016; transfer of 640,184 shares to holders of ORNANE who ◗

Trading fees (excluding VAT) and the financial transaction tax totalled €902,862 in 2016. Company’s share capital were allocated as follows: At December 31, 2016, excluding the liquidity contract, the 2,879,357 treasury shares representing 1.68% of the 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 the year-ended 2016, 533,699 treasury shares previously allocated for grant to holders of securities granting access to the Company’s share capital on Shareholders are reminded that as part of the active management of the share capital, the Board of Directors had decided on December 7, 2016 to increase by €500 million the Company’s multi-year share buyback program, previously approved in February 2016 and initially for €600 million. The terms of this buy-back program fall within the scope of the authorization granted by the Shareholders’ Meeting of May 18, 2016 or of any subsequent authorization, such as the one submitted for approval in the 11 th resolution. or by means of a block purchase or transfer of shares – and be shares comprising the share capital at the date of such purchases, and that the maximum number of treasury shares held after such purchases may not exceed 10% of the amount of the Company’s share capital at any time. The maximum purchase price will be set at €130 per share. The acquisition, disposal and transfer transactions described above may be carried out by any means in accordance with prevailing laws and regulations – including through the use of derivative instruments The new authorization submitted to your approval in the 11 th resolution provides for the buy back by the Company of its the exercise of the rights attached to these securities were reallocated to the objective of cancellation. carried out at any time, except during public offers for the Company’s shares. This authorization is granted for a limited period of 18 months. own shares up to the statutory limit of 10% of the number of

exercised their conversion rights; cancellation of 617,235 shares. ◗

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Registration Document 2016 — Capgemini