Cap Gemini - Registration Document 2016

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

6.3 Summary table of financial authorizations currently in force or submitted for approval

resolution number date and Authorization 05/18/2016/ 18 th

(in euros) Maximum amount (1) (2) (par value) €137 million (issue amount) €2.5 billion capital 10% of share (par value) €125 million €1.25 billion 10% of share capital

Expiry date

Purpose of the authorization

Used during 2016

Share capital increase by issuing h)

07/18/2018

This authorization was not used in 2016

shares and/or securities granting consideration for contributions in kind access to the share capital in

i)

Share capital increase by issuing granting access to the share capital, ordinary shares and/or securities debt instruments, in consideration for or granting a right to allocation of shares tendered to a public

05/07/2014/ 29 th

07/07/2016

This authorization was not used in 2016

Company exchange offer made by the shares and/or securities granting Share capital increase by issuing cancellation of PSR, reserved for access to the share capital with members of Group savings plans shares and/or securities granting Share capital increase by issuing k) cancellation of PSR, reserved for access to the share capital with subsidiaries employees of certain non-French

€48 million (par value) (2)

05/18/2016/ 19 th

07/18/2018

This authorization was not used in 2016

(par value) (2) €48 million 05/18/2016/ 20 th

11/18/2017

This authorization was not used in 2016

l)

Grant of performance shares

capital 1% of share 05/18/2016/ 21 st

11/18/2017 1,663,500 performance shares (€13.3 million

1,175 beneficiaries by decision of the Board par value) were granted to of Directors on 07/26/2016

6

(1) Recap of overall limits: a maximum par value amount of €550 million and a maximum issue amount of €7.5 billion for all issues with and without pre-emptive subscription rights; including a maximum par value amount of €137 million and a maximum issue amount of €2.5 billion for all issues without pre-emptive subscription rights; issues performed pursuant to j), k) and l) above are not included in these general limits. (2) Total share capital increases decided pursuant to j) and k) are capped at a maximum par value amount of €48 million.

Delegations to be presented at the Shareholders’ Meeting of May 10, 2017

and resolution Authorization date number

Duration Expiry Date

Purpose of the authorization

Maximum amount

18 months (up to 11/10/2018) 18 months (up to 11/10/2018)

program Purchase by the Company of its own shares under a share buyback

capital 10% of share

05/10/2017/ 11 th

Grant of performance shares

1% of share capital

05/10/2017/ 16 th

access to the share capital with cancellation of PSR, reserved for Share capital increase by issuing shares and/or securities granting members of Group savings plans access to the share capital with cancellation of PSR, reserved for Share capital increase by issuing shares and/or securities granting employees of certain non-French subsidiaries

18 months (up to 11/10/2018)

(par value) (1) €48 million

05/10/2017/ 17 th

18 months (up to 11/10/2018)

€24 million (par value) (1)

05/10/2017/ 18 th

(1) The total share capital increases decided pursuant the 18 th resolution are included in the general limit of the 17 th resolution.

Abbreviations: PSR = Pre-emptive Subscription Rights

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Registration Document 2016 — Capgemini