CAPGEMINI_REGISTRATION_DOCUMENT_2017

CAPGEMINI AND ITS{SHAREHOLDERS

5.1 Capgemini{share capital

Other share equivalents outstanding 5.1.3

There are no other securities granting access to the share capital outstanding at December{31, 2017.

Employee shareholders 5.1.4 Share subscription or purchase plans Capgemini no longer grants stock options. The last stock option plan expired in June{2013.

a number of shares equal to half the number indicated in the X grant notification multiplied by the percentage achievement of the chosen external performance target: performance of the Capgemini share compared with the average performance measured over an identical three{year period of a basket of securities and indexes containing (i) shares of eight{listed companies operating in the same sector as the Group in a minimum of five{countries in which the Group is firmly established (Accenture/Indra/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant) and (ii) the CAC{40 index. No shares vest in respect of the external performance condition if the relative performance of the Capgemini share is less than 100% of the average performance of the basket. The vesting period was set by the Board of Directors at three years for beneficiaries tax-resident in France and four years for beneficiaries non-tax-resident in France. In addition, a two{years minimum holding period for vested shares following the vesting period was set for beneficiaries tax-resident in France. Furthermore, the Chairman and Chief Executive Officer is required to hold the shares vested until the end of his term of office in the amount of 50% of shares vested if the number of shares held by him at the grant date, valued at the grant price, is equal to less than two{years’ theoretical salary, and in the amount of 33% otherwise. Out of the total amount of 1,522,500{shares, a total of 19,150{shares (1.26% of the total grant) have been granted without performance conditions and no members of the Group Executive Committee benefited from such grant. In accordance with the recommendations of the AFEP-MEDEF Code, performance share grants will be undertaken at the same calendar periods from now on and will be decided by either the Board of Directors’ Meeting held at the end of July or at the following meeting generally held at the beginning of October. Share grants without performance conditions in 2017 Pursuant to this sixteenth{resolution authorized by the Extraordinary Shareholders’ Meeting of May{10, 2017, the Board of Directors’ Meeting of July{26, 2017 decided the issue of 63,597{restricted shares to 35{managers and employees of the company Idean bought in February{2017. This grant was made as part of retention agreement defined in the Purchase Agreement. Overall, the authorization to grant a maximum of 15% of shares without performance conditions has only been used at 35% up to 5.21%. Neither the Chairman and Chief Executive Officer, nor the Group Executive Committee members were beneficiaries of this grant.

Performance shares grant Performance shares grant in{2017

The Extraordinary Shareholders’ Meeting of May{10, 2017 authorized the Board of Directors in its sixteenth{resolution to grant performance shares to employees and corporate officers of the Company and its French and non-French subsidiaries, during a period of 18{months commencing May{10, 2017. The number of shares granted (existing and to be issued) was not to exceed 1% of the share capital at the date of the Board of Directors’ decision to grant such shares (this maximum number of shares being referred to hereafter by the letter “N”). Up to a maximum of 10% of “N”, these performance shares may be granted to the executive corporate officers of the Company, it being specified that the portion of shares that must be held by them until the end of their term of office is set by the Board of Directors. By exception, and for an amount not exceeding 15% of “N”, shares may be granted to employees of the Company and its French and non-French subsidiaries, excluding members of the General Management Team (the “Executive Committee”), without performance conditions. Pursuant to this authorization, the Board of Directors’ Meeting of October{6, 2017 decided the issue of 1,522,500{performance shares to 1,276{managers and employees of the Group, 20{members of the Executive Committee (excluding Mr.{Paul Hermelin) and Mr.{Paul Hermelin. Since the performance share grant of{2012, the internal performance condition of all performance share plans is based on organic free cash flow over a three-year period, reflecting the Board of Directors’ desire to prioritize long-term goals in the context of these grants. The external performance condition is based on the comparative performance of the Capgemini share against average performance of a basket of companies or comparable indexes over a minimum of three years (in line with the duration covered by the internal performance condition). Accordingly, the total number of shares that will vest to beneficiaries at the end of the vesting period will be equal to: a number of shares equal to half the number indicated in the X grant notification multiplied by the percentage achievement of the chosen internal performance target: published and audited organic free cash flow for the three{years from{2017 to{2019 compared with a minimum objective of €2,900{million; the maximum number of shares will vest for organic free cash flow generation of more than €3,200{million; and

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REGISTRATION DOCUMENT 2017 — CAPGEMINI