CAPGEMINI_REGISTRATION_DOCUMENT_2017

5

CAPGEMINI AND ITS{SHAREHOLDERS

5.1 Capgemini{share capital

Vesting of performance shares in 2017 Pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting of May{24, 2012, the Board of Directors granted on December{12, 2012, 1,003,500{shares subject to performance and presence conditions on January{1, 2017 and granted on February{20, 2013, 1,209,100{shares subject to performance and presence conditions on March{1, 2017. The performance shares were granted on December{12, 2012, subject to a vesting period of two years and half a month for beneficiaries tax-resident in France and four{years and half a month for beneficiaries not tax resident in France. The grant therefore vested for non French tax residents on January{1, 2017. The performance shares were granted on February{20, 2013, subject to a vesting period of two{years and one week for beneficiaries tax-resident in France and four{years and one{week for beneficiaries not tax resident in France. The grant therefore vested for non French tax residents on March{1, 2017. These two{performance shares grants were subject to internal and external performance conditions. These conditions were detailed in the resolution presented to the Combined Shareholders’ Meeting which authorized accordingly the Board of Directors to grant performance shares. The internal performance condition for this share grant concerned organic free cash flow generated over the three-year period, 2012, 2013 and{2014. The external performance condition was assessed based on the performance of the Capgemini share compared with a basket of comparable companies in our business sector in at least five{different countries. These companies were as follows in both plans: Accenture, Atos, CSC, CGI Group, Cognizant, Infosys, Sopra, Tieto and Steria. For these grants, no shares vest in respect of the external performance condition if the relative performance of the Capgemini share is less than 90% of the average performance of the basket over a two-year period, while 30% of shares vest if this performance is equal to that of the basket and 50% of shares vest if this performance is 110% or more of that of the basket. The internal and external performance conditions for these plans were satisfied in full, enabling the vesting to beneficiaries non

tax-resident in France of 499,500{shares in January{2017 and of 659,100{shares in March{2017. The final percentage of shares that has vested out of the initial grant of 1,003,500{shares is 87,9% (882,500{shares) and out of the initial grant of 1,209,100{shares this percentage is 83,9% (1,014,700{shares) International employee shareholding system The Combined Shareholders’ Meetings of May{26, 2011, May{7, 2014 and May{10, 2017 authorized the Board of Directors to issue a maximum of 6{million shares by way of a share capital increase reserved for employees and corporate officers of the Company and its French and non-French subsidiaries who are members of the Capgemini Group Company Savings Plan. The international employee shareholding transaction performed in{2012 was subscribed in the amount of 6{million shares directly and indirectly via an Employee Savings Mutual Fund (FCPE) by Group employees from 19{countries. It is recalled that subscribers to the second{employee share ownership plan “ESOP{2012”, which expired on September{27, 2017, had the option of recovering their investment (and in numerous cases reinvesting in the 2017{plan), staying invested in Capgemini shares or leaving their investment in the Group Savings Plan (France only). The international employee shareholding transaction performed in{2014 was fully subscribed in the amount of 5{million shares, authorized by the Board of Directors, directly and indirectly via an Employee Savings Mutual Fund (FCPE) by Group employees from 20{countries. The international employee shareholding transaction performed in{2017 was fully subscribed in the amount of 3.6{million shares, authorized by the Board of Directors, directly and indirectly via an Employee Savings Mutual Fund (FCPE) by Group employees from 21{countries. Overall and pursuant to the provisions of Article{L.225-102 of the French Commercial Code, the Board of Directors informs you that employees and corporate officers of the Company (and related companies) together held 5.3% of the Company’s share capital at December{31, 2017.

Potential dilution resulting from{the{exercise of{all securities granting 5.1.5 access{to{the{Company’s share{capital

As of December{31, 2017, the potential dilution in respect of performance and free share grants plans was 2.8%.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI