CAPGEMINI_REGISTRATION_DOCUMENT_2017

5

CAPGEMINI AND ITS{SHAREHOLDERS

5.4 Share buyback program

Share buyback program 5.4

Authorization to buy back the{Company’s{shares 5.4.1 The Ordinary Shareholders’ Meeting of May{10, 2017 renewed the authorization granted to the Company to buy back its shares. This authorization was used in{2017 in connection with the liquidity contract (entered into with Kepler Cheuvreux) and more generally as part of the continued purchase by the Company of its own shares.

In addition, the Company continued to purchase its own shares in{2017. Excluding the liquidity contract, the Company held 570,393{of its own shares at December{31, 2017, following the various transactions described below: purchase of 5,530,159{shares representing 3.28% of the share capital as at December{31, 2017, at an average price of €97.69 per share; transfer of 1,158,600{shares to employees under the free X share grant plan; cancellation of 6,680,523{shares. X Trading fees (excluding VAT) and the financial transaction tax totaled €1,724,799 in{2017. At December{31, 2017, excluding the liquidity contract, all of the{570,393{treasury shares representing 0.34% of the Company’s share capital were allocated to the objective of grant or sale to employees and/or corporate officers. Lastly, no treasury shares were reallocated between the various objectives in{2017. Breakdown by objective of held shares The 632,893{own shares held as at March 1, 2018 are allocated as follows: 62,500{shares to the objective of managing the secondary X market or maintaining the liquidity of the Capgemini share by way of a liquidity contract signed with Kepler Cheuvreux on October{3, 2016; 570,393{shares to the objective of allocation or sale of shares to employees and/or corporate officers. Objectives of the share buy-back program and{allocation of shares purchased Capgemini’s intention is to make use of the possibility to acquire its own shares, with the following objectives: the allocation or sale of shares to employees and/or corporate X officers (on the terms and by the methods provided by law), in particular with a view to the allocation of free shares pursuant to the provisions of Articles{L.225-197-1 et seq . of the French Commercial Code, the allocation or sale of shares to employees under the French statutory profit-sharing scheme or the implementation of any Company or Group savings plan (or similar plan) on the terms provided by law, in particular Articles{L.3332-1 et seq . of the French Labor Code ( Code du travail ), and generally, honoring all obligations relating to share option programs or other share allocations to employees or corporate officers of the Company or a related company; or

The liquidity contract seeks to improve the liquidity of the Capgemini{SE share and to allow regular quotations. In{2017, a total of 904,664{shares were purchased on behalf of Capgemini{SE, at an average price of €91.96 per share, representing 0.54% of the share capital at December{31, 2017. During the same period, 1,025,733{Capgemini{SE shares were sold at an average price of €91.70 per share, representing 0.61% of the share capital at December{31, 2017. At year-end, the liquidity account balance comprised 28,931{treasury shares (0.02% of the share capital) and approximately €20{million.

5.4.2

of the share buy-back program to{be{authorized

by{the{Shareholders’ Meeting on{May{23, 2018

Pursuant to articles{241-1 et seq . of the Autorité des marchés financiers (AMF – the French Financial Market Authority) general regulations, the purpose of this program description is to describe the objectives and the terms of the share buy-back program subject to the authorization of the Shareholders’ Meeting on May{23, 2018. Legal framework – date of the Shareholders' Meeting called to authorize the share buy-back program This share buy-back program is taking place within the legal framework of articles{L.225-209 et seq . of the French Commercial Code, and within the scope of the European Regulation{No.{2273/2003 of December{22, 2003 taken by way of application of the{2003/6/CE{directive of January{28, 2003, referred to as “Market Abuse” directive or any other European regulation that may be substituted for it. The May{23, 2018 Shareholders’ Meeting will be offered to authorize the implementation of this share buy-back program. Pursuant to the provisions of article{241-2{II of the AMF general regulations, any change in the information contained in this program description listed in §{3,{4 and{5 of section{I of article{241-2 will be, as soon as practicable, made available to the general public, in accordance with the provisions of article{221-3 of the AMF general regulations, notably by making it available on the Company’s website: www.capgemini.com .

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REGISTRATION DOCUMENT 2017 — CAPGEMINI