Cap Gemini - Registration Document 2016

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FINANCIAL INFORMATION

4.2 Consolidated financial statements

a) Shares vested under the 2014 plan

is equal to 60% of the number of shares initially allocated if ❚ the performance of the Cap Gemini S.A. share is equal to 100% of the basket, higher than or equal to 110% of the basket, the relative performance of the Cap Gemini S.A. share is is equal to 100% of the number of shares initially allocated if between 60% and 100% of the initial allocation, based on a pre-defined schedule, where the performance of the varies on a straight-line basis between 40% and 60% and ❚ Cap Gemini S.A. share is between 90% and 100% of the basket in the first case and 100% and 110% of the basket in external performance condition ( i.e. 30% of the initial allocation). share is in line with that of the basket of comparable shares, only 60% of the initial allocation will be granted in respect of the Under these conditions, if the performance of the Cap Gemini S.A. The terms of the external performance condition were tightened for the 2016 plan and accordingly: of the basket of securities over the same period; no shares are granted if the performance of the Cap Gemini ◗ share during the period in question is less than the performance the number of shares ultimately granted: ◗ 100% of the basket, is equal to 50% of the number of shares initially allocated if ❚ the performance of the Cap Gemini share is at least equal to than or equal to 110% of the basket, is equal to 100% of the number of shares initially allocated if the relative performance of the Cap Gemini share is higher 110% of the basket. initial allocation, based on a pre-defined schedule, where the performance of the Cap Gemini share is between 100% and varies on a straight-line basis between 50% and 100% of the The benchmark basket comprises the following securities, with each security equally weighted: CGI Group / Infosys / Sopra / Cognizant; 2012 and 2013 Plans: Accenture / CSC / Atos / Tieto / Steria / ◗ 2014, 2015 and 2016 Plans: Accenture / CSC / Atos / Tieto / ◗ CAC 40 index / CGI Group / Infosys / Sopra / Cognizant. The fair value of shares subject to external performance conditions is adjusted for a discount calculated in accordance with the Monte Carlo model, together with a discount for non-transferability for the shares granted in France. Internal performance condition The internal performance condition is based on the generation of encompassing fiscal years 2012 to 2014 for the 2012 and 2013 plans, fiscal years 2013 to 2015 for the 2014 plan, fiscal years 2015 to 2017 for the 2015 plan and fiscal years 2016 to 2018 for the 2016 plan. Accordingly: (*) Organic Free Cash Flow* (OFCF) over a three-year period no shares will be granted in respect of the internal performance condition if the cumulative increase in Organic Free Cash Flow* for the 2015 plan and €2,400 million for the 2016 plan; over the reference period is less than €750 million for the 2012 and 2013 plans, €850 million for the 2014 plan, €1,750 million 100% of the initial internal allocation will be granted if Organic ◗ and 2013 plans, €1.1 billion for the 2014 plan, €2 billion for the 2015 plan and €2.7 billion for the 2016 plan. Free Cash Flow* is equal to or exceeds €1 billion for the 2012 the second case.

still present in the Group at the vesting date at the beginning of August 2016. 2014 plan for shares granted to beneficiaries tax-resident in France, 100% of the initial allocation vested to those beneficiaries Based on an assessment of the performance conditions of the With regards to the external performance condition, due to the good performance of the share over the calculation period, the relative performance of the Cap Gemini S.A. share compared to that of the basket of comparable companies exceeded 110%, the threshold above which 100% of the initial allocation vests in maximum number of shares in respect of the internal performance condition. organic free cash flow* generation for fiscal years 2013 to 2015 exceeded the €1.1 billion threshold, enabling the vesting of the With regards to the internal performance condition, cumulative 100% of shares initially allocated vested to beneficiaries tax-resident in France still present in the Group at the vesting As both conditions exceeded the maximum vesting thresholds, date, subject however to a lock-in period of four years in accordance with plan rules. A total of 390,750 shares vested under the 2014 plan, representing 94.3% of the maximum possible amount. The performance conditions are assessed at the same dates and under the same conditions for non-French beneficiaries, however however subject to a lock-in period. presence in the Group at this date. Vested shares are not, the shares vest at the end of a four-year period, subject to their b) Performance conditions of the 2012, 2013 2014, 2015 and 2016 plans 2009 regarding the inclusion of an internal and external performance condition when granting performance shares, the In accordance with the AMF recommendation of December 8, Board of Directors decided from the 2010 plan to add an internal condition to the external condition initially planned. The following internal and external performance conditions apply: The external performance condition accounts for 50% of the grant calculation as does the internal performance condition. External performance condition The external performance condition is applied in an identical manner across the 2012 to 2015 plans and in line with the conditions applied to the first two plans, as follows: performance of the basket of securities over the same period; no shares are granted if the performance of the Cap Gemini S.A. ◗ share during the period in question is less than 90% of the the number of shares ultimately granted: ◗ the performance of the Cap Gemini S.A. share is at least equal to 90% of the basket, is equal to 40% of the number of shares initially allocated if ❚ respect of the external performance condition.

Organic free cash flow, an alternative performance measure monitored by the Group, is defined in Note 3, Alternative performance measures and Note 22, Cash flows. (*)

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Registration Document 2016 — Capgemini