Cap Gemini - Registration Document 2016

FINANCIAL INFORMATION

4.2 Consolidated financial statements

Free share plans C) Shareholders’ Meeting of May 23, 2013 gave the Board of Directors an 18-month authorization to grant shares to certain Following the grant performed in 2012, the Combined Group employees, on one or several occasions subject only to a condition of presence. This authorization was partially used and the terms and conditions of the grant and the list of beneficiaries were set by the Board of Directors Meeting of October 8, 2014.

A discount for non-transferability is also applied for the shares granted in France. is calculated assuming 100% realization and will be adjusted where necessary in line with effective realization of this condition. The fair value of shares subject to internal performance conditions

The main features of these plans are set out in the table below:

2014 France Plan

Date of the Combined Shareholders’ Meeting Maximum number of shares that may be granted

May 23, 2013

Directors’ decision i.e. a maximum of 1,595,495 shares, of which a maximum of 15% granted without performance 1% of the share capital on the date of the Board of conditions

Total number of shares granted

(1) 104,379

Date of the Board of Directors’ decision

October 8, 2014

4

Grant condition assessment date

Group at the vesting date) Presence condition only (employee presence within the

Vesting period

2 years as from the grant date (Democratic plan)

Mandatory lock-in period effective as from the vesting date Number of shares at December 31, 2015 that may vest under this plan in respect of shares previously granted,

2 years

subject to presence conditions

96,120

Number of shares subject to presence conditions granted during the year

-

Number of shares forfeited or canceled during the year

18,594 77,526

Number of shares vested during the year

subject to presence conditions this plan in respect of shares previously granted, Number of shares at December 31, 2016 that may vest under

-

Weighted average number of shares Share price at the grant date (in euros) Main market conditions at the grant date Risk-free interest rate ■

67,429 €52.69

0.34% 2.31% €43.91

Expected dividend rate

■

Fair value in euros (per share)

i.e. 6.5% of the total authorized maximum granted without performance conditions, pursuant to the resolution (authorization capped at 15% of the total). (1)

(BSAAR) Redeemable share subscription or purchase D)

enabling all employees of French companies with at least three These transactions aim to develop employee share ownership by shares than the highest paid employees. salary (four categories), the lowest paid employees receiving more share grant, with a differentiated share allocation based on annual period. More than 20,000 employees were concerned by each become Cap Gemini S.A. shareholders at the end of the vesting months seniority at the grant date to receive shares and thereby the profit-sharing bonus. signature of a company-wide agreement, in respect of payment of The Board of Director decisions were preceded each time by the At the end of the vesting period, nearly 77,500 shares vested to 15,200 beneficiaries at the beginning of October 2016.

Between July 23, 2009 and the date the warrants were admitted and terminates on the seventh anniversary of the issue date. BSAAR warrants on the Euronext Paris market on July 23, 2013 warrant). The exercise period commenced the date of listing of the and corporate officers of the Group (at a price of €3.22 per During 2009, 2,999,000 warrants were subscribed by employees agreement. The issue was disclosed in a prospectus approved by transferred except under the conditions specified in the issue to trading on Euronext Paris, they could not be exercised or the AMF on May 14, 2009 under reference number no. 09-140.

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Registration Document 2016 — Capgemini