Paris, July 25, 2002

PROVISIONAL RESULTS AND GOVERNANCE OF THE CAP GEMINI ERNST & YOUNG Group

The Board of Directors of CAP GEMINI S.A., which met on July 24, 2002 under the chairmanship of Mr Serge Kampf, reviewed the non-audited consolidated financial statements of the CAP GEMINI ERNST & YOUNG Group for the first semester of 2002. In line with the latest indications provided to the market, they show the following:

• revenue of 3,733 M€, that is a decrease – at constant exchange rates and perimeter – of 14.5% compared to the first half of 2001 (4,440 M€). It should be underlined that:
  • the second quarter revenue (1,860 M€) evidences a stabilization of the Group’s activity compared to that of the first quarter (1,873 M€);
  • evolution is very contrasted between market sectors and regions, and particularly highlights a strong progression in outsourcing (now representing 27% of total revenue) and a significant decline in consulting and systems integration (73% of total revenue).
• operating income is slightly positive at 10 M€ (0.3% of revenue compared to 6.1% for the first half of 2001 and 3.9% for the second half of 2001), a variance mainly due to a lower than expected utilization rate for the period (70% versus 73%).
• negative net income of 259 M€ (compared to 110 M€ of profit for the first half of 2001), including in particular:
  • 122 M€ restructuring costs linked to the measures detailed on June 27, 2002 (whose total cost for the fiscal year should be around 200 M€);
  • 85 M€ related to an exceptional depreciation of the amount of market share assets figuring in the Group’s balance sheet in relation to its Telecom business in the United States.

The Board has acknowledged that in what remains a difficult and relatively unpredictable market environment, the Group has started implementing its transformation program and the other measures aimed at restoring an operating margin of around 5% for 2003.

In addition, making use of the power granted to the Board by Shareholders during the General Meeting of 25 April 2002, and in accordance with recent changes in French corporate law provisions, the Board of Directors has decided to:

• separate the functions of Chairman of the Board and that of Chief Executive Officer,
• re-appoint Mr Serge Kampf as Chairman of the Board, and
• formally appoint Mr Paul Hermelin as Chief Executive Officer for the period of his Board Membership’s mandate.

The Board of Directors has accepted the resignation of three of its Board Members – Mr Pierre Hessler, Mr Geoff Unwin and Mr Guy de Wouters – and has appointed as their successors:

• Mr Jean-René FOURTOU, vice-Chairman of the Supervisory Board of Aventis and new Chairman and Chief Executive Officer of Vivendi Universal (and who is also a Cap Gemini alumnus, as he was Chief Executive Officer of Bossard Consultants from 1976 to 1986),
• Mr Jean-Bernard LAFONTA, General Manager of Wendel Investissement (ex-C.G.I.P.),
• Mr Phil LASKAWY, former Chairman of Ernst & Young.

Therefore, the 11 Board Members of Cap Gemini S.A. are now:
Serge KAMPF, Chairman of the Board
Ernest-Antoine SEILLIERE, Vice-Chairman
Christian BLANC
Jean-René FOURTOU
Paul HERMELIN
Michel JALABERT
Jean-Bernard LAFONTA
Phil LASKAWY
Ruud van OMMEREN
Terry OZAN
Bruno ROGER

Finally, the Board has decided to appoint Mr Pierre Hessler and Mr Geoff Unwin as Non-Voting Directors, to respectively replace Mr Phil Laskawy, appointed as Board Member, and Mr Chris van Breugel, appointed as Chairman of the SOGETI Group.